FORM

 

 

 

Telephone: (312)

 

 

 

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

non-accelerated

Rule 12b-2

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 7(a)(2)(B) of the Securities Act.  ☐

(1)

Simultaneously with the completion of the Proposed Transaction described herein, the registrant, a Cayman Islands exempted company, intends to effect a deregistration under Section 206 of the Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law (the “ Domestication ”), pursuant to which the registrant’s jurisdiction of incorporation will be transferred by way of continuation from the Cayman Islands to the State of Delaware and the name of the registrant will be changed to “ Bakkt Holdings, Inc. ” (the “ Company ”).

(2)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “ Securities Act ”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(3)

Represents (i) 20,737,202 of Class A Ordinary Shares (including Class A Ordinary Shares included in units) issued by the registrant in its initial public offering registered on Form S-1 (SEC File No. 333-248619) and (ii) of 5,184,300 Class B Ordinary Shares, which Class A and Class B Ordinary Shares, as a result of the Domestication, will automatically be converted by operation of law into shares of Class A common stock.

(4)	Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A Ordinary Shares on The Nasdaq Capital Market on March 29, 2021 in accordance with Rule 457(f)(1) under the Securities Act.

(5)

Represents (i) 10,368,601 redeemable warrants issued by the registrant in its initial public offering registered on Form S-1 (SEC File No. 333- 248619) (including redeemable warrants included in units) and (ii) 6,147,440 warrants issued by the registrant in a private placement concurrently with the initial public offering, which warrants altogether, as a result of the Domestication, will become warrants to acquire the same number of shares of Class A common stock of the Company at the same price and on the same terms set forth in the respective warrant agreement.

(6)	No registration fee is required pursuant to Rule 457(g) under the Securities Act.

(7)	Represents the number of shares of Class A common stock issuable upon exercise of warrants pursuant to their terms. Each whole warrant will entitle the warrant holder to purchase one share of Class A common stock of the Company at a price of $11.50 per quarter share.

(8)	Represents the exercise price of the warrants.

(9)	Previously paid.

 

 

 

 

one-half

non-economic,

It is anticipated that following the Closing of the Proposed Transaction: (a) the Public Shareholders (as defined in the accompanying proxy statement/prospectus) are expected to own approximately 8% of the outstanding Company’s Shares; (b) Bakkt Equity Holders (without taking into account any Public Shares held by Bakkt Equity Holders prior to the consummation of the Proposed Transaction or purchased in the PIPE Investment (as defined in the accompanying proxy statement/prospectus)) are expected to own approximately 78% of the outstanding Company’s Shares; (c) the Sponsor and related parties are expected to collectively own approximately 2% of the outstanding Company’s Shares and (d) the PIPE Investors (as defined in the accompanying proxy statement/prospectus) are expected to own approximately 12% of the outstanding Company’s Shares. These percentages assume (i) that no Public Shareholders exercise their Redemption Rights in connection with the Proposed Transaction and (ii) that Bakkt Pubco issues 32,500,000 of the Company’s Shares to the PIPE Investors pursuant to the PIPE Investment. If there are redemptions by the Public Shareholders up to the maximum level that would permit completion of the Business Combination, (a) the Public Shareholders will own approximately 4% of the outstanding Company’s Shares, (b) Bakkt Equity Holders (without taking into account any Public Shares held by Bakkt Equity Holders prior to the consummation of the Proposed Transaction or purchased in the PIPE Investment) will own approximately 81% of the outstanding Company’s Shares, (c) the Sponsor and related parties will own approximately 2% of the outstanding Company’s Shares and (d) the PIPE Investors will own approximately 13% of the outstanding Company’s Shares. These percentages assume (i) that 10,737,202 Public Shareholders exercise their Redemption Rights in connection with the Proposed Transaction and (ii) that Bakkt Pubco issues 32,500,000 of the Company’s Shares to the PIPE Investors pursuant to the PIPE Investment.

partnership-C

662-5200,

658-9400,

 

ii

This proxy statement/prospectus is dated                     , 2021, and is first being mailed to VIH’s shareholders on or about                     , 2021.

 

iii

Dear VPC Impact Acquisition Holdings Shareholders:

one-half

 

iv

By-Laws

non-binding

By-Laws

non-economic,

It is anticipated that following the Closing of the Proposed Transaction, (a) the Public Shareholders are expected to own approximately 8% of the outstanding Company’s Shares; (b) Bakkt Equity Holders (without taking into account any Public Shares held by Bakkt Equity Holders prior to the consummation of the Proposed Transaction or purchased in the PIPE Investment) are expected to own approximately 78% of the outstanding Company’s Shares, (c) the Sponsor and related parties are expected to collectively own approximately 2% of the outstanding Company’s Shares; and (d) the PIPE Investors are expected to own approximately 12% of the outstanding Company’s Shares. These percentages assume (i) that no Public Shareholders exercise their Redemption Rights in connection with the Proposed Transaction and (ii) that Bakkt Pubco issues 32,500,000 of the Company’s

 

v

Shares to the PIPE Investors pursuant to the PIPE Investment. If there are redemptions by the Public Shareholders up to the maximum level that would permit completion of the Business Combination, (a) the Public Shareholders will own approximately 4% of the outstanding Company’s Shares, (b) Bakkt Equity Holders (without taking into account any Public Shares held by Bakkt Equity Holders prior to the consummation of the Proposed Transaction or purchased in the PIPE Investment) will own approximately 81% of the outstanding Company’s Shares, (c) the Sponsor and related parties will own approximately 2% of the outstanding Company’s Shares and (d) the PIPE Investors will own approximately 13% of the outstanding Company’s Shares. These percentages assume (i) that 10,737,202 Public Shareholders exercise their Redemption Rights in connection with the Proposed Transaction and (ii) that Bakkt Pubco issues 32,500,000 of the Company’s Shares to the PIPE Investors pursuant to the PIPE Investment.

partnership-C

Pursuant to the Cayman Constitutional Documents, a holder of Public Shares (as defined in the accompanying proxy statement/prospectus) (a “”), which excludes shares held by VPC Impact Acquisition Holdings Sponsor, LLC (the “”), may request that VIH redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Proposed Transaction is consummated. Holders of VIH Units must elect to separate the VIH Units into the underlying Public Shares and VIH Warrants prior to exercising Redemption Rights with respect to the Public Shares. If holders hold their VIH Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the VIH Units into the underlying Public Shares and VIH Warrants, or if a holder holds VIH Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public Shareholders may elect to redeem their Public Shares even if they vote “for” the Business Combination Proposal or any other Condition Precedent Proposal. If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Proposed Transaction is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms, which must identify the beneficial owner of the shares to be redeemed, to Continental Stock Transfer & Trust Company, VIH’s transfer agent, Bakkt Pubco will redeem such Public Shares for a price, payable in cash, equal to the portion of the trust account established at the consummation of VIH’s initial public offering (the “”), calculated as of two business days prior to the consummation of the Proposed Transaction. For illustrative purposes, as of August 17, 2021, this would have amounted to approximately $10.00 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. The Redemption takes place following the Domestication and, accordingly, it is shares of Bakkt Pubco Class A Common Stock that will be redeemed immediately after consummation of the Proposed Transaction. See “” beginning on page 118 of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in

 

vi

per-share

S-4

non-objections,

The VIH Units, VIH Class A Ordinary Shares and VIH Warrants are currently listed on The Nasdaq Capital Market (“”) under the symbols “VIHAU,” “VIH” and “VIHAW,” respectively. Pursuant to the terms of the Merger Agreement, as a closing condition, VIH is required to cause the Bakkt Pubco Class A Shares to be issued in connection with the Proposed Transaction and the PIPE Investment (as defined herein) and Bakkt Pubco Warrants to be approved for listing on the NYSE as of the Closing under the proposed symbols “BKKT” and “BKKT WS”, respectively. Bakkt Pubco will not have publicly traded units nor will the Bakkt Opco Common Units or the Bakkt Pubco Class V Shares be publicly traded.

 

vii

two-thirds

non-vote

 

viii

EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the VIH Board, I would like to thank you for your support and look forward to the successful completion of the Proposed Transaction.

Sincerely,

 

      

 

John Martin

Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated                     , 2021 and is first being mailed to shareholders on or about                     , 2021.

 

ix

TO THE SHAREHOLDERS OF VPC IMPACT ACQUISITION HOLDINGS:

 

 

de-registered

 

x

conditional upon, and with effect from, the registration of the Company in the State of Delaware as a corporation with the laws of the State of Delaware, the name of the Company be changed to “Bakkt Holdings, Inc.””

 

 

By-Laws

 

 

non-binding

 

xi

non-binding

 

non-binding

 

non-binding

 

non-binding

 

non-binding

 

xii

permitted to be taken by the holders of Bakkt Pubco Class V Shares, voting separately as a class or by the holders of Bakkt Pubco Preferred Stock, voting separately as a class or separately as a class with one or more other such series, may be taken without a meeting if signed by the holders having not less than the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted in compliance with the DGCL, as described in Advisory Organizational Documents Proposal 5F, be approved.” and

 

non-binding

 

 

 

Each of Proposals No. 1, No. 2, No. 3, No. 4 and No. 6 is cross-conditioned on the approval of each other. The Director Election Proposal, the Shareholder Adjournment Proposal and the Advisory Organizational Documents Proposals are not cross-conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

 

xiii

 

xiv

per-share

S-4

non-objections,

two-thirds

 

xv

non-vote

662-5200,

658-9400,

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of VPC Impact Acquisition Holdings

 

      

 

John Martin

Chairman of the Board of Directors

 

xvi

 

 

 

 

This proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

(800) 662-5200,

658-9400,

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of VIH to be held virtually on                     , 2021, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by                     , 2021.

 

1

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “VIH” refer to VPC Impact Acquisition Holdings (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter a corporation incorporated under the laws of the State of Delaware). Following the Domestication, VIH will be renamed “Bakkt Holdings, Inc.” and referred to in this document as Bakkt Pubco and each will be referred to as the “Company”.

In this document:

non-voting

 

2

 

3

 

S-1

No. 333-248619).

 

4

By-Laws.

By-Laws

by-laws

By-Laws.

 

5

 

6

By-Laws,

one-half

Unless otherwise specified (including in the sections entitled “” and “” beginning on pages 215 and 263, respectively, of this proxy statement/prospectus), the share calculations and ownership percentages set forth in this proxy

 

7

2.	No VIH Warrants will be exercised.

3.

All Bakkt Opco Common Units are exchanged for Bakkt Pubco Class A Shares at such time (in tandem with the cancellation of the paired Bakkt Pubco Class V Shares) (even if not yet permitted under the terms of the Exchange Agreement). Please see the section entitled “ The Business Combination Proposal—Related Agreements—Exchange Agreement ” beginning on page 146 of this proxy statement/prospectus.

5.	Other than the PIPE Investment, there are no other issuances of equity securities of the Company prior to or in connection with the Closing, including any equity awards that may be issued under the Bakkt Pubco Equity Incentive Plan following the Business Combination.

 

8

 

9

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for VIH and Bakkt to complete the Proposed Transaction. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

 

 

 

 

 

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and VIH and Bakkt managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of VIH, Bakkt and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing VIH’s views as of any subsequent date. VIH does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set out in this proxy statement/prospectus. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

11

 

 

As a condition to the Merger, VIH will change its jurisdiction of incorporation by effecting a deregistration under the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which VIH’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. In connection with the Domestication, (a) each VIH Unit issued and outstanding immediately prior to the Domestication will automatically be separated into the underlying VIH Class A Ordinary Share and of a VIH Warrant, (b) each VIH Class A Ordinary Share issued and outstanding immediately prior to the Domestication will remain outstanding and will automatically convert into one Bakkt Pubco Class A Share (provided that each VIH Class A Ordinary Share owned by Public Shareholders who have validly elected to redeem their VIH Class A Ordinary Shares will be converted, but will be redeemed for cash in an amount equal to the Redemption Price), (c) each VIH Class B Ordinary Share, par value $0.0001 per share, of VIH issued and outstanding immediately prior to the Domestication will be automatically converted into one Bakkt Pubco Class A Share, and (d) each VIH Warrant will be automatically converted into a redeemable Bakkt Pubco Warrant on the same terms as the VIH Warrants. See “ ” beginning on page 167 of this proxy statement/prospectus for additional information.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF VIH AND BAKKT, CAREFULLY AND IN ITS ENTIRETY.

 

 

 

 

 

 

12

 

 

 

 

If VIH’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could be terminated and the Proposed Transaction may not be consummated. See “ ,” “,” “,” “,” and “” beginning on pages 122, 167, 175, 177 and 189 of this proxy statement/prospectus, respectively.

VIH will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Proposed Transaction and the other matters to be acted upon at the extraordinary general meeting. Shareholders of VIH should read it carefully.

 

 

 

 

in-game

Based on its due diligence investigations of Bakkt and the industry in which it operates, including the financial and other information provided by Bakkt in the course of VIH’s due diligence investigations, the VIH Board believes that the Proposed Transaction with Bakkt is in the best interests of VIH and its

 

13

shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “” beginning on page 155 of this proxy statement/prospectus for additional information.

Although the VIH Board believes that the Proposed Transaction with Bakkt presents a unique business combination opportunity and is in the best interests of VIH and its shareholders, the VIH Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “,” beginning on page 155 of this proxy statement/prospectus as well as in the sections entitled “” beginning on page 70 of this proxy statement/prospectus.

 

 

partnership-C

 

 

 

14

 

Q.	How has the announcement of the Proposed Transaction affected the trading price of the VIH Class A Ordinary Shares?

Q.	Will the Company obtain new financing in connection with the Proposed Transaction?

A.

Yes. The PIPE Investors have agreed to purchase in the aggregate 32,500,000 shares of Bakkt Pubco Common Stock, for $325,000,000 of gross proceeds, in the PIPE Investment. See “ The Business Combination Proposal—Related Agreements—Subscription Agreements ” beginning on page 148 of this proxy statement/prospectus.

Q.	Why is VIH proposing the Domestication?

 

15

non-votes,

 

 

 

 

 

 

 

 

 

16

VIH does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under “” beginning on page 204 of this proxy statement/prospectus, VIH believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such a case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of VIH Class A Ordinary Shares or VIH Warrants for Bakkt Pubco Common Stock or Bakkt Pubco Warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “” with respect to their VIH Class A Ordinary Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to VIH Warrants, and the application of the PFIC rules to VIH Warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “” beginning on page 200 of this proxy statement/prospectus.

Each U.S. Holder is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of VIH Class A Ordinary Shares and VIH Warrants for Bakkt Pubco Common Stock and Bakkt Pubco Warrants pursuant to the Domestication.

Additionally, the Domestication may cause Holders (as defined in “ Holders” beginning on page 209 of this proxy statement/prospectus) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Holder’s Bakkt Pubco Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “” beginning on page 200 of this proxy statement/prospectus.

 

 

 

17

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

per-share

 

 

(a) hold Public Shares, you elect to separate your VIH Units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares;

(b) submit a written request to the Transfer Agent, that Bakkt Pubco redeem all or a portion of your Public Shares for cash; and

(c) deliver your share certificates for Public Shares (if any) along with the redemption forms, which must identify the beneficial owner of the shares to be redeemed, to the Transfer Agent, physically or electronically through The Depository Trust Company (“”).

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to                     p.m., Eastern Time, on                     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of VIH Units must elect to separate the VIH Units into the underlying Public Shares and Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If holders hold their VIH Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the VIH Units into the underlying Public Shares and Public Warrants, or if a holder holds VIH Units registered in its own name, the holder must contact the Transfer Agent, directly and instruct them to do so.

A VIH shareholder may not withdraw a request for Redemption once submitted to VIH unless the VIH Board determines (in its sole discretion) to permit the withdrawal of such request for Redemption (which it may do in whole or in part). Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its Redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that VIH permit the withdrawal of the request for Redemption and instruct the Transfer Agent, to return the share certificates (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

 

18

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for Redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to the Transfer Agent, at least two business days prior to the vote at the extraordinary general meeting.

If you are a holder of Public Shares and you exercise your Redemption Rights, such exercise will not result in the loss of any warrants that you may hold.

 

 

 

 

Additionally, because the Domestication will occur prior to the Redemption of any Public Shareholder, U.S. Holders (as defined in “”) exercising Redemption Rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “” beginning on page 200 of this proxy statement/prospectus.

non-U.S.

 

 

 

19

 

 

 

 

The Merger Agreement provides that the obligations of Bakkt to consummate the Merger are conditioned on, among other things, the Available Cash Condition, which requires that the amount of cash available following the extraordinary general meeting from the following sources is at least $425,000,000: (a) in the Trust Account, after deducting the amount required to satisfy Redemptions of VIH Class A Ordinary Shares, if any (but prior to payment of (i) deferred underwriting commissions and (ii) transaction expenses of VIH or its affiliates), (b) outside of the Trust Account, and (c) from the gross proceeds of the PIPE Investment. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could be terminated and the proposed Business Combination may not be consummated.

 

20

 

 

 

 

 

 

 

 

21

 

 

step-up

 

 

 

 

 

 

 

22

 

 

 

 

 

 

 

 

 

 

 

23

 

The following votes are required for each proposal at the extraordinary general meeting:

 

two-thirds

non-binding

two-thirds

 

24

The Sponsor and VIH’s officers and directors own and are entitled to vote 20% of the VIH Shares (an aggregate of 5,184,300 VIH Class B Ordinary Shares) as of the record date. As further discussed in the section titled “Certain Relationships and Related Person Transactions” beginning on page 256 of this proxy statement/prospectus, the Sponsor and VIH’s officers and directors have agreed to vote in favor of the proposals. If only the minimum number of VIH Shares required to establish a quorum were voted, only 6.25% (an aggregate of 1,296,077 Public Shares) of the Public Shares would need to be voted in favor of the Business Combination Proposal.

 

 

 

 

non-public

two-thirds

 

25

the Organizational Documents Proposal and the Advisory Organizational Documents Proposals, (c) satisfaction of the Available Cash Condition, and (d) otherwise limiting the number of Public Shares electing to redeem.

 

 

 

 

 

 

 

 

 

26

 

If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the requisite vote at the extraordinary general meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination Proposal, we may continue to try to complete a business combination with a different target business until September 25, 2022. If we fail to complete an initial business combination by September 25, 2022, then we will be required to dissolve and liquidate the Trust Account by returning then-remaining funds in the Trust Account to the Public Shareholders.

 

 

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to                     , Eastern Time, on                     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Upon the Domestication, holders of VIH Units, VIH Class A Ordinary Shares, VIH Class B Ordinary Shares and VIH Warrants will receive Bakkt Pubco Class A Shares and Bakkt Pubco Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their VIH Units, VIH Class A Ordinary Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above), VIH Class B Ordinary Shares or VIH Warrants.

 

 

 

 

 

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Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

662-5200

658-9400)

Email: VIH.info@investor.morrowsodali.com

You also may obtain additional information about VIH from documents filed with the SEC by following the instructions in the section entitled “” beginning on page 344 of this proxy statement/prospectus. If you are a holder of Public Shares and you intend to seek Redemption, you will need to deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to the Transfer Agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to                     , Eastern Time, on                     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your share certificates (if any) along with the redemption forms, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

 

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(1)

The term Bakkt Equity Holders includes ICE. Although ICE will beneficially own greater than 50% of Bakkt Pubco Common Stock, Bakkt Pubco will not be able to avail itself of any “controlled company” exemptions provided under the applicable rules of the NYSE due to the limitations imposed by the Voting Agreement that ICE and the Company will enter into at Closing.

 

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•

If your shares are registered in your name with the Transfer Agent and you wish to attend the online-only meeting, go to https://www.cstproxy.com/vih/sm2021, enter the 12-digit control number included

 

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on your proxy card or notice of the extraordinary general meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended, but is not required in order to attend.

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Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the online extraordinary general meeting. After contacting the Transfer Agent, a beneficial holder will receive an e-mail prior to the extraordinary general meeting with a link and instructions for entering the extraordinary general meeting online. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the extraordinary general meeting date in order to ensure access.

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Business Combination Proposal – The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the VIH Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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Domestication Proposal – The approval of the Domestication Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the VIH Shares, who, being present in person or by proxy and entitled to vote at the extraordinary

 

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general meeting, vote at the extraordinary general meeting. Because the Domestication Proposal involves a vote to continue VIH outside the jurisdiction of the Cayman Islands, holders of the VIH Class B Ordinary Shares will have ten votes per VIH Class B Ordinary Share and holders of VIH Class A Ordinary Shares will have one vote per VIH Class A Ordinary Share for the purposes of the Domestication Proposal. Holders of VIH Class B Ordinary Shares and VIH Class A Ordinary Shares will have one vote per share on all other proposals.

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Stock Issuance Proposal – The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the VIH Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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Organizational Documents Proposal – The approval of the Organizational Documents Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the VIH Shares who, being in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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Advisory Organizational Documents Proposals – The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the VIH Shares who, being in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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Bakkt Pubco Equity Incentive Plan Proposal – The approval of the Bakkt Pubco Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the VIH Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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Director Election Proposal – The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the VIH Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Although the Cayman Constitutional Documents indicate that, prior to the Closing, holders of VIH Class A Ordinary Shares have no right to vote on the appointment or removal of any director, the Director Election Proposal is being voted on by all holders of VIH Shares. In the event that one or more nominees is not elected under the Director Election Proposal, the VIH Board is permitted under Article 31 of the Cayman Constitutional Documents to appoint any person to be a director.

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Shareholder Adjournment Proposal – The approval of the Shareholder Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the VIH Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

 

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hold Public Shares or if you hold Public Shares through VIH Units, you elect to separate your VIH Units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares;

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submit a written request to the Transfer Agent, that Bakkt Pubco redeem all or a portion of your Public Shares for cash; and

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deliver the certificates for your Public Shares (if any) along with the redemption forms to the Transfer Agent physically or electronically through DTC.

 

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