Business Context and Reporting Period
VPC Impact Acquisition Holdings (“VIH”), the SPAC expected to combine with Bakkt Holdings, LLC, filed this Form 8-K on October 5, 2021. The filing concerns the proposed business combination and related change in the trading venue and corporate name; it does not report a quarterly or annual operating period.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
Material Changes Versus Prior Comparable Period
- VIH notified Nasdaq of its intention to voluntarily withdraw its common stock, warrants, and units from Nasdaq after completion of the proposed transaction.
- Following completion, VIH is expected to change its name to Bakkt Holdings, Inc.
- The combined company’s common stock and warrants were expected to begin trading on the New York Stock Exchange on or about October 18, 2021, under the symbols “BKKT” and “BKKT WS,” respectively.
- The transaction registration statement on Form S-4 was declared effective by the SEC on September 17, 2021, and the definitive proxy statement/prospectus was mailed to VIH shareholders of record as of September 14, 2021.
Guidance, Outlook, Risks, and Contingencies
The filing contains forward-looking statements regarding the proposed transaction, the combined company’s expected opportunities and results, industry and market sizes, transaction structure, and anticipated listing. No specific financial guidance is provided.
Completion remained subject to customary conditions, including shareholder and member approvals, minimum cash requirements after any shareholder redemptions, satisfaction of national exchange listing standards, and the absence of events permitting termination of the transaction agreement.
Identified risks include transaction costs and delays, failure to realize expected benefits, disruption to management, COVID-19 impacts, competitive and regulatory changes, execution of growth and acquisition strategies, data-security risks, and ineffective internal controls.
The filing states that the press release furnished as Exhibit 99.1 is not deemed filed for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify whether the proposed Bakkt transaction closed and whether all closing conditions were satisfied.
- Confirm the actual effective date of the Nasdaq delisting, NYSE listing, corporate name change, and ticker changes.
- Review the definitive proxy statement/prospectus and subsequent SEC filings for transaction terms, ownership structure, redemption levels, minimum cash, and financing.
- Obtain Bakkt’s reported historical and projected revenue, profitability, cash flow, liquidity, debt, and other financial metrics from the relevant filings.
- Review the transaction risk factors, including regulatory, competitive, cybersecurity, internal-control, and execution risks.