Bakkt, Inc.

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, 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 that 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:

◦expectations regarding our strategic transformation and completion thereof;

◦future financial and operational performance;

◦expansion of Bakkt Markets, Agent, and Global;

◦anticipated benefits of investment in international markets;

◦product launches and scalability;

◦cost optimization and capital structure;

◦industry growth in stablecoins, tokenization and digital assets;

◦governance initiatives; and

◦regulatory developments.

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;

◦our ability to complete our acquisition of Distributed Technologies Research Global Ltd. (“DTR”), which remains subject to customary closing conditions, including shareholder vote;

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◦whether we will be able to successfully integrate our operations with those of DTR, including its infrastructure, and achieve the expected benefits therefrom;

◦the regulatory environment for digital assets and digital stablecoin payments;

◦changes in our business strategy;

◦our adoption of the updated Investment Policy and related treasury strategy, including our ability to successfully consummate acquisitions, integrate or manage investments in potential acquisition targets and investees;

◦the price of digital assets, including Bitcoin;

◦risks associated with owning digital assets, including Bitcoin, including price volatility, limited liquidity and trading volumes, relative anonymity, potential widespread susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges and other risks inherent in its entirely electronic, virtual, form and decentralized network;

◦the fluctuation of our operating results, including because we may be required to account for its digital assets at fair value;

◦our ability to time the price of our purchase of digital assets pursuant to our strategy;

◦the impact of the market value of digital assets on our ability to satisfy our financial obligations, including any debt financings;

◦unrealized fair value gains on its digital asset holdings subjecting us to the corporate alternative minimum tax;

◦legal, commercial, regulatory and technical uncertainty regarding digital assets and enhanced regulatory oversight of companies holding digital assets including the possibility that regulators reclassify any digital assets we hold, including Bitcoin, as a security causing us to be in violation of securities laws and be classified as an “investment company” under the Investment Company Act of 1940;

◦competition by other Bitcoin treasury companies and the availability of spot-traded products for Bitcoin;

◦enhanced regulatory oversight as a result of our Investment Policy and related treasury strategy;

◦the possibility of experiencing greater fraud, security failures or operational problems on digital asset trading venues compared to trading venues for more established asset classes, and any malfunction, breakdown or abandonment of the underlying blockchain protocols, or other technological difficulties, may prevent access to or use of such digital assets;

◦the concentration of our expected digital asset holdings relative to non-digital assets;

◦the inability to use our digital asset holdings as a source of liquidity to the same extent as cash and cash equivalents, due to, for example, risks associated with digital assets and other risks inherent to our entirely electronic, virtual form and decentralized network;

◦us or a third-party service provider experiencing a security breach or cyber-attack where unauthorized parties obtain access to our digital assets;

◦the loss of access to or theft or data loss of our digital assets, which could be unrecoverable due to the immutable nature of blockchain transactions; if we elect to hold its digital assets through a third-party custodian, the loss of direct control over our digital assets and dependence on the custodian’s security practices and operational integrity

-4- which may lead to the loss of our digital assets as a result of the insolvency of the custodian, theft by employees or insiders of the custodian or if the custodian’s security measures are comprised, including as a result of a cyber-attack;

◦us not being subject to the legal and regulatory protections applicable to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers;

◦the non-performance, breach of contract or other violations by counterparties assisting us in effecting our Investment Policy and related treasury strategy;

◦our future capital requirements and sources and uses of cash, including funds to satisfy our liquidity needs;

◦our ability to raise capital and investments in us, including by our Chief Executive Officer;

◦changes in the market 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 digital asset, digital payments and stablecoin markets that subject us to additional risks, including the risk that banks may not provide banking services to us and market sentiments regarding digital assets, digital payments and stablecoins;

◦the possibility that we may be adversely affected by other macroeconomic, geopolitical, business, and/or competitive factors;

◦our ability to launch new services and products, including with our expected commercial partners, or to profitably expand into new markets and services;

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

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

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

◦uncertain and evolving regulatory regime governing blockchain technologies, stablecoins, digital payments and digital assets;

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

◦the exposure to any liability, protracted and costly litigation or reputational damage relating to 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.”

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