#1ở Bakkt. Second Quarter 2023 Earnings August 10, 2023#2Important notice Unless the context otherwise provides, "we," "us," "our," "Bakkt" and like terms refer to Bakkt Holdings, Inc. and its subsidiaries. FORWARD-LOOKING STATEMENTS This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, statements regarding the impacts from the Apex Crypto acquisition and Bakkt's guidance, plans, objectives, expectations and intentions with respect to future operations, products, services and the application of Bakkt's available cash, among others. Forward-looking statements can be identified by words such as "will," "likely," "expect," "continue," "anticipate," "estimate," "believe," "intend," "plan," "projection," "outlook," "grow," "progress," "potential" or words of similar meaning. Such forward- looking statements are based upon the current beliefs and expectations of Bakkt's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and beyond Bakkt's control. Actual results and the timing of events may differ materially from the results anticipated in such forward-looking statements as a result of the following factors, among others: Bakkt's ability to grow and manage growth profitably; changes in Bakkt's business strategy; changes in the market in which Bakkt competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations; changes in the markets that Bakkt targets; disruptions in the crypto market that subject Bakkt to additional risks, including the risk that banks may not provide banking services to Bakkt; the possibility that Bakkt may be adversely affected by other economic, business, and/or competitive factors; the inability to launch new services and products or to profitably expand into new markets and services; the inability to execute Bakkt's growth strategies, including identifying and executing acquisitions and Bakkt's initiatives to add new clients; Bakkt's 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 Bakkt's data security; the impact of any goodwill or other intangible assets impairments on Bakkt's operating results; the impact of any pandemics or other public health emergencies; Bakkt's inability to maintain the listing of its securities on the New York Stock Exchange; and other risks and uncertainties indicated in Bakkt's filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on such forward-looking statements. Such forward-looking statements relate only to events as of the date on which such statements are made and are based on information available to us as of the date of this presentation. Unless otherwise required by law, we undertake no obligation to update any forward-looking statements made in this presentation to reflect events or circumstances after the date of this presentation or to reflect new information or the occurrence of unanticipated events. BASIS OF PRESENTATION This presentation includes discussions of Adjusted EBITDA and Free Cash Flow, which are financial measures that are not calculated in accordance with GAAP. For more information regarding Adjusted EBITDA please see slides 25-26 and for Free Cash Flow please see slide 30. A 2#3Business updates 3#4Key investor takeaways Making strong progress executing on 2023 key priorities, including expanding crypto platform, activating and broadening client network and strategically allocating capital Winning new custody and crypto trading clients and building strategic alliances, as the synergies of our newly expanded crypto capabilities and best-in-class infrastructure resonates with market participants Expanding into new international markets Delivering solid results for our existing loyalty clients as we work together to grow volume Prudent expense management resulting in improved gross profit margins. We are updating our full year 2023 operating and free cash flow (non-GAAP) outlook; operating cash flow expected to improve over 20% from prior guidance 4#5End-to-end crypto capabilities. From onramps to advanced trading and secure custody • Secure custody of assets, founded in traditional finance and built to 回 CRYPTO CUSTODY ● Regulated by NYDFS as a limited- purpose trust company • Reliable infrastructure with multi- layered security for streamlined management uphold shifting regulatory standards A • Disaster Recovery Services provide encrypted backup package storage to help ensure customer funds are safe and recoverable ● * Subject to regulatory approval CRYPTO TRADING Curated, secure, and regulated trading API and UI options to activate trading responsibly ● Deep liquidity provides unparalleled liquidity and price quality and 100% uptime • Seamless integration & customer experience enables clients to integrate ~45 days, instant funds settlement and failover protection Capabilities include coin transfer, advanced order management system and multiple fee structures • Fiat onramps via ACH, debit card, and wire transfer • Innovative ways for consumers to access crypto including rewards from redemptions and earning or by getting paid in crypto LOYALTY REDEMPTION • Full spectrum of content for loyalty redemption including Apple products & other merchandise, travel & experiences and gift cards Flexible turnkey solutions efficiently built to drive loyalty and engagement Institutional-grade, risk, security and compliance-focused technology platform built to embed into client and partner experiences 5#6Client reach across high growth sectors provides efficient scalability B Bakkt. Institutional-grade, security and compliance-focused technology platform built to embed into partner experiences ล Strong client network FINTECHS. NEOBANKS TRAVEL AND ENTERTAINMENT WEALTH MANAGEMENT PROCESSORS & NETWORKS TRADFI MERCHANTS Examples of recently expanded client base M STASH public CAESARS ENTERTAINMENT. M1 Finance Webull Pay & 8 APR 8 8 AAR 8 PAR 2 Scalable reach to millions of users 6#7We have been successfully expanding our crypto platform ● ● ● ● APEX CRYPTO INTEGRATION We have substantially completed the integration of Apex Crypto into our business Focused largely on employee onboarding, integrating our product and technology processes and transitioning core internal functions - all with minimal impact to existing client base Rebranded Apex Crypto (to Bakkt Crypto Solutions) and provided all necessary documentation and materials to clients Focusing further attention on growth and efficier opportunities following integration A * Currently available in most states, awaiting regulatory approval in certain states • Webull approached us to develop a new innovative app with ACH funding* rails for their crypto customers ● ● WEBULL PAY: A PRIME EXAMPLE OF EXECUTION ABILITIES ● Our teams mobilized quickly, bringing together Apex Crypto trading and Bakkt Marketplace funding capabilities to launch Webull Pay in ~40 days By solving the Webull Pay use case, we built ACH funding* functionality that provides a competitive advantage and can be leveraged by other existing and prospective clients Webull Pay WE ARE EXCITED TO JOIN FORCES WITH PLAID Bakkt will be one of Plaid's crypto solution partners for its customers who are interested in offering crypto solutions to their end users Plaid has an extensive network of over 8,000 fintechs using their platform. Through the Plaid and Bakkt partnership, those fintechs will be able to easily and safely explore offering (Bakkt) crypto solutions to their users PLAID 7#8Rapidly expanding network of clients who are using our advanced crypto trading capabilities invstr Bakkt will be Invstr's crypto provider in the U.S. Relationship sourced through Bakkt's commercial agreement with Apex Fintech Solutions Zaden Bakkt will provide end-to-end crypto trading solutions Relationship sourced through Bakkt's commercial agreement with Apex Fintech Solutions * Subject to regulatory approval Our reliable crypto infrastructure, including advanced trading capabilities, has attracted strong client attention, mostly in the fintech industry Successfully signed up multiple new clients and engaged in late-stage negotiations with numerous prospects EXAMPLES OF RECENTLY SIGNED CRYPTO TRADING CLIENTS S Swan* Bakkt will provide end-to-end bitcoin trading solutions Services offered will include fiat on-ramp, bitcoin trading and qualified custody CRYPTOMOM™ Bakkt will provide end-to-end crypto trading solutions Services offered will include fiat on-ramp, crypto trading and qualified custody Solid progress on our international expansion strategy, actively engaging with our existing client base to develop and execute on our go-to-market international strategy Blockchain.com One of the first and largest crypto wallet providers in the world Services offered will include crypto trading IBEX Bakkt will provide end-to-end crypto trading solutions in Latin America 8#9Our custody platform is comprehensive and uncompromising Recent market events have highlighted the difficulty in storing digital assets safely and the need for multi-custodian access and secure self-custodial functionality Our secure, compliant and trusted custody platform is comprehensive and uncompromising Unparalleled protection and complete customer control over their assets Multi-layered technology combines the latest breakthroughs in MPC cryptography with hardware isolation, ensuring that customer funds are secure from cyber attacks, internal collusion, and human error Significant increase in new client activity Successfully signed new clients; late-stage negotiations with multiple prospects in mining, family office, registered investment advisors and corporate treasury industries Qualified sales opportunities up ~10x in 1H23 vs. 2H22 Custody platform generates stable recurring platform fees as well as AUC based revenue ● INSTITUTIONAL-GRADE CUSTODY PLATFORM Bakkt Trust Company LLC is an NYDFS Qualified Custodian Comprehensive security controls, regularly clean SOC 1 Type Il reports Warm and Cold wallet storage, $125mm insurance policy Allowlisting management for transfer ease and peace of mind Regulatory compliance and sophisticated blockchain forensics Cyber and physical security protocols with 24/7 response support Key management with MPC technology Streamlined user management and consensus protocols#10Building on our best-in-class custody platform by continuing to invest in and enhance our offering Custody is a prominent anchor product for our clients, providing a secure foundation for additional services and capabilities A APPLICATION REDESIGN FOCUSED ON THE FUTURE Redesign application for customers and operations and maintain what makes Bakkt® Custody exceptional, including compliance-first focused approach, multi-layered security and outstanding operational management Upgrades will make it easy to launch additional features More assets We are continuing to invest in our institutional grade custody platform to enhance our offering and exceed expectations for new and existing clients Seamlessly add new blockchain networks and the assets on those networks Institutional Staking Add yield generating opportunities for our institutional clients Retail open loop MPC technology creates a foundation for secure hot wallets 10#11Fireblocks Our custody solutions are core to our new multi-faceted collaboration with Fireblocks A ● ● The Fireblocks Off-Exchange solution enables Fireblocks Network participants to maintain complete control of their private keys without sacrificing the convenience and speed of trading on centralized exchanges DISASTER RECOVERY SERVICES FOR OFF-EXCHANGE CLIENTS We are excited to provide our Disaster Recovery Services* to Fireblocks Off- Exchange customers and to join the Fireblocks Qualified Custodian Network * Subject to regulatory approval We will provide Fireblocks Off- Exchange customers with Disaster Recovery Services (DRS) Every Off-Exchange customer will require a disaster recovery package be securely stored We will leverage our secure infrastructure to provide encrypted backup package storage to help ensure customer funds are safe and recoverable ● We have integrated Fireblocks' battle- tested custody technology to fortify our custody offerings, leveraging their new-to-market self-hosted keys product that enables us to control and manage all MPC key shares across multiple services in our data centers and cloud We will continue to work closely with Fireblocks to jointly deliver additional capabilities to the market FIREBLOCKS QUALIFIED CUSTODIAN NETWORK The Fireblocks Network is used every day by thousands of organizations - including exchanges, liquidity providers, and custodians - to securely transfer digital assets and has been used to transfer over $3T in digital assets Our secure and compliance-first focused approach has enabled us to join the Fireblocks Qualified Custodian Network Broad network reach provides strong pipeline of prospects for our full suite of crypto solutions 11#12Financial results 12#13Summary of 2Q23 condensed results 2Q23 results include Apex Crypto, which we acquired on April 1, 2023. In accordance with GAAP, we are presenting crypto services revenue and crypto costs and execution, clearing and brokerage fees on a gross basis • Total revenues of $347.6mm reflects significant increase in gross crypto trading revenue driven by our acquisition of Apex Crypto • Total operating expenses of $398.7mm reflects significant increase in crypto trading expenses driven by our acquisition of Apex Crypto ● Operating expenses (excluding crypto costs and execution, clearing and brokerage fees) of $64.7mm increased by 13% YoY, primarily due to $17.0mm of acquisition-related expenses, which were largely non-cash ● Expenses excluding acquisition-related were down 16% YoY primarily due to a reduction in compensation and benefits • Total shares outstanding of 274.6mm¹ • Class A 91.3mm shares • Class V 183.3mm shares • 22.7mm Class V shares exchanged as of June 30, 2023 $mm's Crypto services Loyalty services Total revenues Crypto costs and execution, clearing and brokerage fees Operating expenses, excluding crypto costs and execution, clearing and brokerage fees Total operating expenses Operating loss Interest income, net Gain (loss) from change in FV of warrant liability Other (expense) income, net Loss before income taxes Income tax (expense) benefit Net loss Less: Net loss for noncontrolling interest Net loss attributable to Bakkt Holdings, Inc. Weighted average basic shares (mm) Weighted average diluted shares (mm) Net loss per basic share Net loss per diluted share Note: All financial data on this slide is unaudited. ¹ As of June 30, 2023. Intercontinental Exchange, Inc. ("ICE") owns an aggregate of 64% of shares, consisting of both Class A and Class V. 2Q23 $335.3 12.3 $347.6 334.0 64.7 $398.7 $(51.1) 0.7 0.4 (0.3) $(50.4) (0.2) $(50.5) (33.7) $(16.8) 89.8 89.8 $(0.19) $(0.19) 1Q23 $0.4 12.8 $13.2 0.4 58.3 $58.7 $(45.4) 1.6 (1.0) (0.0) $(44.8) (0.0) $(44.9) (30.9) $(14.0) 81.9 81.9 $(0.17) $(0.17) 2Q22 $0.7 13.4 $14.0 0.5 57.1 $57.6 $(43.6) 0.2 10.3 0.4 $(32.7) 5.1 $(27.6) (23.7) $(3.9) 71.2 71.2 $(0.05) $(0.05) 13#142Q23 Adjusted EBITDA (non-GAAP) 2Q23 Adjusted EBITDA loss of $(24.5)mm decreased YoY primarily due to a reduction in total compensation and benefits A $mm's Net loss Depreciation and amortization Interest income, net Income tax expense (benefit) EBITDA Acquisition-related expenses Share-based and unit-based compensation expense Cancellation of common units (Gain) loss from change in fair value of warrant liability Restructuring expenses Transition services expense Adjusted EBITDA loss Note: All financial data on this slide is unaudited. Adjusted EBITDA is a non-GAAP financial measure. For more information, please refer to the Notes section in this presentation. 2Q23 $(50.5) 3.8 (0.7) 0.2 $(47.2) 17.0 4.4 (0.4) 0.2 1.5 $(24.5) 1Q23 $(44.9) 3.1 (1.6) 0.0 $(43.4) 0.8 7.9 1.0 4.3 0.6 $(28.9) 2Q22 $(27.6) 6.1 (0.2) (5.1) $(26.8) 0.2 7.1 (0.0) (10.3) 0.3 $(29.6) 14#152023 Revenues 2023 results include Apex Crypto, which we acquired on April 1, 2023. In accordance with GAAP, we are presenting crypto services revenue on a gross basis Crypto revenues Gross revenues of $335.3mm driven by increase in crypto transaction volumes due to Apex Crypto acquisition ● Loyalty revenues Net revenues of $12.3mm decreased 8% YoY ● • Transaction revenues of $7.3mm increased 6% YoY driven by higher air travel activity in loyalty redemptions Subscription and service revenues of $5.0mm decreased 23% YOY, due to a reduction in volume-based service revenues Loyalty revenues are generally seasonally weaker in second and third quarters and stronger in first and fourth quarters 8 Note: All financial data on this slide is unaudited. Bar charts not fit to scale $14.0 $0.7 $13.4 2022 REVENUES BY PRODUCT ($MM) Loyalty Crypto $14.0 $7.5 $6.5 2022 $13.2 $0.5 $12.7 3022 $15.9 $0.3 $15.6 4Q22 I Subscription and service $13.2 $6.9 $6.3 3Q22 $13.2 $0.4 REVENUES BY LINE ITEM ($MM) $15.9 $8.1 $6.3 4Q22 $12.8 1Q23 Transaction $13.2 $7.7 $5.5 1Q23 $347.6 $335.3 $12.3 2Q23 $347.6 $342.5 35 PO.T 2Q23 15#162023 Operating expenses 2023 results include Apex Crypto, which we acquired on April 1, 2023. In accordance with GAAP, we are presenting our crypto costs and execution, clearing and brokerage fees on a gross basis • Total operating expenses of $398.7mm includes $334.0mm of crypto costs and execution, clearing and brokerage fees, related to Apex Crypto acquisition • SG&A expenses of $7.6mm decreased 23% YoY primarily driven by a reduction in marketing expense. Increase of 13% QOQ due to impact from Apex Crypto ● ● Compensation and benefits expenses of $27.1mm were down 21% YoY, primarily due to lower headcount and share-based compensation expense Other¹ expenses of $30.1mm includes $17.0mm of acquisition-related expenses of which $10.4mm is a non-cash accrual related to the contingent stock earnout per the Apex Crypto purchase agreement $57.6 $13.1 $9.8 $34.2 $0.4 $0.5 $1,608.1 $1,547.7 $14.4 $7.8 $37.8 EXPENSES ($MM) $73.5 Op. exp. other than impairment -$60.4 $347.9 $274.4 $32.9 $8.4 $31.9 $0.3 2022 3Q22 4Q22 Compensation SG&A ■Crypto costs and execution, clearing and brokerage fees $58.7 $17.5 $6.7 $34.1 1Q23 Other $0.4 $398.7 Note: All financial data on this slide is unaudited. Bar chart not fit to scale. ¹ Other comprised of Professional services, Technology & communication, Acquisition-related expenses, Depreciation & amortization, Related party expenses, Restructuring expenses, Impairments of long-lived assets, and Other operating expenses. $30.1 $334.0 $7.6 $27.1 2Q23 Goodwill & intangible assets impairments 16#172023 Crypto services revenue and related costs 2023 results include Apex Crypto, which we acquired on April 1, 2023. In accordance with GAAP, we are presenting our crypto services revenue and crypto costs and execution, clearing and brokerage fees on a gross basis Crypto services revenue • Gross revenue of $335.3mm was impacted by lower industry wide activity levels in May Crypto costs and execution, clearing and brokerage fees • Crypto costs and execution, clearing and brokerage fees of $334.0mm in line with revenue levels A Note: All financial data on this slide is unaudited. Bar chart not fit to scale. $0.7 CRYPTO SERVICES REVENUES AND RELATED COSTS ($MM) $0.5 2022 $0.5 $0.4 3Q22 Crypto services gross revenue $0.3 $0.3 $0.4 $0.4 1Q23 $335.3 | $334.0 4Q22 Crypto costs and execution, clearing and brokerage fees 2023 17#182Q23 Key performance indicators Crypto enabled accounts of 6.0mm have continued to increase steadily Crypto trading volume down 25% QOQ, outperformed overall crypto market industry Loyalty redemption volume down 3% YoY driven by lower hotel, rental car and merchandise redemption activity Assets under custody of $660mm increased 3% YoY and declined 8% QoQ due to change in coin prices 8.0 6.0 4.0 2.0 0.0 $1,200 $800 $400 4.9 $0 2022 $1,078 $205 CRYPTO-ENABLED ACCOUNTS (MM) $873 5.2 3Q22 $663 $182 5.6 NOTIONAL TRADED VOLUME Loyalty redemption ($mm) ■Crypto ($mm) $481 4Q22 5.8 $677 $263 1Q23 $636 $193 $443 6.0 2Q23 Total crypto mkt ($T) $4.0 $3.0 $2.0 $1.0 $0.0 $531 $198 $334 2,000 1,500 1,000 500 $800 $600 $400 $200 1,476 676 $0 800 2022 $641 TRANSACTING ACCOUNTS (THOUSANDS) Loyalty redemption ■ Crypto 1,207 683 525 3Q22 $414 2022 2Q22 3Q22 3Q22 4Q22 1Q23 2Q23 Note: Key performance indicators include historical data for Apex Crypto. The operating data on this slide is unaudited. Please refer to the Notes section in this presentation for definitions. Source: The Block; Industry data represents total cryptocurrency exchange volume. 1,490 956 534 4022 ASSETS UNDER CUSTODY ($ MM) $705 $496 1,180 687 493 4Q22 1023 $714 1Q23 1,181 740 441 2023 $660 2Q23 18#192Q23 Condensed balance sheet • $99.4mm of available cash, cash equivalents and available-for-sale securities • Cash usage of $18.2mm includes: A ● ● ● $5.0mm of acquisition-related expenses $2.7mm of payment related to a marketing partnership $1.8mm of insurance costs Capex spend of $6.0mm $mm's Assets Cash cash equivalents Available-for-sale securities Safeguarding asset for crypto Other current assets Total current assets Goodwill Intangible assets, net Other assets Total assets Liabilities and stockholders' equity Current liabilities Safeguarding obligation for crypto Noncurrent liabilities Total liabilities Total stockholders' equity Noncontrolling interest Total equity Total liabilities and stockholders' equity As of 6/30/23 (unaudited) $84.5 14.9 659.7 70.1 $829.2 66.9 67.7 60.0 $1,023.7 $61.3 659.7 42.9 $763.9 83.8 176.1 $259.9 $1,023.7 As of 12/31/22 Note: All financial data on this slide is unaudited. Cash usage is calculated using changes in cash & cash equivalents and available-for-sale securities balances from the GAAP balance sheet over a specified time period. Second quarter 2023 cash usage of $18.2mm is calculated by adding the change in available cash & cash equivalents from 3/31/23 to 6/30/23 of $33.7mm with the change in available-for-sale securities from 3/31/23 to 6/30/23 of ($51.9)mm $98.3 141.1 15.8 71.3 $326.5 15.9 55.8 57.4 $455.5 $76.3 15.8 27.3 $119.4 96.3 239.8 $336.1 $455.5 19#20Updated guidance for full year 2023 Gross crypto services revenue netted against crypto costs and execution, clearing and brokerage fees represents crypto trading's contribution to margin Revenues A Crypto trading costs Operating cash flow usage Free cash flow (non-GAAP) usage UPDATED GUIDANCE ● ● ● Total revenues of ~$2,132mm - ~$3,771mm Gross crypto revenues of ~$2,077mm - ~$3,716mm Net loyalty revenues of ~$55mm ~$2,069mm - ~$3,702mm ~($78mm) - ~($84mm) ~($90mm) - ~($96mm) PRIOR GUIDANCE ● ● Net revenues of $62mm - $72mm ● N/A • ($100mm) - ($110mm) ($105mm) - ($115mm) COMMENTS ● ● ● Crypto revenue driven by Apex Crypto, including international expansion Loyalty transaction volumes are growing at a slower pace following a strong 2022 post-covid rebound in line with gross crypto revenues Prudent expense management 2H23 outlook reflects ~70-80% reduction from 1H23 reflecting our focus on prudent expense management 20#21We are building rapid momentum and are well-positioned to win A 요 Differentiated platform built for sustainable growth Our best-in-class crypto infrastructure platform combines industry leading secure custody solutions with advanced trading capabilities Our regulatory and compliance- first focused culture and processes differentiate us Significant expansion opportunities Continued build-out of international footprint Leverage flight to quality benefit to meaningfully expand our client base; active dialogue with numerous prospects underway d Strategically allocate capital Opportunistically deploy capital to strong growth opportunities Remain focused on prudent firmwide expense management We are leveraging the synergies of our newly expanded crypto capabilities and our scalable infrastructure, to drive profitable growth at scale 21#22Notes A#23NOTES Definitions Crypto-enabled accounts: total crypto accounts open Transacting accounts: unique accounts that perform at least one transaction across crypto buy/sell and loyalty redemption each month. Monthly figures are de-duped for the month. Quarterly figure represents sum of all months in the quarter Notional traded volume: total notional volume of transactions across crypto buy/sell and loyalty redemption. Figures represent gross values recorded as of order date Assets under custody: the sum of coin quantities held by customers multiplied by the final quote for each coin on the last day of the quarter A 23#24NOTES Revenue recognition Illustrative example of revenue and expense recognition Revenues Crypto revenues, gross Loyalty revenues, net Total revenues Operating expenses Crypto costs Execution, clearing and brokerage fees Other operating expenses Total operating expenses Operating income A $100 20 $120 $85 5 10 $100 $20 ● Crypto costs and execution, clearing and brokerage fees drive gross crypto revenue The difference between gross crypto revenue and crypto costs, execution and brokerage fees represent crypto trading's contribution to margin ● Crypto revenue we offer customers the ability to purchase or sell certain crypto on our platform. We collect a fee on each transaction in the form of a spread on the market price of the crypto. We are the principal these customer contracts as we control the crypto prior to its delivery to the customer and are responsible for the delivery of the crypto to the customer. In accordance with GAAP, as a principal in a contract we record revenue for these transactions on a gross basis. Costs associated with these expenses are included in operating expenses as "Clearing, Execution and Brokerage Fees." Loyalty revenue we host, operate and maintain a loyalty redemption platform connecting loyalty programs to ecommerce merchants. Our contracts related to our loyalty redemption platform consist of two performance obligations: (1) access to our SaaS-based redemption platform and customer support services and (2) facilitation of order fulfillment services. We are a principal related to providing access to our redemption platform and recognize revenue related to these transactions on a gross basis. We are the agent in facilitating order fulfillment services on behalf of loyalty program sponsors and recognize revenue related to these transactions on a net basis. - 24#25NOTES Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure, which we define as earnings before interest, income taxes, depreciation, amortization, acquisition-related expenses, share-based and unit-based compensation expense, goodwill and intangible assets impairments, restructuring charges, changes in the fair value of our warrant liability and certain other non-cash and/or non-recurring items that do not contribute directly to our evaluation of operating results and are not components of our core business operations. Adjusted EBITDA provides management with an understanding of earnings before the impact of investing and financing transactions and income taxes, and the effects of aforementioned items that do not reflect the ordinary earnings of our operations. This measure may be useful to an investor in evaluating our performance. Adjusted EBITDA is not a measure of our financial performance under GAAP and should not be considered as an alternative to net income (loss) or other performance measures derived in accordance with GAAP. Our definition of Adjusted EBITDA may not be comparable to similarly tied measures used by other companies. Non-GAAP financial measures like Adjusted EBITDA have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. The non-GAAP financial measures should be considered alongside other financial performance measures, including net loss and our other financial results presented in accordance with GAAP. A 25#26NOTES Adjusted EBITDA reconciliation - Non-GAAP A $mm's Net loss Depreciation and amortization Interest income, net Income tax expense (benefit) EBITDA Acquisition-related expenses Share-based and unit-based compensation expense Cancellation of common units (Gain) loss from change in fair value of warrant liability Restructuring expenses Transition services expense Adjusted EBITDA loss Note: All financial data on this slide in unaudited. Adjusted EBITDA is a non-GAAP financial measure. 2Q23 $(50.5) 3.8 (0.7) 0.2 $(47.2) 17.0 4.4 (0.4) 0.2 1.5 $(24.5) 1Q23 $(44.9) 3.1 (1.6) 0.0 $(43.4) 0.8 7.9 1.0 4.3 0.6 $(28.9) 2Q22 $(27.6) 6.1 (0.2) (5.1) $(26.8) 0.2 7.1 (0.0) (10.3) 0.3 $(29.6) 26#27NOTES Balance sheet A Note: All financial data on this slide is unaudited. $mm's Assets Current assets Cash and cash equivalents Restricted cash Cash held in escrow Customer funds Available-for-sale securities Accounts receivable, net Prepaid insurance Safeguarding asset for crypto Other current assets Total current assets Property, equipment and software, net Goodwill Intangible assets, net Deposits with clearinghouse Other assets Total assets Liabilities and stockholders' equity Current liabilities Accounts payable and accrued liabilities Customer funds payable Deferred revenue, current Due to related party Safeguarding obligation for crypto Other current liabilities Total current liabilities Deferred revenue, noncurrent Warrant liability Deferred tax liabilities, net Other noncurrent liabilities Total liabilities Stockholders' equity Class A common stock ($0.0001 par value, 750,000,000 shares authorized, 91,286,095 shares issued and outstanding as of 6/30/23 and 80,926,843 shares outstanding as of 12/31/22) Class V common stock ($0.0001 par value, 250,000,000 shares authorized, 183,279,887 shares issued and outstanding as of 6/30/23 and 183,482,777 shares outstanding as of 12/31/22) Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders' equity Noncontrolling interest Total equity Total liabilities and stockholders' equity As of 6/30/23 (unaudited) $84.5 24.9 0.5 14.9 21.0 16.0 659.7 7.8 829.2 20.2 66.9 67.7 15.3 24.5 $1,023.7 $52.4 0.5 3.8 1.0 659.7 3.7 721.0 2.5 1.4 38.9 763.9 0.0 0.0 791.2 (0.2) (707.3) 83.8 176.1 259.9 $1,023.7 As of 12/31/22 $98.3 16.5 0.6 141.1 25.3 22.8 15.8 6.1 326.5 19.7 15.9 55.8 15.2 22.5 $455.5 $66.8 0.6 4.0 1.2 15.8 3.8 92.1 3.1 0.8 23.4 119.4 0.0 0.0 773.0 (0.3) (676.4) 96.3 239.8 336.1 $455.5 27#28NOTES Statement of operations A $mm's Revenues: Crypto services Loyalty services, net Total revenues Operating expenses: Crypto costs Execution, clearing and brokerage fees Compensation and benefits Professional services Technology and communication Selling, general and administrative Acquisition-related expenses Depreciation and amortization Related party expenses Restructuring expenses Other operating expenses Total operating expenses Operating loss Note: All financial data on this slide is unaudited. Interest income, net Gain (loss) from change in fair value of warrant liability Other (expense) income, net Loss before income taxes Income tax (expense) benefit Net loss Less: Net loss attributable to noncontrolling interest Net loss attributable to Bakkt Holdings, Inc. Net loss per share attributable to Class A common stockholders Basic Diluted 2Q23 $335.3 12.3 347.6 331.8 2.2 27.1 2.9 4.4 7.6 17.0 3.8 1.5 0.2 0.2 398.7 (51.1) 0.7 0.4 (0.3) (50.4) (0.2) (50.5) (33.7) $(16.8) $(0.19) $(0.19) 1Q23 $0.4 12.8 13.2 0.4 0.0 34.1 2.4 5.7 6.7 0.8 3.1 0.6 4.3 0.7 58.7 (45.4) 1.6 (1.0) (0.0) (44.8) (0.0) (44.9) (30.9) $(14.0) $(0.17) $(0.17) 2Q22 $0.7 $13.4 $14.0 0.5 34.2 1.9 4.2 9.8 0.2 6.1 0.3 0.5 57.6 (43.6) 0.2 10.3 0.4 (32.7) 5.1 (27.6) (23.7) $(3.9) $(0.05) $(0.05) 28#29NOTES Statement of cash flows A Note: All financial data on this slide in unaudited. $mm's Cash flows from operating activities: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization Non-cash lease expense Share-based compensation expense Unit-based compensation expense Forfeiture and cancellation of common units Deferred income taxes Loss on disposal of assets Loss (gain) from change in fair value of warrant liability Other Changes in operating assets and liabilities: Accounts receivable Prepaid insurance Deposits with clearinghouse Accounts payable and accrued liabilities Due to related party Deferred revenue Operating lease liabilities Customer funds payable Other assets and liabilities Net cash used in operating activities Cash flows from investing activities: expenditures Purchase of available-for-sale securities Proceeds from the maturity of available-for-sale securities Acquisition of Bumped Financial, LLC Acquisition of Apex Crypto LLC, net of cash acquired Net cash provided by (used in) investing activities Cash flows from financing activities: Proceeds from the exercise of warrants Repurchase and retirement of Class A common stock Net cash (used in) provided by financing activities Effect of exchange rate changes Net increase (decrease) in cash, cash equivalents, restricted cash, cash held in escrow and customer funds Cash, cash equivalents, restricted cash, cash held in escrow and customer funds at the beginning of the period Cash, cash equivalents, restricted cash, cash held in escrow and customer funds at the end of the period 2Q23 $(50.5) 3.8 0.7 4.1 0.2 0.0 (0.4) (0.2) 4.4 2.6 0.0 4.9 0.5 (0.3) (0.7) (0.0) (0.3) (30.9) (2.3) 0.0 52.2 (0.0) (44.4) 5.4 (2.5) (2.5) 0.3 (27.6) $137.9 $110.3 1023 $(44.9) 3.1 0.8 7.2 0.7 0.0 1.0 0.2 (0.1) 4.3 (0.2) (16.0) (0.7) (0.5) (0.6) (0.0) (1.7) (47.2) (3.7) (27.0) 101.0 (0.6) - 69.7 0.0 22.5 $115.4 $137.9 2Q22 $(27.6) 6.1 0.8 8.0 (1.0) (0.0) (5.1) (10.3) (0.1) (2.0) 4.3 0.0 (1.0) 0.3 (0.6) 0.6 (0.0) 0.4 (27.2) (11.6) (189.2) (200.8) 0.0 0.0 (0.4) (228.4) $372.3 $143.9 29#30NOTES Free cash flow reconciliation - Non-GAAP Free Cash Flow is a non-GAAP financial measure. Free Cash Flow is cash flow from operations adjusted for "capitalized internal use software development costs and other capital expenditures" and "interest income." We adjust for capitalized expenses associated with internally developed software for our technology platforms given they are a large component of our ongoing expense base given our position as a technology platform company. We provide Free Cash Flow because we believe that Free Cash Flow, when viewed with our results under GAAP, provides useful information for the reasons noted above. However, Free Cash Flow is not a measure of liquidity under GAAP and, accordingly, should not be considered as an alternative to net cash used in operating activities as an indicator of liquidity. A $ in millions Net cash used in operating activities Capitalized internal-use software development costs and other capital expenditures Interest income, net Free cash flow Note: All financial data on this slide in unaudited. Free Cash Flow is a non-GAAP financial measure. FY 2023E Low $(78) (4) (8) $(90) High $(84) (4) (8) $(96) 30