Bakkt Holdings Inc

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were not effective because of the material weakness in our internal control over financial reporting described further below

Identification of Material Weakness for the Quarter ended March 31, 2024

In connection with the preparation our financial statements for the period ended March 31, 2024, we identified a material weakness in our internal control over financial reporting, relating to the oversight and review of the work performed by a third-party valuation specialist. The specialist was used in the valuation of our Class 1 Warrants and Class 2 Warrants issued in connection with our first quarter 2024 capital raise. This material weakness could result in a misstatement of our warrant liability, stockholders’ equity, and gain/loss from change in fair value of warrant liability. The material weakness would not have had any net impact on the Company’s Consolidated Statement of Cash Flows. Such a misstatement could result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected. Notwithstanding such material weakness, our management believes that our financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in accordance with U.S. GAAP, as we have corrected the errors in our valuation of our Class 1 Warrants and Class 2 Warrants.

Remediation of Material Weakness in Internal Control Over Financial Reporting

We have taken steps to remediate this material weakness and plan to take additional steps to further improve our overall internal control environment. We have implemented further procedures to validate the compliance of third-party valuation specialist assumptions with US GAAP. These actions are subject to an ongoing management review and the oversight of our Board of Directors and its Audit and Risk Committee.

The material weakness described above or any newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the control deficiency that led to the material weakness in our internal control over financial reporting described above or to avoid potential future material weaknesses.

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting except as noted above.