8-K: Bakkt Holdings Appoints Grant Thornton as New Auditor Following KPMG Dismissal

Bakkt Holdings, Inc. has announced the dismissal of KPMG LLP as its independent registered public accounting firm and the appointment of Grant Thornton LLP, effective June 9, 2025.

Summary

• Bakkt Holdings, Inc.'s Audit Committee dismissed KPMG LLP as its independent registered public accounting firm, effective June 9, 2025.
• KPMG's audit report for the fiscal year ended December 31, 2024, did not contain an adverse opinion, disclaimer, or qualification.
• There were no disagreements with KPMG on accounting principles, financial statement disclosure, or auditing scope during the fiscal year ended December 31, 2024, or the subsequent interim period through June 9, 2025.
• A material weakness in the Company's internal control over financial reporting was previously disclosed in the Form 10-Q for the quarter ended March 31, 2024.
• The Audit Committee appointed Grant Thornton LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2025, also effective June 9, 2025.
• Neither the Company nor anyone acting on its behalf consulted with Grant Thornton regarding accounting principles or audit opinions prior to their appointment.
• KPMG provided a letter to the SEC, dated June 13, 2025, agreeing with the Company's statements in the 8-K, except for the appointment of Grant Thornton.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The change in auditors appears to be a routine corporate governance action, with no reported disagreements over accounting or auditing matters, which is a positive indicator. However, the pre-existing material weakness in internal controls remains a point of concern, preventing a higher positive score.

Positives

• The dismissal of KPMG was not due to any disagreements on accounting principles or auditing scope and procedures.
• KPMG's audit report for the fiscal year ended December 31, 2024, was unqualified, indicating no significant issues with the financial statements themselves.

Negatives

• The Company previously disclosed a material weakness in its internal control over financial reporting in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Risks

• The previously disclosed material weakness in the Company's internal control over financial reporting remains a potential risk, as it indicates a deficiency that could impact the reliability of financial reporting.

Future Outlook

NA

Management Comments

• The Audit Committee has authorized KPMG to respond fully to the inquiries of Grant Thornton, as the successor independent registered accounting firm.

Industry Context

Changes in independent auditors are a common occurrence for publicly traded companies, often driven by factors such as fee negotiations, service scope, or a desire for a fresh perspective on audit processes. The absence of reported disagreements with the previous auditor, KPMG, suggests a standard transition rather than one prompted by contentious accounting or auditing issues, which is generally viewed as a positive sign within the financial reporting landscape.

Corporate Governance

Stakeholder Impact

• Shareholders: The transparency regarding the auditor change, particularly the absence of disagreements, may provide reassurance about the integrity of financial reporting oversight.
• Management: Will need to establish a working relationship with the new auditing firm, Grant Thornton, for future financial reporting and audit processes.

Next Steps

• Grant Thornton LLP will serve as the independent registered public accounting firm for Bakkt Holdings, Inc.'s fiscal year ending December 31, 2025.

Key Dates

Recommendation

Keywords

Bakkt Holdings, BKKT, SEC filing, 8-K, auditor change, KPMG, Grant Thornton, independent registered public accounting firm, financial reporting, internal control, material weakness