Item 1.01. Entry into a Material Definitive Agreement.

On July 21, 2022, Bakkt Trust Company LLC ("Bakkt Trust"), whose principal office is at 55 Each 52nd Street, New York, NY 10055 (the "Warehouse") and which is a wholly owned subsidiary of Bakkt Holdings, Inc. (the "Company"), entered into Amendment No. 4 (the "Amendment") to that certain Digital Currency Trading, Clearing, and Warehouse Services Agreement (the "Triparty Agreement"), dated August 29, 2019, by and among Bakkt Trust, ICE Futures U.S., Inc. ("IFUS") and ICE Clear US, Inc. ("ICUS," and together with Bakkt Trust and IFUS, the "Parties"), pursuant to which the Triparty Agreement was amended to (i) specify certain marketing obligations of the Parties and (ii) revise the revenue allocation among the Parties such that one half of all revenues of IFUS and ICUS with respect to the trading and clearing, respectively, of certain futures or option contracts traded on IFUS shall be for the account of the Warehouse and one half of all revenues of Warehouse with respect to providing certain services specified the Triparty Agreement shall be for the account of IFUS and ICUS, collectively.

The foregoing description of the Amendment is qualified by the full text thereof, which has been filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

IFUS and ICUS are both wholly owned subsidiaries of Intercontinental Exchange, Inc. ("ICE"). The Company has certain commercial and other relationships with ICE, including that David Clifton (an employee of an affiliate of ICE) serves on the Company's board of directors and that ICE or its affiliates has certain other contractual relationships with the Company. For more information on the Company's relationships with ICE, please see the section entitled "Related Person Transactions" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2022, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.                                    Description

10.1          Amendment No. 4 to Digital Currency Trading, Clearing, and Warehouse
            Services Agreement, dated as of July 21, 2022, by and among ICE
            Futures U.S., Inc., ICE Clear US, Inc. and Bakkt Trust Company LLC

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

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