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United States securities and exchange commission logo
August 31, 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. 3 to
Registration Statement on Form S-4
Filed August 19,
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
August 9, 2021 letter.
Amendment No. 3 to Form S-4
Information about Bakkt
The Company, page 270
1. Please revise the
introductory discussion of Bakkt's business to include a bullet point list
explaining how the
company currently generates revenue and how it expects to generate
revenue in the future.
Include the following:
Disclose the
percentage of revenue that Bakkt currently generates from its loyalty
redemption service;
Disclose clearly
that revenue from Bakkt's other offerings are currently immaterial;
Describe how Bakkt
will generate revenue through its consumer app; and
Scott R. Zemnick
FirstName LastNameScott R. Zemnick
VPC Impact Acquisition Holdings
Comapany
August 31, NameVPC
2021 Impact Acquisition Holdings
August
Page 2 31, 2021 Page 2
FirstName LastName
Explain why Bakkt believes crypto trades will be a significant
driver of its future
revenue.
For example, we note the statement in your July 9th response letter
that The consumer
app is separate from, and the buy/sell activity on Bakkt Marketplace
does not provide
consumers with access to, Bakkt s institutionally-focused offerings.
The current level of
activity on the app is immaterial.
Our Relationship with ICE and the Triparty Agreement, page 291
2. We note your reference to "our physically-delivered bitcoin futures
contracts and the
options contracts that are based on those futures contracts
(collectively, PDF
Contracts ). Since you are the agent under the Triparty Agreement,
clarify why you
reference the PDF Contracts as being your contracts. Your customers
are IFUS and ICUS
under this agreement. Please revise your disclosure here and on page
289.
Revenue Recognition
Triparty Agreement, page F-60
3. In order to help us evaluate your response 5, please revise your
accounting policy
disclosure (and make corresponding revision as necessary throughout
the filing) to more
clearly articulate the nature of your promises by:
Clarifying the distinction, if any, between the custody function
and the warehousing
function. We note page 51 defines the Bakkt Warehouse as the
custody operations
conducted by Bakkt Trust, thus it is unclear whether the
reference to warehousing is
meant to describe a promise incremental to the promise to provide
custody and
promises (i) through (vi);
Clarifying when for a PDF Contract you commence providing custody
(e.g. only
upon maturity of the PDF Contract);
As a follow-up to the preceding bullet, clarifying the meaning of
promise (iii), which
refers to accepting bitcoin deposits, and its relationship to the
custody service you
provide. For example, is promise (iii) stating that you accept
bitcoin deposits for a
PDF contract between contract execution and its settlement or
maturity, such that you
provide custody prior to contract settlement or maturity?
Clarifying whether all promises, other than custody, are completed
within the one
month PDF contract period; and
Revising the description of promise (ii) to clarify to whom you
provide custody
service. We note that the preceding sentence states that Bakkt
s customers under the
TriParty Agreement are IFUS and ICUS and that promise (ii)
includes ensuring safe
storage of bitcoin for PDF Contract Traders.
4. In order to help us evaluate your response 7 related to recognition,
please revise your
disclosure to:
Clarify whether you are applying the practical expedient described
in ASC 606-10-
10-4.
Clarify what you mean in the description of the average obligation
period by the
Scott R. Zemnick
VPC Impact Acquisition Holdings
August 31, 2021
Page 3
phrase until the PDF Contract is settled by the PDF Contract
Trader and how that
point in time relates to the maturity of the PDF contract. For
example, the description
of promise (ii) refers to when PDF Contracts settle through physical
delivery, which
occurs upon maturity, and notes that a number of PDF contracts
settle prior to
maturity.
5. It is unclear from response 6 your basis for asserting that a single
performance obligation
exists. In order to help us evaluate your response, please either explain
to us whether the
timing and amount of recognition of revenue would change materially if
custody and/or
promises (i) through (vi) were separate performance obligations and the
reasons why or
why not or provide an accounting analysis supportive of your conclusion
that a single
performance obligation exists.
Item 21. Exhibits and Financial Statement Schedules, page II-1
6. Please file as an exhibit your Digital Currency Trading, Clearing, and
Warehouse Services
Agreement with IFUS and ICUS (the Triparty Agreement ).
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,
FirstName LastNameScott R. Zemnick
Division of
Corporation Finance
Comapany NameVPC Impact Acquisition Holdings
Office of
Technology
August 31, 2021 Page 3
cc: Era Anagnosti
FirstName LastName