Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 4, 2022, the Board of Directors (the "Board") of VPC Impact
Acquisition Holdings II (the "Company") appointed Mr. Albert Periu as a director
to fill a vacancy on the Board, for a term expiring at the second Annual Meeting
of Shareholders. In connection with Mr. Periu's appointment, the Board appointed
Mr. Periu to serve on the Audit Committee and the Compensation Committee, and to
serve as the chairperson of the Nominating and Corporate Governance Committee.
Mr. Periu joins the Board as an independent director.
Mr. Periu, age 42, has served as Chief Executive Officer of Zilch USA Inc.
("Zilch"), a financial technology company focused on providing payment and
credit solutions to consumers, since 2021. During his tenure with Zilch, he has
been responsible for Zilch's strategy and operations in the U.S., as well as
debt capital markets transactions for Zilch globally. Prior to Zilch, from
December 2016 to July 2021, Mr. Periu was Co-Founder and Chief Executive Officer
of Neptune Financial Inc., a financial technology company whose commercial
lending platform provided growth capital to small and mid-sized American
businesses. Previously, Mr. Periu served as Global Co-Head of Capital Markets
for Funding Circle Ltd. ("Funding Circle"), an online lender focused on U.S. and
U.K. small and medium-sized businesses, from October 2012 to December 2016.
Mr. Periu also served as President and Chief Executive Officer of Funding
Circle's broker dealer, Funding Circle Securities, from March 2014 to January
2017. Prior to his time with Funding Circle, Mr. Periu held roles with FBR &
Co., Deutsche Bank, and Merrill Lynch. Mr. Periu holds a Bachelor of Science in
Business Administration from Georgetown University.
Mr. Periu is being appointed as a director because, among his other
qualifications, he possesses experience and expertise in areas of the business
development, strategy and operations, finance and technological innovation.
Mr. Periu and VPC Impact Acquisition Holdings Sponsor II, LLC (the "Sponsor"),
will enter into a securities assignment agreement (the "Agreement"), pursuant to
which the Sponsor will transfer and assign 10,000 of the Company's Class B
ordinary shares, par value $0.0001 per share, to Mr. Periu as compensation for
his service as director.
The foregoing description of Mr. Periu's Agreement is qualified in its entirety
by reference to the text of Mr. Periu's Agreement filed as Exhibit 10.1 and
incorporated herein by reference.
The Company will also enter into its standard form of indemnification agreement
with Mr. Periu, the form of which is filed as Exhibit 10.5 to the Company's Form
S-1 filed with the Securities and Exchange Commission (the "SEC") on
February 19, 2021.
There are no arrangements or understandings between Mr. Periu and any other
person pursuant to which Mr. Periu was selected as a director. Mr. Periu is not
a participant in any related party transactions required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
10.1 Securities Assignment Agreement, by and between VPC Impact
Acquisition Holdings Sponsor II, LLC and Albert Periu, dated August 4,
2022
104 Cover Page Interactive Date File (embedded within the Inline XBRL
Document)
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