VPC IMPACT ACQUISITION HOLDINGS: conclusion of an important definitive agreement, financial statements and supporting documents (form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

As previously stated, the January 11, 2021, VPC Impact Acquisition Holdings, a
Cayman Islands exempt company (“HIV”), has entered into a merger agreement and plan (the “Merger Agreement”) with Pylon Fusion Company LLC, a Delaware
limited liability company and wholly owned subsidiary of VIH (“Merger Sub”), and
Bakkt Holdings, LLC, a Delaware limited liability company (“Bakkt”), in connection with its business combination (the “Proposed Transaction”) with Bakkt.

At September 29, 2021, VIH, Merger Sub and Bakkt have entered into an amendment (the “Amendment”) to the Merger Agreement to extend the “Termination Date” under the Merger Agreement from September 30, 2021, To 20 October 2021.

The foregoing description of the Amendment is not complete and is submitted and qualified in its entirety by reference to the Amendment, a copy of which is filed with this current report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.

Additional information and where to find it.

As part of the proposed transaction, VIH filed a registration statement on Form S-4 which included an HIV proxy circular / prospectus. At September 17, 2021, the registration declaration has been declared effective by the United States Securities Commission (“SECOND”). This document does not replace the Proxy Circular / Final Prospectus, which was distributed to the holders of HIV Common Shares in connection with its solicitation of proxies for voting by the shareholders of VIH with respect to the proposed transaction and other matters that may be described in the registration statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the Domestication. This document does not contain all of the information that should be taken into account regarding the Proposed Transaction and is not intended to form the basis of an investment decision or any other decision relating to the Proposed Transaction. HIV shareholders and other interested parties are urged to read the Management Proxy Circular / Final Prospectus and other documents filed in connection with the proposed transaction, as these documents contain important information about Bakkt, VIH and the transaction. proposed.

INVESTORS, HOLDERS OF SECURITIES AND OTHER INTERESTED PARTIES ARE INVITED TO READ THE PROXY / PROSPECTUS STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SECOND, AS WELL AS ANY AMENDMENTS OR SUPPLEMENT TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT BAKKT, HIV, THE PROPOSED TRANSACTION AND RELATED ISSUES.

The Management Proxy Circular / Final Prospectus and other documents relevant to the proposed transaction were mailed to HIV shareholders of record as of
September 14, 2021 to vote on the proposed transaction. HIV shareholders may also obtain copies of the Management Proxy Circular / Final Prospectus and other documents filed with the SECOND, free of charge at DRY website at www.sec.gov. These documents can also be obtained free of charge from HIV upon written request to HIV by sending an email to [email protected] or by directing a request to the HIV secretariat at c / o Victory Park Capital Advisors, LLC, 150 North Riverside Plaza, office 5200, Chicago, Illinois 60606.

No offer or solicitation.

This current report on Form 8-K is for informational purposes only and is not intended to and should not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to sell. ‘purchase or subscription of securities or a solicitation of any vote of approval, nor will there be any sale, issue or transfer of securities in any jurisdiction in which such an offer, solicitation or sale would be illegal before registration or qualification under the securities laws of that jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

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Participants in the call for tenders.

This current report on Form 8-K is not a solicitation of proxy from an investor or security holder. However, HIV, Bakkt, Intercontinental Exchange Holdings, Inc. (“ICE”) and certain of their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SECOND. Information regarding the directors and officers of VIH can be found in its registration statement on Form S-1 relating to the HIV Initial Public Offering, including changes to it, and other reports. which are deposited with the SECOND. Additional information regarding participants is also included in the registration statement on Form S-4 and in the proxy circular / final prospectus. These documents can be obtained free of charge from the sources indicated above.

Caution Regarding Forward-Looking Statements.

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding future financial and operational results, our plans. , objectives, expectations and intentions regarding future operations, products and services; and other statements identified by words such as “will likely result”, “is expected”, “will continue”, “is planned”, “estimated”, “believe”, “intend”, “plan”, “Project”, “perspective” or words with similar meaning. These forward-looking statements include, without limitation, statements regarding the industry and market size of Bakkt, the future opportunities for HIV, Bakkt and the Combined Company, the estimated future results of HIV and Bakkt and the proposed transaction. , including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to complete the proposed transaction. These forward-looking statements are based on 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 HIV reports filed with the SECOND
and those identified elsewhere in this current report on Form 8-K, the following factors, among others, could cause actual results and timing of events to differ materially from anticipated results or other expectations expressed in the statements prospective: (i) the inability to meet the closing conditions of the Proposed Transaction, including the occurrence of any event, change or other circumstance that may result in the termination of the definitive agreement; (ii) the inability to complete the proposed transaction due to the failure to obtain the approval of the HIV shareholders or members of Bakkt, the inability to meet the minimum amount of money available as a result of any takeover by the shareholders of VIH or failure to comply with the national stock exchange listing standards relating to the completion of the proposed transaction; (iii) costs associated with the proposed transaction; (iv) a delay or failure in achieving the expected benefits of the proposed transaction; (v) risks associated with the interruption of the management time of current business operations due to the proposed Transaction; (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, technological developments or regulatory changes; (viii) the evolution of markets targeted by Bakkt; (ix) the risk that Bakkt may not be able to execute its growth strategies, including the identification and completion of acquisitions; (x) data security risks; and (xi) the 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 the HIV Final Prospectus dated September 22, 2020 regarding its Initial Public Offering, the Registration Statement on Form S-4 and the Proxy Circular / Final Prospectus discussed above and other documents filed by VIH from time to time with the SECOND. These documents identify and address, or will identify and address, other material risks and uncertainties that could cause actual events and results to differ materially from those contained in forward-looking statements. Actual results, performance or achievements may differ materially, and potentially negatively, from any projections and forward-looking statements and from the assumptions on which such forward-looking statements are based. The

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cannot guarantee that the data contained in this document reflects to any degree future performance. You are cautioned not to place undue reliance on forward-looking statements as predictors of future performance, as projected financial information and other information is based on estimates and assumptions which are inherently subject to various risks, uncertainties and other factors. important, many of which are beyond our control. All information contained herein is valid only as of the date hereof in the case of information about HIV and Bakkt or the date of such information in the case of information from persons other than HIV or Bakkt, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Bakkt’s industry and end markets are based on sources we believe to be reliable, but there can be no assurance that such forecasts and estimates will prove to be true in whole or in part. Annualized, pro forma, projected and estimated figures are used for illustration purposes only, are not forecasts and may not reflect actual results.

Item 9.01 Financial statements and supporting documents.

(d) Exhibitions

The exhibits listed in the following Exhibit Index are filed as part of this
Current Report.



Exhibit No.                                  Description

2.1                 Amendment to Agreement and Plan of Merger, dated September 29,
                  2021, by and among VPC Impact Acquisition Holdings, Pylon Merger
                  Company LLC and Bakkt Holdings, LLC.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).




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