Bakkt Holdings, Inc. (Bakkt) provides Software as a Service (‘SaaS’) and Application Programming Interface (‘API’) solutions.
The company builds technology that enables its clients to deliver new opportunities to their customers through its SaaS and API solutions that provide crypto trading capabilities and loyalty solutions for its clients and customers. The global market for crypto, while nascent, is rapidly evolving and expanding. The company is well-positioned to provide multi-faceted produ...
Bakkt Holdings, Inc. (Bakkt) provides Software as a Service (‘SaaS’) and Application Programming Interface (‘API’) solutions.
The company builds technology that enables its clients to deliver new opportunities to their customers through its SaaS and API solutions that provide crypto trading capabilities and loyalty solutions for its clients and customers. The global market for crypto, while nascent, is rapidly evolving and expanding. The company is well-positioned to provide multi-faceted product solutions and grow with this evolving market. The company’s platform is well positioned to power commerce by enabling businesses, institutions, and consumers, to better manage, transact with and monetize crypto.
The company’s platform is built to accommodate various crypto assets and offers clients the flexibility to choose some or all of the company’s capabilities, and the manner in which these capabilities are enabled for consumers, based on each client’s needs and objectives. Some clients choose to enable its capabilities directly in their experience, while others want a ‘ready-to-go’ storefront and leverage capabilities, such as the company’s web-based technology. The company’s institutional-grade platform, born out of the company’s former parent company, Intercontinental Exchange, Inc. (‘ICE’), supports ‘know your customer’ (‘KYC’) and anti-money laundering (‘AML’) capabilities, and other anti-fraud measures to combat financial crime.
The company operates primarily through the following entities:
Bakkt Crypto:
Bakkt Crypto Solutions, LLC (‘Bakkt Crypto’), through business partnerships with clients, offers customers of those clients the ability to purchase, sell, store and, in approved jurisdictions, deposit and withdraw approved crypto assets, all from within the applications of the company’s clients with whom customers already have a relationship. Using Bakkt Crypto’s platform, customers can purchase approved crypto assets, store crypto assets in custodial wallets, liquidate their holdings, and transfer supported crypto assets between a custodial wallet maintained by Bakkt Crypto and external wallets in certain jurisdictions, if enabled by the client. Bakkt Crypto’s proprietary trading platform and relationships with liquidity providers provide access to a wide range of crypto assets and competitive pricing to the company’s customers.
The company’s agreements with clients provide for licensing of their front-end trading platforms by Bakkt Crypto and cooperation between the parties in facilitating customers’ transactions in crypto assets. The agreements are generally for a term of either one or two years and can be terminated by either party for breach or in case of a change of control. Generally, the agreements also contain provisions giving Bakkt Crypto discretion in the choice of crypto assets offered to each client through its platform and, in some cases, exclusivity covenants pursuant to which clients have agreed not to refer their customers to other crypto asset trading platforms.
Bakkt Crypto regularly explores additional ways to innovate and provide additional products and services to its clients. For example, subject to applicable regulatory approvals, Bakkt Crypto intends to expand the provision of trading services for institutional clients.
Bakkt Crypto holds a New York State virtual currency license (commonly referred to as a ‘BitLicense’) and money transmitter licenses from all states throughout the United States (‘U.S.’) where such licenses are required for the operation of its business, and is registered as a money services business with the Financial Crimes Enforcement Network of the U.S. Department of the Treasury (‘FinCEN’). Bakkt Crypto is also able to provide fiat funding services where a client does not have that capability.
BakktX ECN, LLC:
In 2024, the company formed BakktX ECN, LLC principally in connection with the company’s planned launch of an institutionally-focused trading platform known as an electronic communications network (‘ECN’), as well as advanced trading infrastructure, which the company collectively refers to as ‘BakktX.’ As part of this effort, the company has licensed Crossover Technologies proprietary matching technology that allows clearinghouses and other trading institutions to employ smart order routing for trade matching for their users. BakktX order matching technology is being utilized by Bakkt’s in-house, retail-facing principal brokerage, Bakkt Crypto, to offer the U.S. clients and their customers, except for customers and clients in New York, where BakktX remains subject to regulatory approval, more competitive crypto asset pricing and greater efficiency, reliability and scalability for their platforms. Given the immediate opportunities to support the rapidly expanding U.S. retail crypto market and BakktX’s capability to service that market, the company has paused its efforts to integrate a third-party central counterparty clearing partner or other risk management solutions, while continuing to develop service offerings that will facilitate direct institutional integration with highly competitive and customizable liquidity options.
Bakkt Loyalty Solutions:
Bakkt’s Loyalty Solutions business enables clients (including financial institutions, airlines and other loyalty sponsors) to enable their customers—who hold their loyalty points—to redeem those points for items, including travel and merchandise. To that end, Bakkt’s Loyalty Solutions business enables point redemption and fulfillment (including travel reservations). This business operates primarily in the United States and in Canada under the legal entities Bridge2 Solutions, LLC, Bridge2 Solutions Canada Ltd and Aspire Loyalty Travel Solutions, LLC.
Bakkt Trust Exit
In October 2024, the company began investigating a possible wind-down and dissolution of Bakkt Trust Company LLC (‘Bakkt Trust’) due to its lack of market traction and high cost of capital (due to regulatory requirements). As this process has progressed, the company has also worked to find strategic alternatives for Bakkt Trust. In November 2024, the company amended Bakkt Trust’s supervisory agreement with the New York State Department of Financial Services (‘NYDFS’) to provide for lower capital requirements for Bakkt Trust in exchange for its suspension of all customer activities.
In March 2025, the company entered into an agreement with ICE, a significant stockholder of the company, whereby ICE agreed to purchase all of the outstanding equity interests of Bakkt Trust.
Bakkt Loyalty Solutions Exit
In March 2025, the company announced its investigation of strategic alternatives for the company’s loyalty business as the company works to realign its business with a crypto focus. As the company explores its options, including a potential sale or wind-down, the company expect to reduce efforts to promote and grow this business.
Cooperation Agreement
On March 19, 2025, the company had entered into a cooperation agreement with Distributed Technologies Research Ltd. (‘DTR’) and Akshay Naheta, the sole stockholder of DTR (the ‘Cooperation Agreement’).
Pursuant to the Cooperation Agreement, DTR will provide the company with certain exclusive payment processing technology, application programming interfaces, and infrastructure to be integrated into the company’s platform for the enablement of global payments processing services in the jurisdictions where the company or the company’s affiliates operate.
Crypto Assets and Services Offered by Bakkt
Retail Customers
The company provides the following crypto-related services for retail customers: crypto asset trading; custody services for the crypto assets supported for trading; and external transfers of crypto assets in jurisdictions where transfers are allowed. These services are provided through the company’s clients which have a direct relationship with such customers and utilize the company’s trading platform and custody services.
Crypto Asset Trading
The company’s client agreements entitle the company to receive recurring revenues in the form of platform fees from clients for the use of the company’s platforms by their customers.
Customers may purchase approved crypto assets directly through Bakkt Crypto utilizing: the customer’s fiat wallet; the customer’s Banking as a Service (‘BaaS’) provider account; or the customer’s brokerage account. Customers may sell crypto assets through Bakkt Crypto. The sale proceeds from a sale can be directed to: the customer’s fiat wallet; the customer’s BaaS account; or the customer’s brokerage account.
The funding source is specific to the client relationship through which the customer account was opened and is not specified by the individual customer account holder. For example, if a customer opens an account with a client where trades are funded via a BaaS relationship, all sale and purchase transaction-related funds will flow through the customer’s BaaS account. Customers submit all purchase and sale orders through the user interface of the client with which they have opened an account.
With respect to customer purchase and sale orders, Bakkt Crypto operates as a riskless principal and offsets each customer order it fills by routing a corresponding order to a liquidity provider on a one-to-one basis. Bakkt Crypto settles its transactions with liquidity providers on a net basis.
Customers can submit an order request to purchase crypto assets by specifying the dollar value or coin quantity that they wish to purchase. The client’s user interface displays the estimated price or quantity, as applicable, as well as any transaction fees.
Before sending a purchase order request, the client must verify that sufficient funds are available in the applicable customer funding source. If the customer account has sufficient funds, the client then sends the order to Bakkt Crypto. Upon receipt of the purchase order, Bakkt Crypto accepts and processes the purchase order and records any order fill transactions on Bakkt Crypto’s internal ledger. Bakkt Crypto recognizes the revenue from markup and/or trade fees at this time in the flow using explicit journal types in the transaction ledgering.
If the customer’s funding source is a fiat wallet, Bakkt Crypto will debit the customer’s fiat wallet on its internal ledger. During the daily net settlement period fiat funds are transmitted from the for benefit of (‘FBO’) account to the Bakkt Crypto transaction account.
If the customer’s funding source is a BaaS account, Bakkt Crypto sends a message to the client that a trade has been executed. The client then instructs the BaaS provider to transfer the funds from the customer’s BaaS account to its BaaS FBO account. The BaaS provider will debit the customer’s fiat wallet on its internal ledger. During the daily batch settlement period, fiat funds are transmitted from the BaaS FBO account to the Bakkt Crypto transaction account.
A BaaS account is one where a client, through its banking relationships, offers customers the ability to withdraw fiat currency from, or transfer or deposit fiat currency into, the customer’s BaaS account with that client. In those instances, those customers would utilize their BaaS account to purchase supported crypto assets from Bakkt Crypto, as depicted in Figure 2, below, and to deposit the proceeds of sales of supported crypto assets to Bakkt Crypto, as depicted in Figure 6, below. The company’s client, not the company, maintains the relationship with the BaaS provider and the company is not itself regulated as a bank.
If the customer’s funding source is a brokerage account, Bakkt Crypto sends a message to ledger the funds from the customer’s brokerage account at the brokerage’s clearing firm to Bakkt Crypto brokerage account at the brokerage’s clearing firm. During the daily batch settlement period, fiat funds are transmitted from the Bakkt Crypto brokerage account to the Bakkt Crypto transaction account.
For sales, customers submit an order request via the client with which they have a relationship to Bakkt Crypto to sell crypto assets by specifying the dollar value or quantity that they wish to sell. For market orders, the client displays the estimated price or estimated quantity, which is inclusive of any markup. If the client is charging any trade fees, those will be displayed and included in the total trade value. Once confirmed by the customer, the order is then sent to Bakkt Crypto by the client. Upon receipt of the order, Bakkt Crypto accepts and processes the sale order and records the order fill transaction on Bakkt Crypto’s internal ledger by recording a debit to the customer’s crypto asset account.
If the customer’s funding source is a fiat wallet, Bakkt Crypto will credit the customer’s fiat wallet on its internal ledger. During the daily batch settlement period, fiat funds are transmitted from the Bakkt Crypto transaction account to the FBO account.
If the customer’s funding source is a BaaS account, Bakkt Crypto sends a message to the client that a trade has been executed. The client then instructs the BaaS provider to transfer the funds from its BaaS FBO account to the customer’s BaaS account. The BaaS will credit the customer’s fiat wallet on its internal ledger. During the daily batch settlement period, fiat funds are transmitted from the Bakkt Crypto transaction account to the BaaS FBO account.
If the customer’s funding source is a brokerage account, Bakkt Crypto sends a message to ledger the funds from the Bakkt Crypto brokerage account at the brokerage’s clearing firm to the customer’s brokerage account at the brokerage’s clearing firm. During the daily batch settlement period, fiat funds are transmitted from the Bakkt Crypto transaction account to the Bakkt Crypto brokerage account.
Liquidity Providers
Bakkt Crypto has relationships with several liquidity providers, with at least two providers servicing each supported crypto asset in order to provide consistent liquidity. Bakkt Crypto aggregates quotes from its liquidity providers by asset, side, price and size, which Bakkt Crypto uses to determine what quotes to provide, as principal, to its clients for display to customers.
To fill customer orders as a riskless principal, the Bakkt Crypto platform compares customer orders to the aggregated best bid or offer prices quoted by Bakkt Crypto’s liquidity providers. If a customer order is marketable, Bakkt Crypto routes an offsetting order for its own account, on a one-to-one basis, to the liquidity provider quoting the best price. Customers may place market orders or limit orders on the Bakkt Crypto platform. Market orders are, by definition, marketable when they are placed. As such, when a customer market order is received, Bakkt Crypto will offset that order by routing an order for its own account to the relevant liquidity provider on an ‘immediate or cancel’ basis. Limit orders may be marketable when they are placed or may become marketable when the aggregated market price, as determined by Bakkt Crypto’s proprietary internal system, aligns with the limit price selected by the customer. The Bakkt Crypto platform holds customer limit orders that are not marketable at the time they are placed on Bakkt Crypto’s internal order book and evaluates such orders for marketability on an ongoing basis as liquidity providers change their best bid or offer prices. Should a customer limit order become marketable as the aggregated best price changes, the Bakkt Crypto platform would, at that point, place an offsetting order for its own account with a liquidity provider.
Upon receipt of a fill confirmation from the liquidity provider servicing one of Bakkt Crypto’s offsetting orders, Bakkt Crypto will fill the corresponding customer transaction out of its own account, as riskless principal. In other words, the Bakkt Crypto platform is structured to execute the offsetting order for Bakkt Crypto’s own account prior to executing the corresponding customer order.
Bakkt Crypto has written agreements with all of its liquidity providers. Under these agreements, Bakkt Crypto is granted access to proprietary trading platforms of the liquidity providers for the purpose of placing orders for purchase or sale of crypto assets. Bakkt Crypto acts as principal in such transactions with liquidity providers. Orders cannot be withdrawn, cancelled or amended. After the liquidity provider accepts the order, it issues a transaction confirmation. The parties then are obligated to deliver fiat currency and crypto assets according to the terms of the transaction. The agreements contain customary representations and warranties and confidentiality, limitation of liability and indemnification provisions. The agreements do not have a set term and generally may be cancelled by either party for convenience on prior written notice of 30 to 60 days, with some agreements providing for no such notice obligations or a notice obligation of seven days.
Settlement is conducted on a net basis on the blockchain supporting the crypto asset. Bakkt Crypto is not required to pre-fund any transactions with liquidity providers. Instead, Bakkt Crypto settles with liquidity providers on a daily basis; however, in instances where a liquidity provider’s settlement balance is less than an agreed upon notional dollar amount for a given token, Bakkt Crypto will settle with those liquidity providers on the last business day of the applicable month, or when the settlement balance exceeds those levels, if sooner. At settlement, fiat currency and crypto assets are exchanged to settle trading obligations from the previous period. In periods of heavy trading volumes, Bakkt Crypto and the liquidity providers may agree to perform more frequent settlements in order to decrease the exposure of unsettled transactions.
Custody Services for the Crypto Assets Supported for Trading
Bakkt Crypto has third-party custodial relationships with Coinbase Custody Trust Company (‘Coinbase Custody’) and BitGo Trust Company (‘BitGo’), which are used for custody and crypto asset transfers, where applicable. In addition, Bakkt Crypto also self-custodies select crypto assets (approximately 47% of total customer crypto assets were self-custodied as of December 31, 2024) to facilitate customer withdrawals utilizing the Fireblocks Vault service offered by Fireblocks Inc. (‘Fireblocks’). Self-custodying customer crypto assets through the use of Fireblocks third-party custody software involves risks related to the company’s reliance on the third party for certain services. These include the implementation of Secure Multi-Party Computation (MPC) key creation software, the provision of software that facilitates a Secure Transfer Environment for the transfer of crypto assets, and workflow authorization functionality ensuring that only Bakkt Crypto specified authorized persons are able to access the wallets for authorized purposes.
Under the BitGo Custody Agreement, BitGo, at Bakkt Crypto’s direction, establishes and maintains wallets for the storage of crypto assets, including cold wallets where BitGo holds all of the keys, and all of those keys are held in an offline storage platform (a ‘Vault’). BitGo serves as custodian of crypto assets stored in these wallets. BitGo is required to use reasonable best efforts to keep all custodial coins received by BitGo in safe custody on behalf of Bakkt Crypto and to keep all keys to the custodial wallet held by BitGo secure and to maintain at least one backup key. BitGo is also required to exercise all reasonable best efforts to prevent unauthorized access to or use of the keys held by BitGo to the custodial wallet. Bakkt Crypto does not have inspection rights under the BitGo Custody Agreement. The BitGo Custody Agreement had an initial one-year term and is renewing automatically for successive one-year periods unless either party provides notice to the other party of its intent not to renew at least 60 days prior to the expiration of the then-current term.
Under the Coinbase Custody Agreement, Coinbase Custody provides Bakkt with a segregated custody account controlled and secured by Coinbase Custody to store certain crypto assets supported by Coinbase Custody on Bakkt Crypto’s behalf. Crypto assets in the custodial account are not treated as general assets of Coinbase Custody, and Coinbase Custody is a fiduciary and custodian on Bakkt Crypto’s behalf. Pursuant to the Coinbase Custody Agreement, Coinbase Custody securely stores crypto asset private keys in offline storage and has implemented and agreed to maintain a reasonable information security program with policies and procedures reasonably designed to safeguard its electronic systems and Bakkt Crypto’s confidential information. Coinbase Custody is required to keep timely and accurate records as to the deposit, disbursement, investment and reinvestment of crypto assets and maintain accurate books and records of the custody services in accordance with applicable law and its own internal document retention policies. Bakkt Crypto does not have inspection rights under the Coinbase Custody Agreement. The Coinbase Custody Agreement remains effective until terminated by either party by providing at least 30 days’ prior written notice to the other party.
Pursuant to the License Agreement between Fireblocks and Bakkt Crypto, Fireblocks has granted Bakkt Crypto a non-exclusive, non-sub-licensable, non-transferable license to generate wallets through the Fireblocks Vault service. The service allows Bakkt Crypto to access and use crypto asset wallets that store private and public keys, interact with various blockchains and monitor its balances of crypto assets.
Bakkt Crypto holds all crypto assets, including customer crypto assets and the immaterial inventory of crypto assets that Bakkt Crypto maintains for purposes such as facilitating blockchain fee payments and accommodating the impacts of rounding, in omnibus wallets. With respect to mode of storage, a small percentage of all crypto assets (generally not more than 2%) are held in warm or hot storage in order to facilitate daily settlement and customer withdrawals, while the vast majority of crypto assets are held in cold storage and accessed, as needed, to replenish the warm or hot wallets. The amounts of crypto assets held in warm/hot storage and cold storage are monitored daily by the company’s custody operations team and reviewed by management on a monthly basis.
Assets stored by Coinbase Custody and BitGo are held 100% in segregated cold storage. ‘Segregated’ means that Bakkt Crypto customer assets are held in unique addresses on the respective blockchains and do not include assets of other BitGo or Coinbase clients, or of BitGo or Coinbase themselves. Both entities are SOC 1 certified. At this time, Bakkt Crypto does not utilize third parties other than Coinbase Custody and BitGo to hold customer crypto assets as custodian.
To ensure the security of crypto assets, the company does not disclose the geographic location where such assets are held or the identity of the persons who have access to them or the authority to release those assets from wallets. Private keys are held in controlled locations dispersed through the United States according to SOC 1 audit procedures to ensure appropriate security. There are dedicated team members responsible for daily reconciliation of wallet holdings. New members of the company’s custody operations team are required to complete training and test simulations and are provided with a runbook on the company’s custody procedures. New members of the custody operations team, like all the company’s employees, also are subject to background checks and drug testing. The daily reconciliations prepared by the custody team are reviewed and analyzed by management monthly. Designated individuals within the custody operations team are responsible for the initiation and approval of outbound wallet transactions, as per the company’s policies and procedures. Access rights are managed according to the principle of least privilege. These rights are maintained according to the company’s IT security policy and subject to quarterly review by the company’s IT security team.
No insurance provider has inspection rights in respect of the crypto assets held in storage.
External Transfers of Crypto Assets
Other than in the state of New York, the company makes available to customers the ability to transfer crypto assets to and from external wallets. Because the company has structured its platforms to be client-configurable in several aspects, each client has the discretion to enable this transfer feature for its customers. Crypto assets made available to customers residing in the State of New York will not be transferable to external wallets until that capability is approved by the NYDFS, which the company is presently seeking.
Other Potential Services
As a B2B2C-oriented, client-led business, the company continually refines its service offerings in light of client demand and the company’s strategy in a manner that is compliant with applicable governance and regulatory requirements. For instance, in October 2024, the company determined to de-prioritize offering the institutional grade custody solution offered by Bakkt Trust, and in March 2025, the company agreed to the sale of Bakkt Trust to ICE. The company also continually evaluates new product offerings that are logical expansions of the company’s platform that will address client and customer expectations. For instance, the company is presently planning to expedite the company’s BakktX infrastructure to offer institutional clients a liquidity-only product that the company is calling ‘Liquidity As A Service,’ which the company expects will leverage that infrastructure to enable other providers to access better crypto asset liquidity and pricing. Because of the rapidly changing regulatory environment, the company may decide to undertake, or in some cases stop undertaking, potential service offerings in light of regulatory or compliance concerns.
Sales and Marketing
The company markets its platform to its clients. The company does not engage in any direct-to-consumer marketing for the acquisition or engagement of customers. As part of client engagement, the company may assist them in developing their crypto assets marketing strategy but any such strategy is ultimately executed by clients at their discretion.
Clients may choose to market the company’s crypto asset services to customers. In order to ensure the company complies with applicable laws and regulations, the company retains the right to review customer-facing marketing materials proposed to be used by clients. In specific instances, the company require clients to disclose the services the company provides and the related risks in such materials.
The company markets its products and services to potential clients using multiple business-to-business channels, such as (i) company-owned domains (e.g., the company’s website and blog and its social media platforms), (ii) direct marketing, including email marketing and targeted digital advertisements to potential clients, and (iii) indirect marketing to potential clients via partnerships with existing clients and other third parties to promote branding and product access for potential clients through existing client channels.
Since customers must agree to the company’s terms of use in order to utilize the services offered by the company’s platforms, as part of customer onboarding, the company collects data about customers from the applicable client and/or customer in accordance with the company’s privacy policy. This data is used to complete required processes (e.g., Customer Identification Program and KYC verification) and to service customers.
The company has built an extensive vendor network across various industries, including financial services, travel and entertainment, retail and platform companies. While the company has made headway building partnerships in these industries, there remain significant untapped growth opportunities in each area. For example, traditional financial institutions are facing increased competition from a broader group of fintech entrants. The company expects that the pressure on them to provide innovative products and increased competition will continue to grow. The company’s ability to stand up capabilities within client ecosystems makes the company’s platform an attractive solution for such financial institutions seeking an intuitive, tightly integrated, low risk solution to offer crypto and loyalty services.
The company’s growing network of clients provides potential for increased scale and substantiates the viability of the company’s business plan. As the company’s partnerships go live, the company will offer to retail clients marketing resources to drive consumer adoption and usage of the company’s platform. The successful activation and implementation of these partnerships are expected to be a significant driver for the company’s transaction growth and associated revenue, including crypto trading revenue. The company will benefit from a positive network effect, where the value of the company’s network will generally increase as the company adds new clients, vendors, customers and crypto to the company’s platform.
Loyalty
The company offers a full spectrum of supplier content through configurable, white-label e-commerce storefronts that clients can make available for their customers to purchase via redemption of loyalty points. The company’s redemption catalog spans a variety of rewards categories, including travel, gift cards and merchandise, including a unique Apple product and services storefront. The company’s travel solution offers a retail e-commerce booking platform with direct supplier integrations, as well as a U.S.-based call center for live-agent booking and servicing. The company’s platform provides a unified shopping experience that is built to seamlessly extend the company’s clients’ loyalty strategies and user experience for their loyalty programs. Functionality includes a mobile-optimized user interface, numerous configurations to support diverse program needs, promotional campaign services, comprehensive fraud protection capabilities and the ability to split payments across both loyalty points and credit cards. The company recognizes that businesses want to offer consumers choice, innovation and a frictionless experience, and the company’s platform and service offerings were constructed with this in mind.
The company has thoughtfully built a unique and powerful platform with end-to-end services, including easily consumable technology services, customer support and compliance infrastructure, for the company’s clients.
Clients
The company’s clients include financial institutions, fintechs, broker-dealers, neobanks, registered investment advisers, funds, merchants, and other businesses. The company’s crypto-related capabilities facilitate new asset acquisition opportunities for their customers, in addition to the secure safekeeping of acquired crypto assets and crypto assets stored on behalf of institutional clients. The company’s loyalty-related capabilities deepen the company’s clients’ relationships with their customers by strengthening the value proposition of their loyalty programs. The company’s thousands of redemption options enable the company’s clients to meet their customers where they are, deliver the products and services they desire, and meet the expectations of next generation audiences by offering crypto redemption options.
The company’s clients, Webull and Bank of America, have notified the company that they will not be renewing their respective agreements with the company when the current term of the applicable agreement ends. Webull represented 74% of the company’s Crypto services revenues in the year ended December 31, 2024 and Bank of America represented approximately 16% of the company’s loyalty services revenue in the year ended December 31, 2024.
Revenue Model
The company primarily generates revenue when clients or their customers use its services to buy, sell and/or store crypto or transact in loyalty points on the company’s platform in the following key areas:
Subscription and service revenue. The company receives a recurring subscription revenue stream from client platform fees as well as service revenue from software development fees and call center support.
Transaction revenue. The company generates transaction revenue from crypto buy/sell transactions, where the company charges a markup on both legs of the transaction, and through loyalty redemption volumes, where the company earns a margin from the difference of the value of the points being redeemed and the cost of fulfilling the redemption request.
The company’s loyalty revenue has seasonality and is typically higher in the fourth quarter, driven by holiday spending and the travel bookings.
Revenue generated from the company’s crypto services was immaterial prior to the company’s acquisition of Bakkt Crypto in April 2023; however, revenue from crypto services is now a significant driver of the company’s business, and the company expects Crypto services revenue to continue to increase as the company grows its client base and the company’s customers.
Growth Strategy
The company goes to market using a platform strategy, driven by the company’s clients. The company partners with leading companies and expects to grow customers on the company’s platform through those relationships, in addition to the company’s direct institutional clients. The company has already built an extensive network of clients across numerous industries, including financial institutions, merchants and travel and entertainment. These clients include Webull, Public.com, Blockchain.com, and Swan Bitcoin. This strategy will enable the company to add transacting accounts and volume more quickly and more efficiently than a direct-to-consumer model, given the company’s limited operating history and the novelty of the crypto space for some customers.
As part of this approach, the company has developed its platform to be flexible and scalable to accommodate how different clients may want to implement the company’s solutions. Depending on each client’s specific needs and objectives, that client can choose to add one, some or all of the company’s capabilities, and can also choose the manner in which those capabilities are enabled. Clients can choose to fully or partially embed the company’s capabilities directly through Bakkt hosted user interfaces.
The company’s growth will come from adding clients and correspondingly, their customers, and increasing transaction activity as well as strategic acquisitions. Leveraging Bakkt Crypto’s proprietary trading platform and existing relationships with liquidity providers, the company provides a wide range of assets and competitive pricing to the company’s clients.
The company’s growth strategies include adding clients; adding customers; and expanding the company’s offering.
Over time, the company expects to continue to invest in its business to provide best-in-class products and services. Some of those longer-term planned enhancements include:
Crypto enhancements. The company expects to expand its crypto capabilities to products and services that will appeal to both the company’s clients and customers. By increasing the acceptance of crypto investing in the institutional space, these additional products can further increase interest in crypto generally among retail consumers, which will ultimately benefit the company’s platform. For instance, the company expects BakktX to enable the company to offer crypto institutions competitive and customizable liquidity.
Evaluate additional strategic acquisitions. The company will continue to be opportunistic and evaluate strategic acquisitions that have compelling benefits for the company’s business.
Sales and Marketing
The company’s go-to-market strategy is ‘business-to-business-to-consumer’, or ‘B2B2C’, in which the company acquires customers primarily via client relationships. The company’s focused approach on building scalable partnerships with valued brands will drive strong growth in customers. Customers of the company’s crypto clients access its platform through a client environment. Similarly, customers of the company’s loyalty clients may only access its redemption storefronts through clients’ loyalty program user experience.
The company’s marketing efforts are focused on business-to-business (‘B2B’) activities to acquire new clients. The company utilizes multiple B2B channels, such as Bakkt-owned domains (e.g., the company’s website and blog and its social media platforms) and direct marketing to potential clients, such as email marketing and targeted digital advertisements. The company also engages in indirect marketing to potential clients via partnerships with existing clients and other third parties to promote branding and product access for potential clients through existing client channels.
Customer Care
The company’s customer service channels are at the core of its loyalty and travel redemption offerings to clients, providing seamless and easy-to-leverage support for the wide array of loyalty and travel redemption transactions on the company’s platform. The company strives to provide its clients and their customers with a high-quality experience. The company provides customer service that is designed to meet the requirements of the company’s clients. The company’s customer service agents undergo a rigorous training program and are continually monitored and trained as new capabilities are added to the platform. New clients are able to leverage the company’s deep expertise in customer support as they roll out new offerings to their customer bases.
Cybersecurity
The company maintains independent SSAE-18 SOC 1 Type II and SOC 2 Type II attestation reports for the company’s crypto platform and SOC 2 Type II attestation reports for the company’s loyalty platform. The company also maintains compliance with the Payment Card Industry Data Security Standard (‘PCI-DSS’) for in-scope systems where cardholder data is stored or processed. The company complies with NYDFS cybersecurity requirements which impose requirements related to establishing a detailed cybersecurity plan, enacting a comprehensive cybersecurity policy, and maintaining an ongoing reporting system for cybersecurity events.
Regulation
Bakkt Crypto is registered as a ‘Money Services Business’ with FinCEN. These licenses and registrations subject the company to, among other things, record-keeping requirements, reporting requirements, bonding requirements, limitations on the investment of customer funds, and examination by state and federal regulatory agencies. These licensing laws also address matters such as change in control, and regulatory approval of controlling shareholders, directors, and senior management of the licensed entity.
Bakkt Crypto also has a virtual currency license (‘BitLicense’) from the NYDFS, which subjects it to NYDFS's oversight with respect to business activities conducted in New York State and with New York residents, and a Louisiana virtual currency business activity license, which subjects it to oversight by the Louisiana Office of Financial Institutions with respect to its virtual currency business activity in Louisiana State and with Louisiana residents. In October 2023, the governor of California signed into law the Digital Financial Assets Law (‘DFAL’), which establishes a required licensing framework administered by the California Department of Financial Protection and Innovation (‘DFPI’) for entities engaged in digital financial asset business activity in the state of California.
In addition, under the Electronic Fund Transfer Act, the company is required to disclose the terms of, and any fees applicable to, the company’s electronic fund transfer services to consumers prior to their use of the service, among other requirements.
The company is subject to AML laws and regulations in the United States, including the BSA, as amended, and its implemented regulations enforced by FinCEN, as well as laws designed to prevent the use of the financial systems to facilitate terrorist activities. The company has implemented a comprehensive AML compliance program designed to prevent the company’s platform from being used to facilitate money laundering, terrorist financing, and other illicit activity. The company’s program is also designed to prevent its platform from being used to facilitate business in countries, or with persons or entities, included on designated lists promulgated by OFAC and equivalent authorities in other countries. The company’s AML compliance program is consisted of policies, procedures, reporting protocols, including reporting requirements for suspicious transactions, and internal controls, including the designation of a compliance officer, training for employees, and a regular independent review of the program. It is designed to address applicable legal and regulatory requirements and to assist in managing risk associated with money laundering and terrorist financing
History
Bakkt Holdings, Inc. was founded in 2018.