#1bakkt TM Fourth Quarter and Full Year 2021 Earnings February 17, 2022#2Important notice Unless the context otherwise provides, "we," "us," "our," "Bakkt" and like terms refer (i) prior to October 15, 2021 (the closing date of the business combination), to Bakkt Opco Holdings, LLC (f/k/a Bakkt Holdings, LLC, "Opco") and its subsidiaries and (ii) after October 15, 2021, to Bakkt Holdings, Inc. and its subsidiaries, including Opco. Forward-Looking Statements This presentation, and the accompanying oral presentation (collectively, this "presentation"), contain "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, Bakkt's guidance for 2022 and statements regarding Bakkt's plans, objectives, expectations and intentions with respect to future operations, products, services and use of proceeds from the business combination, among others. Forward-looking statements can be identified by words such as "will," "likely," "expect," "continue," "anticipate," "estimate," "believe," "intend," "plan," "projection," "outlook" 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. 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. The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in such forward-looking statements: (i) a delay or failure to realize the expected benefits from the business combination; (ii) risks related to disruption of management time from ongoing business operations due to post-closing business combination matters; (iii) the impact of the ongoing COVID-19 pandemic; (iv) changes in the markets in which Bakkt competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (v) changes in the markets that Bakkt targets; (vi) risk that Bakkt may not be able to execute its growth strategies, including identifying and executing acquisitions; (vii) risks relating to data security; and (viii) risk that Bakkt may not be able to develop and maintain effective internal controls. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the definitive proxy statement/prospectus filed by Bakkt (under the name VPC Impact Acquisition Holdings) on September 17, 2021 and other filings that Bakkt may, from time-to-time, make with the Securities and Exchange Commission. Basis of Presentation "Predecessor" information represents the results of Bakkt Holdings, LLC prior to the business combination with VPC Impact Acquisition Holdings (VIH), which closed on October 15, 2021. "Successor" information represents the results of Bakkt Holdings, Inc. from the date the business combination closed through the end of the applicable period. "Combined" information represents the combination of Predecessor and Successor for the applicable period. Bakkt has provided the Combined information as management uses such information when evaluating the company's results for periods that straddle the closing of the business combination. Combined information has not been calculated in accordance with generally accepted accounting principles ("GAAP"). For ease of comparison, unless otherwise indicated, all financial and operational results included in this presentation that include the results of 4Q21 reflect the Combined results for 4Q21. Presentation of net loss for the Successor reflects management's current estimate for income tax benefit (expense), which is subject to change pending finalization of purchase accounting estimates related to the business combination as permitted under Accounting Standards Codification 805 - Business Combinations. In addition to the Combined information, this presentation also includes Adjusted EBITDA, which is a financial measure that is not calculated in accordance with GAAP. For more information regarding Adjusted EBITDA, please see slide 23. bakkt 2#3|bakkt OUR VISION Connecting the digital economy We power commerce by enabling consumers, businesses and institutions to unlock value from digital assets.#4}] KEY HIGHLIGHTS 2021: A transformative year In addition to raising ~$450mm through our business combination, we enabled... +134% bye att YOY headcount growth 1.4b linked loyalty points ((C)) SF phx strengthening our team with ~600 employees across our four main locations. 250% quarterly increase in person- to-person sending of crypto using our Bakkt platform. (Q3 2021 vs. Q4 2021) (())) bakkt Note: Unless otherwise indicated, data is for full year 2021 (C) [82% quarterly growth in crypto ($) volume trades on the Bakkt platform. (Q3 2021 vs. Q4 2021) - 88,178,850,310 points redeemed Yep. That's more than 88 billion loyalty points.#5KEY HIGHLIGHTS Our focus is connecting the digital economy Our key priorities: o Building out and activating partnerships, with our B2B2C¹ model o Deepening relationships with our existing partners o Investing in products & capabilities to support existing & new partnerships o Executing on expansion opportunities bakkt 1 Business to business to consumer B 30 We power commerce by enabling ||| consumers, businesses and institutions to unlock value from digital assets. 匠 rĵ 5#6GO TO MARKET / CAPABILITIES We connect the digital economy Crypto Services Access to crypto for all o Crypto buy, sell and hold capabilities o A secure, regulated and trusted platform for consumers and banks Custody services enable safe and secure storage of bitcoin and ether bakkt Crypto Rewards Ability to earn crypto everyday Crypto rewards built for loyalty, credit/debit card, and merchant funded programs o Transforming rewards programs by enabling crypto as earn option Pay with Digital Assets Note: Crypto rewards and crypto pay out capabilities under development New ways to access digital assets Frictionless access to pay with crypto and rewards points Platform for brands to pay out in crypto across gig economy, marketplaces, gaming and more Powering Loyalty Programs designed to drive loyalty O For consumers: access to travel & experiences, gift cards, Apple & other merchandise o For brands: turnkey solutions built to drive loyalty and engagement Institutional-grade technology platform built to embed into partner experiences#7OUR VISION IN ACTION |bakkt ||| crypto through your trusted bank consumer rewards to new assets classes like crypto crypto to the gig economy Connecting... 쇼 loyalty programs to more choice and delight # businesses to secure crypto custody of payment options to drive commerce#8KEY HIGHLIGHTS / RECENT PARTNERSHIPS Connecting crypto through your trusted bank Bakkt connects crypto to everyday banking through our previously announced platform partnerships o We enable banks to quickly implement a crypto strategy with our "as-a-service" platform o We will enable consumers to buy, sell and hold crypto through the banking environments they already know and trust bakkt MANASQUAN BANK est. 1874 Bhanover bank VALLIANCE BANK Illustrative embedded partner experience 9:41 !!! Ma Goo My Accounts Checking 1 Savings Crypto Powered by bakkt 9:41 ما 1D Buy Bitcoin 1W $0 0.0 BTC Ĵ Bitcoin BTC 1 BTC = $50,000.00 ↑ 6.8% Today Sell 1M Powered by bakkt 1Y Crypto Services 8#9KEY HIGHLIGHTS / RECENT PARTNERSHIPS Connecting crypto to the gig economy o Gig economy platforms are ideal candidates to be enhanced with crypto experiences for customers and workers o Bakkt provides consumers with frictionless access to pay with crypto and rewards points - enabling this use case for platforms like BringMeThat.com Our crypto payout feature will allow BringMeThat.com drivers to receive part of their earnings in crypto, allowing them to seamlessly gain access to a new asset class bakkt Crypto Rewards BRING Me THAT Pay with Digital Assets Bring Me That.com is a food delivery service that works with over 150,000 restaurants across the US 9#10KEY HIGHLIGHTS / RECENT PARTNERSHIPS Connecting businesses to secure crypto custody Our crypto custody services enable safe and secure storage of bitcoin and ether for partners, leveraging: o State-of-the-art physical and cyber security o Institutional grade technology and governance o Cold and warm wallet insurance o Our regulated custodian operates as the backbone of our consumer use cases, enabling real-time transactions in bitcoin and ether o Recently announced partnership to provide crypto custody services to Nexo bakkt Z nexo Crypto Services Nexo is a leading digital assets institution, providing crypto lending, exchange and trading capabilities 10#11KEY HIGHLIGHTS / WYNDHAM REWARDS Connecting loyalty programs to more choice and delight Wyndham Rewards: Launched in December - continued confirmation that our B2B2C strategy provides advantages over direct-to-consumer: o Nearly a 30% increase in download to registration conversion o Cost per acquisition has been >30% lower bakkt 5x activation of the Bakkt card vs. overall population Note: This slide is an illustrative example; not all collaborations will generate the same results. Based on December 14, 2021 - January 17, 2022 data Check out the newest way to use your Wyndham Rewards points. WYNDHAM REWARDS You've earned this: |bakkt Turn Your Points into Cash With Bakkt, you can convert your Wyndham Rewards Points to cash to buy gift cards and merchandise, transfer to your bank account, or pay using Apple Pay and Google Pay™ wherever they're accepted. Hello, Dean Member #XXXXXX386G BLUE Member | 3,044 points For a limited time, earn up to 3,000 Wyndham Rewards points when you link your Wyndham Rewards account with Bakkt-that's enough for a go fast discounted night at thousands of hotels worldwide.* LEARN MORE View on web Illustrative embedded partner experience 9:41 Account Balance Expiry Tier Pay with Digital Assets Activity Wyndham ★41,000 f W Buy Monthly Conversion Limit fĴ Convert [email protected] Just now Converted Wyndham Rewards® points into cash An hour ago Converted Wyndham Rewards® points into cash fĴ Jan 14, 2022 Converted Wyndham Rewards® points into cash ★ 41,000 Never None ★15,000 -★5,000 $10.00 -★5,000 $10.00 -★5,000 $10.00 Powering Loyalty 11#12KEY HIGHLIGHTS / PARTNERSHIP UPDATES Progress on previously announced partnerships fiserv Near-term Focus Areas: bakkt Crypto Services Pay with Digital Assets o Early wins with rollout of Bakkt crypto services to multiple banks o Further integrating crypto buy/sell services into their bank network o Building crypto payout functionality to enable disbursements FINASTRA Crypto Services o Integrating crypto buy/sell capabilities to their bank network o Activating sales activities for first set of partner banks CONFIDENTIAL & PROPRIETARY 12#13KEY HIGHLIGHTS / NEAR-TERM EXPANSION OPPORTUNITIES Targeted roadmap to grow our offerings Crypto Payouts Offer gig economy workers and marketplace sellers the option to receive crypto as part of their payouts bakkt Enabling capabilities for consumption by partners on the Bakkt platform Points & rewards Open loop crypto wallets¹ platform innovation Enable consumer deposits and withdrawals of bitcoin ◎☆山 1 Subject to regulatory approval Additional cryptos on platform¹ Expand beyond BTC & ETH to add additional major cryptocurrencies as well as stablecoins ☆ da Enhance Apple, merchandise & travel storefronts and enable pay with points û Real-time funding Shorten funding of consumer accounts from days to real- time CONFIDENTIAL & PROPRIETARY 13#14Financial results Ibakkt#15FINANCIAL RESULTS/4Q SUMMARY Summary of 4Q21 consolidated results Combined net revenue¹ (non-GAAP) of $13.7mm increased by $4.2mm or 45% over prior year quarter primarily driven by strong growth from loyalty redemption Operating losses of ($50.5mm) and ($74.5mm) for the Predecessor and Successor, respectively, includes significant expense related to the business combination: Non-cash compensation charge of $30.6mm for Predecessor and $47.2mm for Successor Acquisition-related expense of $12.7mm for Predecessor and $1.5mm for Successor Net loss for the Successor includes non-cash mark-to-market expense of $79.4mm related to the fair value of warrant liabilities issued by VIH prior to the business combination bakkt $mm's Net revenue Expense Operating loss Loss from FV of warrant liability Other income Interest income (expense), net Loss before income taxes Income tax benefit (expense)² Net loss Less: Net loss for noncontrolling interest Loss attributable to Bakkt Holdings, Inc. Currency translation adjustment, net of tax Comprehensive loss Less: Comprehensive income (loss) for noncontrolling interest Comprehensive income (loss) attributable to Bakkt Holdings, Inc. Basic and diluted shares (mm) ³ Net loss per basic and diluted share ($) Successor 10/15-12/31 10/1-10/14 $11.5 $2.2 52.6 86.0 ($74.5) (79.4) ($50.5) 0.8 0.0 ($153.0) (0.1) ($153.1) (120.7) ($32.4) (0.3) ($153.4) (120.9) ($32.4) Predecessor 3Q21 $9.1 39.0 ($29.9) 54.0 ($0.60) 1.1 0.0 (0.0) (0.1) ($50.5) ($28.8) 0.8 (0.0) ($49.7) ($28.8) 0.3 (0.2) ($49.4) ($29.0) 4Q20 $9.4 38.2 ($28.7) (0.4) (0.1) ($29.2) (0.4) ($29.6) 0.3 ($29.3) ¹ Combined results are not calculated in accordance with GAAP. See disclaimers for additional information 2 Income tax (benefit) expense for Successor reflects management's current estimate. See "Basis of Presentation." As a result, Income tax benefit (expense) and items derived from it are subject to change 3 Excludes Class V shares and corresponding Opco units of 206.1mm. The Class V shares, as well as potential common shares issuable to employee or directors upon exercise or conversion of shares under our share-based and unit-based compensation plans and upon exercise of warrants are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive 15#16FINANCIAL RESULTS/4Q21 ADJUSTED EBITDA 4Q21 adjusted EBITDA (non-GAAP) 4Q21 adjusted EBITDA of $0.3 mm for the Predecessor and ($21.8mm) for the Successor bakkt $mm's Net loss Depreciation & amortization Interest Income tax benefit (expense)¹ EBITDA Acquistion transaction cost Share-based & unit-based comp Loss from FV of warrant liability Other² Adjusted EBITDA Successor 10/15-12/31 10/1-10/14 ($153.1) 5.4 (0.0) 0.1 ($147.6) 1.6 44.5 79.4 0.3 ($21.8) Predecessor 3Q21 ($28.8) 3.3 0.1 ($49.7) 0.5 0.0 (0.8) ($49.9) 12.7 33.9 0.0 3.6 $0.3 'Income tax (benefit) expense for Successor reflects management's current estimate. See "Basis of Presentation." As a result, Income tax benefit (expense) and items derived from it are subject to change 2 Includes restructuring charges, impairment of long-lived assets, cancellation of common units, gain on extinguishment of software license liability, ICE transition services expense, non-recurring bitcoin sale income, net and transition services to Bakkt clearing Note: Adjusted EBITDA is a non-GAAP financial measure. For more information, please refer to the Notes section in this presentation 0.0 ($25.5) 1.8 0.6 0.0 (1.0) ($24.1) 4Q20 ($29.6) 2.6 0.1 0.4 ($26.5) 1.9 1.7 0.0 11.8 ($11.0) 16#17FINANCIAL RESULTS / NET REVENUE Net revenue o 4Q21 Combined net revenue (non- GAAP) of $13.7mm increased 45% over prior year quarter Full year 2021 Combined net revenue (non-GAAP) of $39.4mm up 38% over prior year o 4Q21 combined subscription and service revenue (non-GAAP) of $6.8mm increased 30% YOY, primarily due to growth in customers¹ o 4Q21 combined transaction revenue (non-GAAP) of $6.8mm increased 64% YOY, due primarily to higher customer activity in loyalty redemptions² bakkt $9.4 $5.3 $4.2 4Q20 4Q combined net revenue 45% YoY $8.1 $4.8 Net revenue ($mm) $3.3 1Q21 Transaction $8.5 $4.9 $3.5 2Q21 $9.1 14Q21 subscription and service revenue comprised of $1.1mm and $5.8mm for Predecessor and Successor periods, respectively 24Q21 transaction revenue comprised of $1.1mm and $5.7mm for Predecessor and Successor periods, respectively $6.4 $2.7 3Q21 Subscription and service $13.7 $6.8 $6.8 4Q21 17#18FINANCIAL RESULTS / OPERATING EXPENSE Operating expense 4Q21 total expense of $52.6mm for Predecessor Compensation expense includes $30.6mm of non-cash compensation related to the business combination Other expense includes $12.7mm of acquisition-related expense 4Q21 total expense of $86.0mm for Successor Compensation expense includes $47.2mm of non-cash compensation related to the business combination bakkt SG&A¹ of $8.5mm primarily driven by continued investments in the business to drive future growth Other expense includes $1.5mm of acquisition- related expense ¹ Selling, general and administrative expense $38.2 $20.8 $4.7 $12.6 4Q20 $36.6 $15.2 $6.1 $15.2 1Q21 Expense ($mm) Predecessor $39.8 $10.9 $9.0 $19.9 2Q21 ■Compensation $39.0 $12.3 $4.4 $22.2 3Q21 SG&A $52.6 $18.0 $0.8 $33.9 4Q21 Other $86.0 $15.3 $8.5 $62.2 4Q21 Successor 18#19FINANCIAL RESULTS / KPIS Key performance indicators 4Q21 transacting accounts across the Bakkt platform up 13% YoY o Digital asset conversion volume up 34% YOY o Strong growth led by loyalty redemption bakkt ¹ Represents performance on a Combined basis. See disclaimers for additional information Please refer to the Notes section in this presentation for definitions 765 4Q20 $165 Transacting accounts (000) 4Q 13% YoY 4Q20 538 1Q21 $95 619 1Q21 2Q21 Digital asset conversion volume ($mm) 4Q ↑ 34% YoY $128 560 2Q21 3Q21 $105 867 3Q21 4Q21 $222 4Q21¹ 19#20CLOSING / OUTLOOK Outlook Guidance for FY 2022 o Net revenue expected to grow to $60mm - $80mm in 2022; Annual net revenue growth of approximately 50% - 100% compared to Combined 2021 Expect to use $150mm - $170mm of cash during 2022 as we continue to invest for future growth; strong available liquidity with more than $390mm of available cash on hand as of 12/31/21 We expect to recognize quarterly net losses during 2022 as we invest in and ramp up the business bakkt Note: Guidance assumes no further significant disruptions from COVID-19 pandemic; potential acquisitions and other significant opportunities are not included in this guidance. See disclaimers for more information regarding forward-looking statements, which includes all guidance provided herein CONFIDENTIAL & PROPRIETARY 20#21CLOSING/KEY PRIORITIES Our focus is connecting the digital economy Our key priorities: o Building out and activating partnerships, with our B2B2C¹ model o Deepening relationships with our existing partners o Investing in products & capabilities to support existing & new partnerships o Executing on expansion opportunities bakkt 1 Business to business to consumer B 30 We power commerce by enabling ||| consumers, businesses and institutions to unlock value from digital assets. 匠 rĵ 21#22Notes Ibakkt#23NOTES Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure, which we define as earnings before interest, income taxes, depreciation, amortization, certain non-cash and/or non-recurring items (which items do not contribute directly to our evaluation of operating results), and interest income, other income and income tax benefit (which items are not components 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. 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 and has certain limitations, including: ● ● unit-based compensation expense, which has been excluded from Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy; the intangible assets being amortized, and property and equipment being depreciated, may have to be replaced in the future, and the non-GAAP financial measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or other capital commitments; and non-GAAP measures do not reflect changes in, or cash requirements for, our working capital needs. Because of these limitations, Adjusted EBITDA should be considered alongside other financial performance measures, including net loss and our other financial results presented in accordance with GAAP. Our definition of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. bakkt 23#24NOTES Definitions Financial Combined: Represents the combination of Predecessor and Successor for the applicable period. This is a non-GAAP figure Predecessor: Represents the results of Bakkt Holdings, LLC prior to 10/15/21 Successor Represents the results of Bakkt Holdings, Inc. from 10/15/21 - 12/31/21 bakkt Operational Digital asset conversion volume: Dollar value of transaction volume across loyalty redemption, crypto buy/sell and gift card purchases Return engagement: After 3 days of initial download and inactivity, the percentage of users who re-launch the app Transacting accounts: Unique accounts that perform transactions on the Bakkt platform each month 24#25NOTES Condensed balance sheet bakkt $mm's Assets Cash and cash equivalents Other current assets Total current assets Goodwill Intangible assets, net Other assets Total Assets Liabilities, Stockholders' Equity and Members' Equity Current liabilities Noncurrent liabilities Total liabilities Total stockholders' equity and members' equity Noncontrolling interest Mezzanine equity Total equity Total liabilities, stockholders' equity and members' equity Successor 12/31/21 $391.4 72.2 $463.5 1,527.1 388.5 35.2 $2,414.3 $73.5 34.9 $108.5 1,826.1 0.0 479.8 $2,414.3 Predecessor 12/31/20 $75.4 56.7 $132.1 233.4 62.2 40.7 $468.4 $51.1 7.5 $58.6 0.0 21.5 388.3 $468.4 25#26NOTES Condensed statement of operations bakkt $mm's Net revenue Compensation and benefits SG&A Other expense Total operating expense Operating loss Other income (expense), net Loss before income taxes Income tax benefit (expense)¹ Net loss Less: Net loss for noncontrolling interest Net loss attributable to Bakkt Holdings, Inc. Currency translation adjustment, net of tax Comprehensive loss Less: Comprehensive income (loss) for noncontrolling interest Comprehensive income (loss) attributable to Bakkt Holdings, Inc. Successor 10/15/21 - 12/31/21 $11.5 62.2 8.5 15.3 86.0 ($74.5) (78.5) ($153.0) (0.1) ($153.1) ($120.7) ($32.4) (0.3) ($153.4) (120.9) ($32.4) 10/1/21- 10/14/21 $2.2 33.9 0.8 18.0 52.6 ($50.5) 0.0 ($50.5) 0.8 ($49.7) 0.3 ($49.4) Predecessor Three Months Ended 9/30/21 $9.1 22.2 4.4 12.3 39.0 ($29.9) 1.0 ($28.8) (0.0) ($28.8) (0.2) ($29.0) Three Months Ended 12/31/20 $9.4 12.6 4.7 20.8 38.2 ($28.7) (0.5) ($29.2) (0.4) ($29.6) 0.3 ($29.3) ¹ Income tax (benefit) expense for Successor reflects management's current estimate. See "Basis of Presentation." As a result, Income tax benefit (expense) and items derived from it are subject to change Year Ended 12/31/20 $28.5 43.1 8.2 56.3 107.6 ($79.1) (0.1) ($79.2) (0.4) ($79.6) 0.2 ($79.4) 26#27NOTES Adjusted EBITDA reconciliation - Non-GAAP bakkt $mm's Net loss Depreciation and amortization Interest (income) expense Income tax (benefit) expense' EBITDA Acquisition-related transaction costs Share-based and unit-based compensation expense Loss from change in fair value of warrant liability Other² Adjusted EBITDA Successor 10/15/21 - 12/31/21 ($153.1) 5.4 (0.0) 0.1 ($147.6) 1.6 44.5 79.4 0.3 ($21.8) 10/1/21- 10/14/21 ($49.7) 0.5 0.0 (0.8) ($49.9) 12.7 33.9 3.6 $0.3 Three Months Ended 9/30/21 Predecessor ($28.8) 3.3 0.1 0.0 ($25.5) 1.8 0.6 ($24.1) Three Months Ended 12/31/20 ($29.6) 2.6 0.1 0.4 ($26.5) 1.9 1.7 11.8 ($11.0) Year Ended 12/31/20 ($79.6) 8.2 (0.1) 0.4 ($71.2) 13.4 2.1 15.7 ($40.0) ¹ Income tax (benefit) expense for Successor reflects management's current estimate. See "Basis of Presentation." As a result, Income tax benefit (expense) and items derived from it are subject to change 2 Includes restructuring charges, impairment of long-lived assets, cancellation of common units, gain on extinguishment of software license liability, ICE transition services expense, non-recurring bitcoin sale income, net and transition services to Bakkt clearing Note: Adjusted EBITDA is a non-GAAP financial measure. For more information, please refer to the Notes section in this presentation 27