Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On October 5, 2021, VPC Impact Acquisition Holdings ( "VIH") provided written
notice to The Nasdaq Stock Market LLC ("Nasdaq") of its intention to voluntarily
withdraw the listing of its common stock, warrants and units from Nasdaq and
list its common stock and warrants on the New York Stock Exchange ("NYSE")
following, and subject to, the completion of its previously announced business
combination (the "Proposed Transaction") with Bakkt Holdings, LLC ("Bakkt") and
related transactions. In connection with the Proposed Transaction, VIH will
change its name to Bakkt Holdings, Inc. The common stock and warrants of Bakkt
Holdings, Inc. are expected to commence trading on NYSE on or about October 18,
2021 under the symbols "BKKT" and "BKKT WS," respectively.
Item 7.01 Regulation FD Disclosure.
Also on October 5, 2021, VIH issued a press release regarding the change in the
stock exchange listing of its common stock, warrants and units. A copy of the
press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto 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 the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
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Additional Information and Where to Find It
In connection with the Proposed Transaction, VIH filed a registration statement
on Form S-4 that included a proxy statement/prospectus of VIH. On September 17,
2021, the registration statement was declared effective by the SEC. This
document is not a substitute for the definitive proxy statement/prospectus, that
was 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 the definitive proxy statement/prospectus
and other documents filed in connection with the Proposed Transaction, as these
materials contain important information about Bakkt, VIH and the Proposed
Transaction.
INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT
ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT BAKKT, VIH, THE PROPOSED TRANSACTION AND
RELATED MATTERS.
The definitive proxy statement/prospectus and other relevant materials for the
Proposed Transaction have been mailed to the shareholders of record of VIH as of
September 14, 2021 for voting on the Proposed Transaction. VIH shareholders may
also obtain copies of the definitive proxy statement/prospectus and other
documents filed with the SEC, without charge at the SEC's website at
www.sec.gov. These documents can also be obtained free of charge from VIH upon
written request to VIH by emailing vihinfo@victoryparkcapital.com or by
directing a request to VIH's secretary at c/o Victory Park Capital Advisors,
LLC, 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606.
No Offer or Solicitation
This Current Report on Form 8-K 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 Current Report on Form 8-K is not a solicitation of a proxy from any
investor or securityholder. However, VIH, Bakkt, Intercontinental Exchange
Holdings, Inc. ("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 SEC. Information
regarding VIH directors and executive officers may be found in its registration
statement on Form S-1 relating to VIH's initial public offering, including
amendments thereto, and other reports which are filed with the SEC. Additional
information regarding the participants is also included in the registration
statement on Form S-4 and the definitive proxy statement/prospectus. These
documents can be obtained free of charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K 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
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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 SEC
and those identified elsewhere in this Current Report on Form 8-K, 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 the forward-looking statements: (i) inability to meet the closing conditions
to the Proposed Transaction, including the occurrence of any event, change 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 September 22, 2020 relating to its
initial public offering, the registration statement on Form S-4 and the
definitive proxy statement/prospectus discussed above and other documents filed
by VIH from time to time with the SEC. These filings identify and address, or
will identify and address, other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the
forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated as of October 5, 2021.
104 Cover Page Interactive Data File (embedded within the Inline SBRL
document).
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