Bakkt Holdings Inc

Unless the context otherwise requires, all references to “Bakkt,” “we,” “us,” “our,” or the “Company” in this proxy statement and related materials refer to Bakkt Holdings, Inc. and its subsidiaries.

This proxy statement 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 proxy statement may include, for example, statements about:

•closing the remaining portion of the ICE Offering (as defined below);

•the Board’s determination to effect the Reverse Stock Split; and

•the potential impacts, benefits and risks associated with effecting the Reverse Stock Split.

These forward-looking statements are based on information available as of the date of this proxy statement 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.

•our ability to satisfy the closing conditions in the ICE Purchase Agreement (as defined below);

•changes in our business strategy;

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

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

•changes in the markets that we target;

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

•the inability 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;

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

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

•uncertain regulatory regime governing blockchain technologies and crypto;

•the inability to develop 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; and

•other risks and uncertainties indicated in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed on March 25, 2024.

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Bakkt Holdings, Inc.

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

To be Held On April 23, 2024, at 1:00 p.m. Eastern Time

Virtually by Live Webcast at:

www.virtualshareholdermeeting.com/BKKT2024SM