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United States securities and exchange commission logo
June 17, 2021
Scott R. Zemnick
General Counsel
VPC Impact Acquisition Holdings
c/o Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Re: VPC Impact
Acquisition Holdings
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 25, 2021
File No. 333-254935
Dear Mr. Zemnick:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
19, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers for Shareholders of VIH, page 12
1. We note your response
to prior comment 1. Please add disclosure to the Q&A section or
the summary explaining
that although ICE will beneficially own approximately 65% of
Bakkt Pubco common
stock following the business combination, the company will not be
a controlled company
under the applicable rules of the NYSE because of the terms of the
voting agreement
between ICE and Bakkt Pubco.
Scott R. Zemnick
FirstName LastNameScott R. Zemnick
VPC Impact Acquisition Holdings
Comapany
June NameVPC Impact Acquisition Holdings
17, 2021
June 17,
Page 2 2021 Page 2
FirstName LastName
Projected Financial Information, page 160
2. Please consider revising the column labeled as revenue to use a more
appropriate
description. Revenue in this table appears to include the asset value
of the cryptocurrency
and defining that value as revenue is contrary to your response to
prior comment no. 8.
Alternatively, consider presenting the asset value in a separate
column that does not imply
that the amount is revenue.
Management's Discussion & Analysis of Financial Condition and Results of
Operations of Bakkt
Key Factors Affecting Our Performance, page 284
3. In response to prior comment 5, you revised your disclosures to state
Bakkt has over 250
partners currently accessible through the platform. Additionally, you
disclose in your
results of operations that revenue materially increased due to the
expansion of your loyalty
business. Given the material increase, please disclose the partners
accessible for all
periods presented.
Results of Operations, page 287
4. We have reviewed your response to prior comment 6. Please include the
reconciliation of
Bridge2 Solutions revenue included in Bakkt s consolidated
statements of operations
from February 22, 2020 through December 31, 2020 to Bakkt s reported
revenue of
$28,495K for the year ended December 31, 2020 in your Results of
Operations.
Bakkt Holdings, LLC
Revenue recognition, page F-59
5. We continue to consider your response to prior comment 8 and may have
further
comments.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241
or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Matthew
Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at
(202) 551-3453
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Era Anagnosti