Bakkt Holdings Inc

Item 1A. Risk Factors.

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 IPart IItem 1A. Risk Factors included in our of our most recent Annual Report on Form 10-K, which could materially affect o and in Part IIItem 1ARisk Factors of our businesses, financial condition, or future results. AQuarterly Report on Form 10-Q for the quarter ended March 31, 2025. In additional r, you should consider the risks and , uncertainties not currently known to us oand assumptions discussed under that we currently deem to be imme heading Risk Factors Relaterial also may materially adversely affect od to the Update of Our business, financial condition, or future results. There have been no material changes in our risk factors from those describInvestment Policy in Exhibit 99.1 to our Current Report on Form 8-K filed in our Form 10-K other than as set forth below.

We may not realize the expecteon June 10, 2025, which is hereby incorporated benefits under the Cooperatiy reference into this Quarterly Report on Agreement, including failing to enter into a commercial agreement with DTR or successfully integrating our platform with DTRs technology, and may be unableForm 10-Q. Additional risks and uncertainties not currently known to us or that we currently deem to successfully negotibe immate the terms to acquire DTR, either of which couldrial also may materially adversely affect our business, financial condition and re, or future results of operations.

On March 19, 2025, we entered into the Cooperation Agreement , purs.

Future issuant to which, among other things, DTR agreed to provide us with, subject tces and sales into the negotiation and executionmarket of a definitive cour Commercial agreement, certain exclusive payment processing technology, application programming interfaces, and infrastructuron Stock or other equity securities may reduce to be integrated into our platform for the enablement he market price of global payments processingour services in the jcurisdicties.

Additions where we oral shares of our affiliates operate. While we expect to enter into a definitive commercial agreement with DTR in the second quarter of 2025 and integrate our platform with DTRs technology to establish mutuallCommon Stock or other equity securities may beneficial stablecoin-bas issued payment services which we expect to launch during theand sold into third quarter of 2025, we may be unsuccessful e market in reaching an agreement regarding a commercial relathe future in connectionship with DTR on terms favorable to us, if at all, and, even if we do reach a comme, among other things, the exercial agreement, we may be unsuccessful in integrating our platform with DTRs technology, such integratse of Options, the conversion may take substantially longer than we expect, we may be unsuccessful in obtainingof the Convertible Debenture into shares of Common Stock by the necessary regulaInvestory approvals, and client and user interest in, the exercise of the expaPre-Funded platform and potential new oWarrants sold in the Offerings thereunder may be less than expected. Such risks may be compounded by Akshay Nehata, who directly or , future acquisitions, repayment of outstanding indirectly, wholly owns DTR, serving as our Co-Chief Executive Officer and on the Board.

Additionally, ebtedness or grants under the Cooperation Agreement, we will negotiate Omnibus Incentive Plan, with DTR to establish the terms of the Call Option and the Put Option. While we intend to negotiate such matters in accordance with the terms of the Cooperation Agreement, we may be unsuccessful in such efforts, which may cause us or DTR to seek to modify or terminateout stockholder approval in a number of circumstances. The issuance and sale into the other commercial agreements under the Cooperamarket of addition Agreement, any of which may be adverse to our prospects, financial conditional shares of Common Stock or results of operations. Furtother, if we establish the terms of the Put Option, DTR will equity securities could have the ability to force us to acquire DTR for up to 31.5% of our common stock plus certain convertible or exchangeable securities, which may be highly dilutive to o, among other things, one or more of the following effects: our existing stockholders.

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Moreover, if we establish terms of the Call Opproportion and the Put Option, and we acquire DTR or DTR exercises its right for us to acquire DTR, we may not ate ownership interest will decrealizese; the expected benefitsamount of such acquisition. For additional information regarding the risks related to potential acquisitions, see Item 1A.Risk FactorsRisks Related to Our Business, Finances and Operations Acquisitions, strategic investments, partnerships, or alliances cash available per share, including for payment of dividends in the future, may be difficult to identify. We may not decrealizese; the anticipated benefits of past or future investments,relative voting strategic transactions or acquisitions and integration of these acquisitions may pose integration challenges, divert the attention of management, disrupt our business,ength of each previously outstanding share of our Common Stock may be dilute stockholder value or ominished; and therwise adversely affect our business, financial condition and results market price of operations in our Form 10-K.ur Common Stock may decline.