Bakkt Holdings, LLC entered into letter of intent to acquire VPC Impact Acquisition Holdings (NasdaqCM:VIH) from a group of shareholders in a reverse merger transaction on December 11, 2020. Bakkt Holdings, LLC entered into a definitive agreement to acquire VPC Impact Acquisition Holdings on January 11, 2021. As on March 30, 2021, Bakkt Holdings, LLC entered into an amendment to agreement and plan of merger to acquire VPC Impact Acquisition Holdings in a reverse merger transaction. The business combination values the combined company at an enterprise value of approximately $2.1 billion and is expected to result in over $500 million of cash on the combined company's balance sheet, reflecting a contribution of up to $207 million of cash held in VPC Impact Acquisition Holdings' trust account and a $325 million concurrent private placement (PIPE) of Class A common stock of the combined company, priced at $10 per share, including a $50 million contribution from Intercontinental Exchange, Inc. (“ICE”), parent company of Bakkt. As part of the transaction, Bakkt's existing equity holders and management will roll 100% of their equity into the combined company. Assuming no shareholders of VIH exercise their redemption rights, current Bakkt equity holders will own approximately 78%, VIH public shareholders will own approximately 8%, VPC will own approximately 2% and PIPE investors (a group that will include ICE) will own approximately 12% of the combined company at closing. ICE is expected to have a 65% economic interest and a minority voting interest in the combined company. The business combination has been structured as an “Up-C” where former Bakkt equity owners will retain their equity interests in Bakkt and will receive non-economic voting shares of the combined company at closing. On January 11, 2021, concurrently with the execution of the merger agreement, VIH entered into subscription agreements with certain investors, pursuant to which, the PIPE Investors have collectively subscribed for 32.5 million Bakkt Class A Shares for an aggregate purchase price equal to $325 million (the "PIPE Investment"). The PIPE Investment will be consummated immediately prior to the Closing. The combined company will be renamed Bakkt Holdings, Inc. which is anticipated to become a NYSE-listed public company trading under the ticker symbol “BKKT.” In connection with the business combination, VIH will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware.

Leading Bakkt as Chief Executive Officer will be Gavin Michael, whose appointment takes effect on January 11, 2021. Leading Bakkt succeeds David Clifton, Bakkt's interim Chief Executive Officer, who will join the combined company's Board of Directors at the closing of the business combination. Pursuant to the amendment, the combined company will have five to nine members in board of directors. The proposed business combination is subject to approval by VIH's and Bakkt shareholders, regulatory approvals and other customary closing conditions including the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC or any other Governmental Authority, The Bakkt Pubco Class A Shares (including the Bakkt Pubco Class A Shares to be issued in connection with the Domestication, the Bakkt Pubco Class A Shares to be issued in the PIPE Financing and the Bakkt Pubco Class A Shares issuable upon exchange of Surviving Company Common Units in accordance with the Exchange Agreement) shall have been listed on a National Stock Exchange and shall be eligible for continued listing on a National Stock Exchange immediately following the Closing and after giving effect to the Redemption (as if it were a new initial listing by an issuer that had never been listed prior to Closing, the existing directors of VIH shall have resigned effective as of the Closing, The PIPE Financing shall have been consummated, available Cash shall be at least equal to the Minimum Available Cash i.e. $425 million. The proposed business combination has been unanimously approved by the Boards of Directors of Bakkt and VIH. Board of VIH recommends the shareholders to vote in favor of the transaction. As of April 1, 2021, VPC Impact Acquisition Holdings announced that it has filed with the U.S. Securities and Exchange Commission a registration statement on Form S-4, which includes a preliminary proxy statement of VIH in connection with the proposed Business Combination with Bakkt Holdings. As of September 17, 2021, VIH's Registration Statement on Form S-4 was declared effective by the SEC. On October 5, 2021, VPC Impact Acquisition Holdings provided written notice to The Nasdaq Stock Market LLC 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 following the completion of the transaction. As of October 14, 2021, shareholders of VIH have approved the transaction. The last day of trading of VIH's units on Nasdaq is expected to be October 15, 2021. Class A common stock and warrants of combined entity are expected to begin trading on October 18, 2021.

The business combination is expected to close in the second quarter of 2021. On September 29, 2021, VIH, Merger Sub and Bakkt entered into an amendment to the Merger Agreement to extend the “Termination Date” under the Merger Agreement from September 30, 2021 to October 20, 2021. As of May 26, 2021, the transaction is expected to close in June 2021. As of July 9, 2021, the transaction is expected to close in second half of 2021. As of August 19, 2021, the transaction is expected to close in the third quarter of 2021. As of October 5, 2021, the transaction is expected to close on or around October 15, 2021. Alex DeOteris and Nate Stulman of PJ Solomon is serving as financial advisors and J. Matthew Lyons, Rory O'Halloran, Alan Bickerstaff, Harald Halbhuber, John Menke, Reena Agrawal, John Cannon, and Cody Wright of Shearman & Sterling are serving as legal advisors to Bakkt. Jefferies LLC and Citigroup are serving as financial and capital markets advisors to VPC and co-placement agents on the PIPE. Raymond Bogenrief and Elliott Smith of White & Case LLP are serving as legal advisors to VPC. Scott R. Zemnick of Victory Park Capital Advisors, LLC and Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for VPC. Wilson Sonsini Goodrich & Rosati, P.C. is acting as legal advisor to Bakkt. Morrow Sodali LLC acted as proxy solicitor and will receive a fee of $25,000 plus disbursements.

Bakkt Holdings, LLC completed the acquisition of VPC Impact Acquisition Holdings (NasdaqCM:VIH) from a group of shareholders in a reverse merger transaction on October 15, 2021. The combined company will start trading on the New York Stock Exchange starting Monday, October 18, 2021.