VIH Expects All Conditions to Be Met to
Complete Business Combination
VPC Impact Acquisition Holdings (“VIH”) (Nasdaq: VIHAU, VIH and
VIHAW), a special purpose acquisition company sponsored by Victory
Park Capital (“VPC”), today announced that it expects all
conditions to be met, including minimum cash proceeds, to complete
its previously announced business combination with Bakkt Holdings,
LLC (“Bakkt”), the digital asset marketplace founded in 2018.
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Based on the number of public shares submitted for redemption as
of 5 p.m. ET on October 12, 2021, the business expects to receive
more than $447 million of gross proceeds, including an expected
$325 million in committed funding from a PIPE financing, plus
approximately $122 million from the VIH trust account, which
represents approximately 60% of the cash available in the
trust.
Assuming that VIH receives shareholder approval at its
Extraordinary General Meeting of Shareholders scheduled for October
14, 2021, VIH expects to close the transaction on October 15, 2021.
The formal results of the vote will be included in a Current Report
on Form 8-K to be filed by VIH with the Securities and Exchange
Commission (the “SEC”).
Upon closing, the combined company’s Class A common stock and
redeemable warrants are expected to begin trading on the New York
Stock Exchange (the “NYSE”) under the ticker symbols “BKKT” and
“BKKT WS”, respectively, starting Monday, October 18, 2021.
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 Austin. 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 consumers to buy, sell, store and
spend digital assets. Bakkt’s retail platform, now available
through the recently-released Bakkt App and to partners through the
Bakkt platform, amplifies consumer spending and bolsters loyalty
programs, adding value for all key stakeholders within the Bakkt
payments and digital assets ecosystem. Launched in 2018 by
Intercontinental Exchange, Inc., Bakkt is headquartered in
Alpharetta, GA. For more information, visit:
https://www.bakkt.com/.
Additional Information and Where to Find It
This communication relates to the Business Combination between
VIH and Bakkt, is for informational purposes only and shall not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities pursuant to the Business
Combination or otherwise, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation, sale or
exchange would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
In connection with the Business Combination, VIH filed a
registration statement on Form S-4 that included a proxy
statement/prospectus of VIH, which was declared effective by the
SEC on September 17, 2021. This document does not contain all the
information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the Business
Combination.
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 BUSINESS COMBINATION AND RELATED
MATTERS.
VIH shareholders may 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.
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 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 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 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
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; (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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211013005611/en/
For VIH: Investors vihinfo@victoryparkcapital.com Media Julia
Fisher Julia.Fisher@edelman.com For Bakkt: Investors Ann DeVries,
Head of Investor Relations ann.devries@bakkt.com
BakktIR@edelman.com Media Lauren Post Lauren.Post@bakkt.com
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