Item 7.01 Regulation FD Disclosure.
As previously disclosed, on January 11, 2021, VPC Impact Acquisition Holdings, a
Cayman Islands exempted company ("VIH"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Pylon Merger Company LLC, a Delaware
limited liability company and wholly-owned subsidiary of VIH ("Merger Sub"), and
Bakkt Holdings, LLC, a Delaware limited liability company ("Bakkt"), in
connection with its business combination (the "Proposed Transaction") with
Bakkt.
On October 8, 2021, Bakkt issued a press release announcing Bakkt's strategic
partnership with Google. The press release is attached hereto as Exhibit 99.1
and incorporated by reference herein. Notwithstanding the foregoing, information
contained on the websites of VIH or Bakkt or any of their affiliates referenced
in Exhibit 99.1 or linked therein or otherwise connected thereto does not
constitute part of, nor is it incorporated by reference into, this Current
Report.
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.
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 U.S. Securities
and Exchange Commission ("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.
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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 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
The exhibits listed in the following Exhibit Index are filed as part of this
Current Report.
Exhibit
No. Description
99.1 Press Release, dated as of October 8, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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