SEC Form 8-K Summary
Business context and reporting period
The filing is by VPC Impact Acquisition Holdings, a Cayman Islands special purpose acquisition company (SPAC), not by Bakkt, Inc. The report covers events beginning September 22, 2020, in connection with the company’s initial public offering (IPO); the filing was signed September 28, 2020. The company had not yet completed an initial business combination.
Financial and capital markets metrics
- The company sold 20,000,000 units at $10.00 per unit, generating $200.0 million of gross IPO proceeds.
- Each unit included one Class A ordinary share and one-half of a redeemable warrant. Each whole warrant is exercisable for one Class A ordinary share at $11.50 per share, subject to adjustment.
- Underwriters received a 45-day option to purchase up to 3,000,000 additional units.
- The sponsor privately purchased 6,000,000 warrants at $1.00 per warrant, generating $6.0 million of gross proceeds. No underwriting discounts or commissions were paid on this sale.
- The filing states that $200.0 million was placed in a U.S.-based trust account: $196.0 million from the IPO, including $7.0 million of deferred underwriting discount, and $4.0 million from the private placement warrants.
- The filing provides no operating revenue, profit, cash-flow, margin, or traditional debt metrics because the registrant was a newly formed SPAC.
Material changes and transaction terms
- The company consummated its IPO and entered into its underwriting, warrant, trust, registration rights, sponsor services, private placement, and related agreements.
- Adrienne Harris, Kai Schmitz, and Kurt Summers joined the board and were appointed to board committees. Kai Schmitz became Audit Committee chair, Adrienne Harris became Nominating and Corporate Governance Committee chair, and Kurt Summers became Compensation Committee chair.
- The sponsor transferred 20,000 founder shares to each new director and retained 5,690,000 founder shares.
- The company adopted its Amended and Restated Memorandum and Articles of Association.
Guidance, outlook, risks, contingencies, and unusual items
- The trust account is generally restricted until the earliest of completion of an initial business combination, certain shareholder-approved amendments followed by redemptions, or redemption of public shares if no business combination is completed within 24 months of the IPO closing.
- Limited trust-account interest may be released to pay taxes and up to $100,000 of dissolution expenses.
- The filing does not identify a target company, provide operating guidance, or state a forecast for a future business combination.
- Private placement warrants have transfer restrictions, may be exercised on a cashless basis by eligible holders, are generally not redeemable while held by the sponsor or permitted transferees, and carry registration rights.
Important facts for investors to verify
- Confirm the registrant’s identity and relationship to Bakkt, Inc.; this filing names VPC Impact Acquisition Holdings rather than Bakkt, Inc.
- Verify the final trust-account balance and the allocation between IPO proceeds, deferred underwriting discounts, and private placement proceeds.
- Review the 24-month deadline, redemption provisions, and shareholder voting rights in the Amended Charter.
- Review dilution from public warrants, private placement warrants, founder shares, and the underwriters’ option.
- Examine the sponsor, director, registration rights, indemnification, and administrative services agreements filed as exhibits.