VPC Impact Acquisition Holdings filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Victory Park Capital Advisors, LLC

150 North Riverside Plaza, Suite 5200

Chicago, IL

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))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

The Business Combination Proposal. To consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of January 11, 2021 (as amended, the “Merger Agreement”), by and among VIH, Pylon Merger Company LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of VIH (“Merger Sub”), and Bakkt Holdings, LLC, a Delaware limited liability company (“Bakkt”), and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Business Combination”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Bakkt (the “Merger”), with Bakkt being renamed as Bakkt Opco Holdings, LLC (“Bakkt Opco”), and continuing as the surviving entity of the Merger and becoming a subsidiary of the Company as described in more detail in the proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” The Business Combination Proposal was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,922,094

The Domestication Proposal. To consider and vote upon a proposal to approve by special resolution a. change to the corporate structure and to the domicile of VIH by way of continuation from an exempted company incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected immediately prior to the Business Combination by VIH filing a certificate of corporate domestication and the proposed new certificate of incorporation of Bakkt Pubco (the “Proposed Certificate of Incorporation”) with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, VIH will become a Delaware corporation and will change its corporate name to “Bakkt Holdings, Inc.” (Bakkt Holdings, Inc. and VIH following the Domestication and the Business Combination, the “Company” or “Bakkt Pubco”) and all outstanding securities of VIH will convert to outstanding securities of the Company, as described in more detail in the proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.” The Domestication Proposal was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,910,807

The Stock Issuance Proposal. To consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), the issuance of Bakkt Pubco Class A Shares (the “Bakkt Pubco Class A Shares”) to (a) the accredited investors and qualified institutional buyers who entered into the Subscription Agreements with VIH for the proposed issuance and sale of $325 million of the Bakkt Pubco Class A Common Stock in a private placement to the PIPE Investors pursuant to the Subscription Agreements. (the “PIPE Investors” and the “PIPE Investment,” respectively), and (b) the former equity holders of Bakkt Holdings , LLC (the “Bakkt Equity Holders”) pursuant to the Merger Agreement (the “Stock Issuance Proposal”). The Stock Issuance Proposal was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,879,054

The Organizational Documents Proposal. To consider and vote upon a proposal to approve by special resolution the proposed new certificate of incorporation for Bakkt Pubco (“Proposed Certificate of Incorporation”) and the proposed new by-laws (“Proposed By-Laws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of Bakkt Pubco (the “Organizational Documents Proposal”). The Organizational Documents Proposal was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,980,275

The Advisory Organizational Documents Proposals. To consider and vote upon the following seven separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman constitutional documents of VIH and the Proposed Organizational Documents:

Advisory Organizational Documents Proposal 5A. To authorize the change in the authorized capital stock of VIH from 200,000,000 VIH Class A Ordinary Shares, par value $0.0001 per share (the “VIH Class A Ordinary Shares”), 20,000,000 VIH Class B Ordinary Shares, par value $0.0001 per share (the “VIH Class B Ordinary Shares” and, together with the VIH Class A Ordinary Shares, the “Ordinary Shares”), and 1,000,000 preference shares, par value $0.0001 per share (the “Preference Shares”), to 750,000,000 shares of Class A Common Stock, par value $0.0001 per share of Bakkt Pubco (the “Bakkt Pubco Class A Common Stock”), and 250,000,000 shares of Class V Common Stock, par value $0.0001 per share, of Bakkt Pubco (the “Bakkt Pubco Class V Common Stock”, together with the Bakkt Pubco Class A Common Stock, the “Bakkt Pubco Common Stock”) and 1,000,000 shares of preferred stock, par value $0.0001 per share, of Bakkt Pubco (the “Bakkt Pubco Preferred Stock”) (“Advisory Organizational Documents Proposal 5A”). Advisory Organizational Documents Proposal 5A was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,882,626

Advisory Organizational Documents Proposal 5B. To authorize adopting Delaware as the exclusive forum for certain stockholder litigation (“Advisory Organizational Documents Proposal 5B”). The Advisory Organizational Documents Proposal 5B was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,797,083

Advisory Organizational Documents Proposal 5C. To authorize electing not to be governed by Section 203 of the Delaware General Corporate Law (“DGCL”) relating to takeovers by interested stockholders and, instead, be governed by a provision similar to Section 203 of the DGCL (“Advisory Organizational Documents Proposal 5C”). Advisory Organizational Documents Proposal 5C was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,590,417

1,501,470

Advisory Organizational Documents Proposal 5D. To approve provisions providing that the affirmative vote of at least 66 2/3% of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, will be required for stockholders to amend, alter, repeal or rescind all or any portion of Article V, Article VI, Article VII, Article VIII, Article IX, Article X, Article XII or Article XIII of the Proposed Certificate of Incorporation (“Advisory Organizational Documents Proposal 5D”). Advisory Organizational Documents Proposal 5D was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

10,792,139

Advisory Organizational Documents Proposal 5E. To approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the outstanding shares entitled to vote at an election of directors, voting together as a single class (“Advisory Organizational Documents Proposal 5E”). Advisory Organizational Documents Proposal 5E was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,200,980

Advisory Organizational Documents Proposal 5F. To approve provisions requiring or permitting stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting; provided that any action required or 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 (“Advisory Organizational Documents Proposal 5F”). The Advisory Organizational Documents Proposal 5F was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,233,926

Advisory Organizational Documents Proposal 5G. To provide for certain additional changes, including, among other things, (i) making Bakkt Pubco’s corporate existence perpetual and (ii) removing certain provisions related to VIH’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the VIH Board believes is necessary to adequately address the needs of Bakkt Pubco after the Business Combination (“Advisory Organizational Documents Proposal 5G”). Advisory Organizational Documents Proposal 5G was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,968,016

1,186,449

The Bakkt Pubco Equity Incentive Plan Proposal. To consider and vote upon a proposal to approve by ordinary resolution the Bakkt Pubco Equity Incentive Plan (the “Bakkt Pubco Equity Incentive Plan” and the “Bakkt Pubco Equity Incentive Plan Proposal,” respectively). The Bakkt Pubco Equity Incentive Plan Proposal was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,903,963

The Director Election Proposal. To consider and vote upon a proposal to approve by ordinary resolution the election of eight directors to serve staggered terms on the Company’s board of directors until the 2022, 2023 and 2024 annual meeting of stockholders, as applicable, and until their respective successors are duly elected and qualified (the “Director Election Proposal”). The Director Election Proposal was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

12,553,617

The Shareholder Adjournment Proposal. To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Shareholder Adjournment Proposal”). The Shareholder Adjournment Proposal was approved. The final voting tabulation for this proposal was as follows:

AGAINST

ABSTAIN

11,962,495

Financial Statements and Exhibits.

Exhibits

/s/ John Martin