UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 12, 2020
VPC Impact Acquisition Holdings
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39544 | 98-1550750 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: +1-312-701-1777
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of |
Trading |
Name of each exchange | ||
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | VIHAU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 par value | VIH | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | VIHAW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On November 12, 2020, VPC Impact Acquisition Holdings (the Company) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Companys units (the Units) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the Class A Ordinary Shares), and warrants (the Warrants) included in the Units commencing on or about November 13, 2020. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Capital Market (Nasdaq) under the symbol VIHAU, and the Class A Ordinary Shares and Warrants will separately trade on Nasdaq under the symbols VIH and VIHAW, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Companys transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated November 12, 2020. | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VPC IMPACT ACQUISITION HOLDINGS | ||||
| By: | /s/ John Martin | |||
| Name: | John Martin | |||
| Title: | Chief Executive Officer and Chairman | |||
Dated: November 12, 2020
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Exhibit 99.1
VPC Impact Acquisition Holdings Announces the Separate Trading of its Ordinary Shares and Warrants, Commencing November 13, 2020
Chicago, IL, November 12, 2020 (BUSINESS WIRE) VPC Impact Acquisition Holdings (Nasdaq: VIHAU) (the Company) announced today that holders of the Companys units sold in its initial public offering may elect to separately trade the Class A ordinary shares and redeemable warrants included in its units commencing on or about November 13, 2020.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on The Nasdaq Capital Market (Nasdaq) under the symbols VIH and VIHAW, respectively. Those units not separated will continue to trade on Nasdaq under the symbol VIHAU. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Companys transfer agent, in order to separate the units into Class A ordinary shares and warrants.
The units were initially offered by the Company in an underwritten offering. Jefferies LLC acted as the sole book-running manager for the offering. A registration statement relating to the units and the underlying securities was declared effective by the U.S. Securities and Exchange Commission (the SEC) on September 22, 2020.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at 877-821-7388 or by email at Prospectus_Department@Jefferies.com.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute forward-looking statements, including with respect to the Companys search for an initial business combination. No assurance can be given as to the consummation of any business combination or the terms thereof. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Companys registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SECs website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Victory Park Capital
Julia Sahin, Edelman
Julia.Sahin@edelman.com
646.301.2968