Proposed Business Combination expected to close
in June 2021
VPC Impact Acquisition Holdings (NASDAQ: VIHAU, VIH and VIHAW)
(“VIH”), announced today that it has filed with the U.S. Securities
and Exchange Commission (“SEC”) Amendment No. 1 to the registration
statement on Form S-4 (the “Registration Statement”), which
includes a preliminary proxy statement of VIH with respect to the
proposed business combination (the “Business Combination”) with
Bakkt Holdings, LLC (“Bakkt”), a digital asset marketplace. The
Registration Statement includes amendments intended to comply with
the SEC’s recent guidance with respect to warrant accounting
policies applicable to SPACs and represents further progress
towards the closing of the Business Combination.
Upon the consummation of the Business Combination, VIH is
expected to be renamed “Bakkt Holdings, Inc.” Bakkt Holdings, Inc.
is anticipated to become a NYSE-listed public company trading under
the ticker symbol “BKKT.”
The Business Combination, which was announced on January 11,
2021, has been unanimously approved by the VIH Board of Directors
and is expected to close in June 2021, subject to certain customary
closing conditions, including VIH shareholder approval.
PJ Solomon is serving as financial advisor and Wilson Sonsini
Goodrich & Rosati, P.C. and Shearman & Sterling are serving
as legal advisors to Bakkt. Jefferies and Citigroup are serving as
financial and capital markets advisors to VIH. White & Case LLP
is serving as legal advisor to VIH.
About VPC Impact Acquisition Holdings
VPC Impact Acquisition Holdings’ sponsor is an affiliate of
Victory Park Capital, a global investment firm with a long track
record of executing debt and equity financing transactions with
some of the largest global Fintech companies. The firm was founded
in 2007 and is headquartered in Chicago with additional resources
in New York, Los Angeles and San Francisco. Victory Park Capital is
privately held and a Registered Investment Advisor with the
SEC.
About Bakkt
Bakkt is a trusted digital asset marketplace that enables
institutions and consumers to buy, sell, store and spend digital
assets. Bakkt’s retail platform, now widely available through the
new Bakkt App, amplifies consumer spending, reduces traditional
payment costs and bolsters loyalty programs, adding value for all
key stakeholders within the payments and digital assets ecosystem.
Launched in 2018 by Intercontinental Exchange, Inc., Bakkt is
headquartered in Atlanta, GA.
Additional Information and Where to Find It
In connection with the Business Combination, VIH has filed the
Registration Statement with the SEC, which includes a prospectus
with respect to changing VIH's jurisdiction of incorporation from
the Cayman Islands to the State of Delaware and a proxy statement
with respect to VIH’s shareholder meeting at which VIH shareholders
will be asked to vote on the proposed Business Combination. VIH and
Bakkt urge shareholders and other interested persons to read the
Form S-4, as amended, including the proxy statement/prospectus, as
well as other documents filed with the SEC, because these documents
will contain important information about the Business
Combination.
When available, the definitive proxy statement/prospectus and
other relevant materials for the Business Combination will be
mailed to shareholders of VIH as of a record date to be established
for voting on the Business Combination. VIH’s 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 SEC, without charge, once available,
at the SEC’s website at www.sec.gov. These documents (when they are
available) 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.
Participants in Solicitation
VIH, Bakkt and their respective directors, managers, executive
officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of VIH shareholders in connection with the Business
Combination. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
VIH’s shareholders in connection with the Business Combination is
set forth in the preliminary proxy statement/prospectus contained
in the Form S-4, as amended, and will also be included in the
definitive proxy statement/prospectus for the Business Combination
when available. Information concerning the interests of VIH and
Bakkt’s participants in the solicitation, which may, in some cases,
be different than those of VIH and Bakkt’s equity holders
generally, is also set forth in the proxy statement/prospectus
contained in the Form S-4, as amended, and will also be included in
the definitive proxy statement/prospectus for the Business
Combination when available.
Non-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.
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 the timing of the closing of the Business Combination; our
plans, objectives, expectations and intentions with respect to
future operations; 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 Business Combination,
including the implied enterprise value, the expected transaction
and ownership structure and the likelihood and ability of the
parties to successfully consummate the Business Combination. 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
communication, 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 Business Combination, 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 Business Combination due to the failure to obtain
approval of VIH’s shareholders, 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
Business Combination; (iii) costs related to the Business
Combination; (iv) a delay or failure to realize the expected
benefits from the Business Combination; (v) risks related to
disruption of management time from ongoing business operations due
to the Business Combination; (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; and (x) risks relating to data security. 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
Registration Statement 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.
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 performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about VIH and
Bakkt or the date of such information in the case of information
from persons other than VIH or Bakkt, and VIH and Bakkt disclaim
any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this communication. Forecasts and estimates regarding Bakkt’s
industry and end markets are based on sources we believe to be
reliable; however, there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro
forma, projected and estimated numbers are used for illustrative
purposes only, are not forecasts and may not reflect actual
results.
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version on businesswire.com: https://www.businesswire.com/news/home/20210526005571/en/
For Bakkt: Investors BakktIR@edelman.com
Media Rachel Ford rachel.ford@bakkt.com
For VIH: Investors vihinfo@victoryparkcapital.com
Media Julia Fisher (Sahin) Julia.Fisher@edelman.com
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