Business context and reporting period
This is VPC Impact Acquisition Holdings’ unaudited Form 10-Q for the quarter ended September 30, 2021—not an operating-company quarterly report for Bakkt, Inc. VPC was a blank-check company and reported no operating revenue or operations beyond pursuing a business combination. Its January 2021 merger agreement with Bakkt Holdings, LLC remained the central transaction described in this filing.
Financial position and results
| Metric | Period or date | Reported amount |
|---|---|---|
| Revenue | Three and nine months ended September 30, 2021 | None; VPC had not commenced operations |
| General and administrative expenses | Three months ended September 30, 2021 | $2.24 million |
| Net loss | Three months ended September 30, 2021 | $483,148; basic and diluted loss per share was $0.02 |
| Net loss | Nine months ended September 30, 2021 | $12.89 million; basic and diluted loss per share was $0.50 |
| Operating cash flow | Nine months ended September 30, 2021 | $469,036 used |
| Cash outside trust | September 30, 2021 | $708,642 |
| Trust account investments | September 30, 2021 | $207.40 million |
| Current liabilities | September 30, 2021 | $6.14 million |
| Warrant liabilities | September 30, 2021 | $29.60 million |
| Deferred underwriting fee payable | September 30, 2021 | $7.26 million, payable only if a business combination closes |
The quarterly net loss included $2.24 million of administrative expense, offset in part by $1.76 million of noncash warrant fair-value gains and $2,669 of trust interest. The nine-month loss included a $7.09 million warrant fair-value expense. Margins are not meaningful because VPC had no revenue. The filing reports no long-term debt or other off-balance-sheet financing arrangements.
Changes versus prior comparable period
The filing does not present a full third-quarter 2020 comparison: the 2020 statement covers only the period from inception on July 31 through September 30. For that inception period, net loss was $3.03 million. Compared with December 31, 2020, cash outside the trust declined from $1.18 million to $709,000, accounts payable and accrued expenses increased from $893,000 to $6.14 million, and warrant liabilities rose from $22.51 million to $29.60 million.
Management revised previously issued financial statements to classify all Class A shares subject to possible redemption as temporary equity and to revise earnings-per-share allocation. The revision increased the December 2020 temporary-equity amount by $34.25 million and increased accumulated deficit by $24.39 million. Management stated that total assets, liabilities, and operating results were unchanged.
Transaction, liquidity, and risks
- The proposed transaction contemplated 208.2 million Bakkt Opco units and an equal number of non-economic, voting Class V shares for Bakkt’s equity holders. Assuming no public-share redemptions, VPC expected to own approximately 22% of Bakkt Opco units after closing.
- A concurrent PIPE subscription was for 32.5 million Class A shares at $10 per share, or $325 million, subject to transaction conditions. The subscription agreements were to terminate if the merger agreement ended, by mutual agreement, or on December 31, 2021.
- VPC had until September 25, 2022 to complete a business combination. If it failed, public shares would generally be redeemed from the trust, while warrants could expire worthless.
- VPC reported approximately $5.3 million of working-capital deficit and stated that its limited cash outside the trust might not cover transaction costs. Sponsor and affiliate financing was possible but not committed. Management said these conditions raised substantial doubt about VPC’s ability to continue as a going concern for one year if a business combination was not completed.
- Management noted that COVID-19 could adversely affect VPC’s financial position or target search, but the specific effect was not determinable. No legal proceedings were reported, and the filing identified no material changes to previously disclosed risk factors.
- The filing states that disclosure controls were effective and that a previously identified material weakness had been remediated by June 30, 2021. The warrant-liability valuation remained a significant accounting estimate; private-placement warrants used Level 3 inputs.
Investor facts to verify
- Confirm the business-combination and PIPE closing status after the September 30 reporting date; this filing does not report a subsequent closing.
- Review merger conditions, shareholder redemptions, PIPE funding, and the expected post-transaction ownership structure in the merger materials.
- Assess whether VPC had adequate working capital or committed financing to cover expenses if the transaction was delayed or did not close.
- Examine the financial-statement revision and warrant fair-value assumptions, which materially affected reported equity presentation and earnings.
- Do not treat these SPAC results as Bakkt’s revenue, profitability, cash flow, or operating outlook; those metrics are not provided here.