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                            September 15, 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. 4 to
Registration Statement on Form S-4
                                                            Filed September 3,
2021
                                                            File No. 333-254935

       Dear Mr. Zemnick:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 31, 2021 letter.

       Amendment No. 4 to Form S-4

       Item 21. Exhibits and Financial Statement Schedules, page II-1

   1.                                                   We note your response
to prior comment 6. Because Bakkt's business will be the business
                                                        of VPC Impact
Acquisition Holdings following the business combination, investors voting
                                                        on the business
combination should have access to material information about Bakkt,
                                                        including certain
material contracts such as related party agreements, in order to make an
                                                        informed investment
decision. Accordingly, please file the Triparty Agreement as an
                                                        exhibit to the
registration statement.
 Scott R. Zemnick
FirstName  LastNameScott  R. Zemnick
VPC Impact  Acquisition Holdings
Comapany 15,
September  NameVPC
               2021 Impact Acquisition Holdings
September
Page  2    15, 2021 Page 2
FirstName LastName
       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