Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
The Merger
The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the "Proposed Transaction"):
(i) at the closing of the transactions contemplated by the Merger Agreement (the
"Closing"), in accordance with the Delaware Limited Liability Company Act, as
amended ("DLLCA"), Merger Sub will merge (the "Merger") with and into Bakkt, the
separate corporate existence of Merger Sub will cease and Bakkt will be the
surviving limited liability company, to be renamed
(ii) immediately prior to the closing of the
(iii) as a result of the Merger, the aggregate consideration to be received in respect of the Merger by all of the Bakkt interest holders will be an aggregate of 208,200,000 common units of Bakkt Opco ("Bakkt Opco Units") and 208,200,000 shares of class V common stock of Bakkt PubCo, which will be non-economic, voting shares of Bakkt Pubco.
The board of directors of VIH has unanimously (i) approved and declared advisable the Merger Agreement, the Proposed Transaction and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of VIH.
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The Domestication
Prior to the Closing, subject to the approval of VIH's shareholders, and in
accordance with the Delaware General Corporation Law ("DGCL"), Cayman Islands
Companies Act (2020 Revision) (the "CICA") and VIH's Amended and Restated
Memorandum and Articles of Association (the "Cayman Constitutional Documents"),
VIH will effect a deregistration under the CICA and a domestication under
Section 388 of the DGCL (by means of filing a certificate of domestication with
the Secretary of
In connection with the Domestication, (i) each unit of VIH (each a "VIH Unit")
issued and outstanding immediately prior to the Domestication will automatically
be separated into the underlying Class A ordinary share, par value
"Up-C" Structure
Upon the Closing, Bakkt Pubco will be organized in an "Up-C" structure in which substantially all of the assets and the business of Bakkt Pubco will be held by Bakkt Opco and its subsidiaries, and Bakkt Pubco's only direct assets will consist of Bakkt Opco Units. Assuming no redemptions of public shares in connection with the Proposed Transaction, upon the Closing Bakkt Pubco is expected to own approximately 22% of Bakkt Opco Units and will be the managing member of Bakkt Opco. All remaining Bakkt Opco Units will be owned by the former equity owners of Bakkt ("Bakkt Equity Holders").
Beginning on the six-month anniversary of the Closing, the Bakkt Opco Units may be exchanged by the holders thereof, subject to certain conditions, for either one Bakkt Pubco Class A Share or, at the election of the Bakkt Pubco, the cash equivalent of the market value of such Bakkt Pubco Class A Share, pursuant to the terms and conditions of an Exchange Agreement to be entered into at the Closing among Bakkt Pubco and the Bakkt Equity Holders. For each Bakkt Opco Unit so exchanged, one share of the Bakkt Pubco Class V common stock held by such exchanging Bakkt Equity Holder will be canceled by Bakkt Pubco.
Conditions to Closing
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Proposed Transaction and related agreements and transactions by the respective shareholders of VIH and members of Bakkt, (ii) effectiveness of the registration statement on Form S-4 to be filed by VIH in connection with the Domestication, (iii) all specified authorizations, consents, orders, approvals, non-objections, declarations, filings or waiting periods having been made, received or expired, and (iv) the absence of any injunctions.
Other conditions to Bakkt's obligations to consummate the Merger include, among
others, that as of the Closing, (i) the Domestication will have been completed,
and (ii) the amount of cash available following the extraordinary general
meeting of VIH shareholders (the "Available Cash") (x) in the trust account that
holds the proceeds of VIH's initial public offering (the "Trust Account"), after
deducting the amount required to satisfy redemptions of VIH Class A Ordinary
Shares, if any (but prior to payment of (a) deferred underwriting commissions
and (b) transaction expenses of VIH or its affiliates), (y) outside of the Trust
Account, and (z) from the gross proceeds of the
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Pursuant to the terms of the Merger Agreement, VIH is required to use reasonable
best efforts to cause the Bakkt Pubco Class A Shares to be issued in connection
with the Proposed Transaction and the
Covenants
The Merger Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, (ii) Bakkt to provide VIH and its . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the issuance of Bakkt Pubco common stock pursuant to the Merger
Agreement and the Subscription Agreements is incorporated by reference in this
Item 3.02. The Bakkt Pubco Class A common stock and Class V common stock to be
issued in connection with the Merger Agreement and the
Item 7.01 Regulation FD Disclosure.
On
Attached as Exhibits 99.2, 99.4 and 99.5 and incorporated herein by reference
are the investor presentations dated
In connection with the confidential marketing of the
Furnished herewith as Exhibit 99.3 is the transcript of a pre-recorded joint
conference call held on
The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of VIH under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5.
Additional Information and Where to Find It
In connection with the Proposed Transaction, VIH intends to file a registration statement on Form S-4 that will include a proxy statement/prospectus of VIH. This document is not a substitute for the proxy statement/prospectus, that will be both the proxy statement to be distributed to holders of VIH's ordinary shares in connection with its solicitation of proxies for the vote by VIH's shareholders with respect to the Proposed Transaction and other matters as may be described in the registration statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the Domestication. This document does not contain all the information that should be considered concerning the Proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transaction. VIH's shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the registration statement and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Proposed Transaction, as these materials will contain important information about Bakkt, VIH and the Proposed Transaction.
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INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED
OR WILL BE FILED WITH THE
When available, the definitive proxy statement/prospectus and other relevant
materials for the Proposed Transaction will be mailed to shareholders of VIH as
of a record date to be established for voting on the Proposed Transaction. VIH
shareholders will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and other
documents filed with the
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in Solicitation
This communication is not a solicitation of a proxy from any investor or
securityholder. However, VIH, Bakkt, ICE and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies in connection with the Proposed Transaction under the
rules of the
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Bakkt's industry and market sizes, future opportunities for VIH, Bakkt and the combined company, VIH's and Bakkt's estimated future results and the Proposed Transaction, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the Proposed Transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
In addition to factors previously disclosed in VIH's reports filed with the
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or other circumstances that could give rise to the termination of the definitive
agreement; (ii) the inability to complete the Proposed Transaction due to the
failure to obtain approval of VIH's shareholders or Bakkt's members, the failure
to achieve the minimum amount of cash available following any redemptions by
VIH's shareholders or the failure to meet the national stock exchange's listing
standards in connection with the consummation of the Proposed Transaction;
(iii) costs related to the Proposed Transaction; (iv) a delay or failure to
realize the expected benefits from the Proposed Transaction; (v) risks related
to disruption of management time from ongoing business operations due to the
Proposed Transaction; (vi) the impact of the ongoing COVID-19 pandemic;
(vii) changes in the markets in which Bakkt competes, including with respect to
its competitive landscape, technology evolution or regulatory changes;
(viii) changes in the markets that Bakkt targets; (ix) risk that Bakkt may not
be able to execute its growth strategies, including identifying and executing
acquisitions; (x) risks relating to data security; and (xi) 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 VIH's final prospectus dated
Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJanuary 11, 2021 , by and among the Registrant,Pylon Merger Company LLC andBakkt Holdings, LLC . 10.1 Form of Subscription Agreement, dated as ofJanuary 11, 2021 , by and between the Registrant and the subscribers party thereto. 10.2 Support Agreement, dated as ofJanuary 11, 2021 , by and among the Registrant,Intercontinental Exchange Holdings, Inc. andBakkt Holdings, LLC . 10.3 Amendment to the Letter Agreement, dated as ofJanuary 11, 2021 , by and among the Registrant, its executive officers, its directors,VPC Impact Acquisition Holdings Sponsor, LLC , andBakkt Holdings, Inc. 99.1 Press Release, dated as ofJanuary 11, 2021 . 99.2 Investor Presentation, dated as ofJanuary 11, 2021 . 99.3 Transcript for Joint Investor Call, dated as ofJanuary 11, 2021 . 99.4 Investor Presentation, Bakkt Product Roadmap, dated as of December, 2020. 99.5 Investor Presentation, Bakkt Platform Protections, dated as of December, 2020. * Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. VIH agrees to furnish supplementally a copy of any omitted exhibit or schedule to theSEC upon its request.
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