Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On November 24, 2021, Bakkt Holdings, Inc. (the "Company") issued letters
(the "Anticipated Grant Letters") to certain of its employees, including Gavin
Michael, the Company's Chief Executive Officer, and Andrew LaBenne, the
Company's Chief Financial Officer, as previously approved by the Company's
Compensation Committee (the "Compensation Committee"), in relation to future
grants of awards under the Company's 2021 Omnibus Incentive Plan (the "2021
Plan").

Pursuant to the Anticipated Grant Letters, subject to the Company filing with
the Securities and Exchange Commission of a registration statement on Form S-8
(the "S-8") for the 2021 Plan and to the relevant executive officer's continued
employment with the Company as of the grant date, the Company has committed to
grant to the applicable executive officer certain restricted stock units that
will vest on or about May 15, 2022 ("Merger Incentive RSUs"). Such Merger
Incentive RSUs are intended to compensate the relevant executive officers for
contributions to the Company during 2021, particularly in relation to the
Company's business combination consummated on October 15, 2021. Such executive
officers joined the Company at a time when no additional equity incentive grants
could be made. Further, the 2021 Plan places limitations on the grant of equity
incentives with a vesting date of less than one year from the date of grant.
Therefore, the Compensation Committee determined it would be in the best
interest of the Company and its stockholders to make grants of Merger Incentive
RSUs, as additional grants with future vesting dates, to partially compensate
such executive officers for their period of service during which no equity
incentives were granted and no vesting credit was provided due to limitations in
the Company's equity incentive plans.

The Merger Incentive RSUs are in addition to previously contemplated awards of
restricted stock units ("Go-Forward Award RSUs") as set forth in the executives'
employment agreements (the "Employment Agreements"). As a result, it is
anticipated that the named executives will be granted the number of RSUs listed
in the table below, subject to the vesting and other conditions described
herein.



Name                             Position                Go-Forward Award RSUs           Merger Incentive RSUs

Gavin Michael             Chief Executive Officer                     4,164,000                         694,000
Andrew LaBenne            Chief Financial Officer                       400,000                          66,667


Consistent with the provisions of the Employment Agreements, the Anticipated
Grant Letters specify that the relevant executives will continue to be granted
Go-Forward Award RSUs in the amounts provided above, as provided for under the
Employment Agreements, fifty percent (50%) of which will be in the form of
time-based vesting restricted stock units that will vest in three equal annual
installments on the first three anniversaries of the grant date, and the
remaining fifty percent (50%) of which will be in the form of performance-based
stock units ("PRSUs") that will vest over the same three-year period, to the
extent applicable performance conditions have been satisfied. The performance
criteria for the PRSUs have not been established by the Company's Compensation
Committee, but it is anticipated that such criteria will be established prior to
the date of grant, which is expected to occur in late December 2021, after the
filing of the S-8.

The foregoing description is qualified in its entirety by reference to the
Letters, the form of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K, as well as the 2021 Plan and the Employment Agreements of Mr. Michael
and Mr. LaBenne, filed as Exhibits 10.2, 10.3 and 10.4, respectively, to this
Current Report on Form 8-K.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

10.1          Form of letter regarding anticipated equity incentive grants

10.2          2021 Omnibus Incentive Plan (incorporated by reference from Exhibit
            10.9 to the Company's Current Report on Form 8-K filed with the SEC on
            October 21, 2021)

10.3          Employment Agreement, dated January 9, 2021, by and among Gavin
            Michael, Bakkt Opco Holdings, LLC and the Company (incorporated by
            reference from Exhibit 10.12 to the Company's Current Report on Form
            8-K filed with the SEC on October 21, 2021)

10.4          Employment Agreement, dated March 16, 2021, by and among Andrew
            LaBenne, Bakkt Opco Holdings, LLC and the Company (incorporated by
            reference from Exhibit 10.13 to the Company's Current Report on Form
            8-K filed with the SEC on October 21, 2021)

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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