Item 1.01 Conclusion of a Material Definitive Agreement.
As previously stated, the
limited liability company and wholly owned subsidiary of VIH (“Merger Sub”), and
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
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
The Management Proxy Circular / Final Prospectus and other documents relevant to the proposed transaction were mailed to HIV shareholders of record as of
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.
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,
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
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
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.
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 LLCand Bakkt Holdings, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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