Bakkt Holdings, Inc.

In addition to the information set forth in this Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Part I—Item 1A—Risk Factors” of our most recent Annual Report on Form 10-K, in “Part II—Item 1A—Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in “Part II—Item 1A—Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. In addition, you should consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors Related to the Update of Our Investment Policy” in Exhibit 99.1 to our Current Report on Form 8-K filed on June 10, 2025. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results.

We may be unable to realize the anticipated benefits of investments and strategic transactions in connection with our international expansion strategy.

As we increase the breadth and depth of our product offering and seek to expand internationally, there can be no assurance that we will be able to realize the anticipated benefits of these and other past or future investments and strategic transactions. If our investments do not perform, those investments could become impaired and we may lose any or all of our investment. In addition, there can be no assurance that our international partners, in particular those that we do not control, such as MHT, will adopt our products, services or technology, which could impact our growth prospects.

The continuation of the U.S. federal government shutdown could adversely affect us.

Disagreement over the U.S. federal budget has caused the U.S. federal government to shut down since October 1, 2025. Although a proposed funding stopgap measure has recently been advanced in the Senate to ensure government funding through January 2026, there is no assurance that the shutdown will terminate. To the extent the bill is not enacted into law or a longer term resolution is not reached, shutdown-driven regulatory delays, including at the SEC, may continue to delay key legislative and regulatory initiatives, consultations with regulators and our ability to raise capital. These conditions may also lead to increased volatility and tighter liquidity in the markets, which may decrease transaction volumes, and negatively affect customer sentiment. Any of the foregoing, particularly if the shutdown is further prolonged, could adversely affect our business, financial condition and results of operations.