Bakkt, Inc.

-2-

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Unless the context otherwise requires, all references to “Bakkt,” “we,” “us,” “our,” or the “Company” in this Annual Report on Form 10-K (this “Form 10-K”) refer to Bakkt Holdings, Inc. and its subsidiaries.

This Form 10-K contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. You can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” the negative of such terms, and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to our business. Forward-looking statements in this Form 10-K may include, for example, statements about:

• our future financial performance;

• changes in the market for our products and services;

•the growth of the crypto industry and the improving regulatory environment for crypto:

• our restructuring initiative and future potential reductions of expenses;

•the expected impact to our business of offering stablecoin-based payment and working with DTR (as defined below) under the Cooperation Agreement (as defined below);

•the expected disposition of Bakkt Trust (as defined below) and strategic evaluation of our loyalty business; and

• expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this Form 10-K and management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and/or unknown risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•our ability to grow and manage growth profitably;

•the conditions and events that raised substantial doubt about our ability to continue as a going concern;

•changes in our business strategy;

•changes in the markets in which we compete, including with respect to our competitive landscape, technology evolution or changes in applicable laws or regulations;

•changes in the markets that we target;

•volatility and disruptions in the crypto market that subject us to additional risks, including the risk that banks may not provide banking services to us and market sentiment regarding cryptocurrencies;

-3-

•the possibility that we may be adversely affected by other macroeconomic, geopolitical, business, and/or competitive factors, including elevated and fluctuating interest rates, inflationary pressures, instability in the global banking system, economic downturns, and other global events;

•the concentration of our Crypto services revenue with a single client that has notified us it will not be renewing its agreement with us;

•our ability to realize the benefits under the Cooperation Agreement or to consummate a transaction with DTR on acceptable terms or at all;

•our ability to launch new services and products or to profitably expand into new markets and services, or the inability to continue offering existing services or products;

•our ability to execute our growth strategies, including identifying and executing acquisitions and divestitures and our initiatives to add new clients;

•our ability to maintain and grow our existing customer relationships;

•our ability to reach definitive agreements with our expected commercial counterparties;

•our ability to achieve the expected benefits from the expected disposition of Bakkt Trust (as defined below) and the possible disposition or winddown of our loyalty business;

•our inability to reduce cash expenses and align headcount and employee-related costs with our budget priorities;

•our failure to comply with extensive government regulations, oversight, licensure and appraisals;

•the uncertain and evolving regulatory regime governing blockchain technologies and crypto;

•our ability to establish and maintain effective internal controls and procedures;

•our exposure to any liability, protracted and costly litigation, settlement expenses or reputational damage relating to legal proceedings or our data security;

•the impact of any goodwill or other intangible assets impairments on our operating results;

•our ability to maintain the listing of our securities on the New York Stock Exchange (the “NYSE”); and

•other risks and uncertainties indicated in this Form 10-K, including those set forth under “Risk Factors.”

-4-