VPC Impact Acquisition Holdings announces the transfer of its listing to the NYSE as part of its proposed business combination with Bakkt

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CHICAGO–(COMMERCIAL THREAD) – VPC Impact Acquisition Holdings (NASDAQ: VIHAU, VIH and VIHAW) (“VIH”), today announced its intention to withdraw from listing its Class A common shares, its common share purchase warrants Class A and related units of The Nasdaq Stock Market LLC (“Nasdaq”) and lists its common shares and warrants on the New York Stock Exchange (the “NYSE”) following and subject to completion its previously announced business combination (the “Proposed Transaction”) with Bakkt Holdings, LLC (“Bakkt”), which is expected to close on or around October 15, 2021. As part of the proposed transaction, VIH will change its name for Bakkt Holdings, Inc. The Company expects its common shares and warrants to begin trading on the NYSE on or around October 18, 2021 under the symbols “BKKT” and “BKKT WS”, respectively. The HIV Class A common shares and the Class A common share purchase warrants are expected to continue to trade on the Nasdaq until the transfer to NYSE is complete. The last day for the trading of HIV shares on the Nasdaq is expected to be October 15, 2021, assuming the proposed transaction closes on that date.

The decision to list on NYSE has been taken into consideration in the Proposed Transaction and allows the post-merger company to be listed alongside other innovative technology companies that are also listed on NYSE. Delisting from the Nasdaq and listing on the NYSE is subject to the closing of the proposed transaction and compliance with all NYSE listing requirements.

About VPC Impact Acquisition Holdings

VPC Sponsor Impact Acquisition Holdings is a subsidiary of Victory Park Capital, a global investment firm with a long history of executing debt and equity finance transactions with some of the largest global fintech companies. The company was founded in 2007 and is headquartered in Chicago with additional resources in New York, Los Angeles and Austin. Victory Park Capital is a private company and an investment advisor registered with the SEC.

About Bakkt

Bakkt® is a trusted digital asset marketplace that enables institutions and consumers to buy, sell, store and spend digital assets. Bakkt’s retail platform, now available through the recently released Bakkt app, amplifies consumer spending, lowers payment costs and strengthens loyalty programs, adding value for all key stakeholders in the market. within Bakkt’s payments and digital assets ecosystem. Launched in 2018 by Intercontinental Exchange, Inc., Bakkt is headquartered in Alpharetta, Georgia. For more information visit: http://www.bakkt.com/.

Additional information and where to find it

As part of the proposed transaction, VIH filed a registration statement on Form S-4 which included an HIV proxy circular / prospectus. On September 17, 2021, the registration statement was declared effective by the SEC. This document does not replace the Proxy Circular / Final Prospectus, which was distributed to holders of common shares of VIH in connection with its solicitation of proxies for the vote of the HIV shareholders in respect of the transaction. proposed and other matters that may be described in the registration statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the Domestication. HIV has mailed the Management Proxy Circular / Final Prospectus and other relevant documents to its shareholders. This document does not contain all of the information that should be taken into account regarding the Proposed Transaction and is not intended to form the basis of an investment decision or any other decision relating to the Proposed Transaction. HIV shareholders and other interested parties are urged to read the Management Proxy Circular / Final Prospectus and other documents filed in connection with the proposed transaction, as these documents contain important information about Bakkt, VIH and the transaction. proposed.

INVESTORS, SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT / FINAL PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY OF THESE DOCUMENTS, AMENDMENTS OR FILE AND IN THEIR BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT BAKKT, HIV, THE PROPOSED TRANSACTION, AND RELATED ISSUES.

The proxy circular / final prospectus and other documents relevant to the proposed transaction were mailed to HIV registered shareholders on September 14, 2021 for a vote on the proposed transaction. HIV shareholders can also obtain free copies of the Proxy Circular / Final Prospectus and other documents filed with the SEC on the SEC’s website at www.sec.gov. These materials can also be obtained free of charge from HIV upon written request to HIV by sending an email to [email protected] or by directing a request to the HIV Secretary at c / o Victory Park Capital Advisors, LLC, 150 North Riverside Plaza , Suite 5200, Chicago, IL 60606.

Participants in the solicitation

This communication does not constitute a solicitation of a proxy from an investor or holder of securities. However, VIH, Bakkt, Intercontinental Exchange Holdings, Inc. (“ICE”) and certain of their respective directors and officers may be considered participants in the proxy solicitation in connection with the proposed transaction under the rules of the SEC. . Information regarding the directors and officers of HIV can be found in its registration statement on the HIV Initial Public Offering Form S-1, including amendments thereto, and other reports that are filed with the SEC. Additional information regarding participants is also included in the registration statement on Form S-4 and in the proxy circular / final prospectus. These documents can be obtained free of charge from the sources indicated above.

Non-solicitation

This communication is for information purposes only and is not intended to and should not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for securities. or a solicitation of any approval vote, nor will there be any sale, issue or transfer of securities in any jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification. under the securities laws of that jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Forward-looking statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, statements regarding future financial and operational results, our plans, objectives, expectations and intentions. with respect to future operations, products and services; and other statements identified by words such as “will likely result”, “will have to occur”, “continue”, “is planned”, “estimated”, “believe”, “intend”, “plan”, “Project”, “perspective” or words with similar meaning. These forward-looking statements include, without limitation, statements regarding the industry and market size of Bakkt, the future opportunities for HIV, Bakkt and the Combined Company, the estimated future results of HIV and Bakkt and the proposed transaction. , including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to complete the proposed transaction. These forward-looking statements are based on the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in HIV reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and timing of events to differ materially from anticipated results or other expectations expressed in the forward-looking statements: (i) failure to meet the conditions for closing the proposed transaction, including the occurrence of any event, change or other circumstance that could result in the termination of the Definitive Agreement; (ii) the inability to complete the proposed transaction due to the failure to obtain the approval of the HIV shareholders or members of Bakkt, the inability to meet the minimum amount of money available as a result of any takeover by the shareholders of VIH or failure to comply with the national stock exchange listing standards relating to the completion of the proposed transaction; (iii) costs associated with the proposed transaction; (iv) a delay or failure in achieving the expected benefits of the proposed transaction; (v) risks associated with the interruption of the management time of current business operations as a result of the proposed Transaction; (vi) the impact of the ongoing COVID-19 pandemic; (vii) changes in the markets in which Bakkt competes, including with respect to its competitive landscape, technological developments or regulatory changes; (viii) the evolution of the markets targeted by Bakkt; (ix) the risk that Bakkt may not be able to execute its growth strategies, including the identification and completion of acquisitions; (x) data security risks; and (xi) the risk that Bakkt may not be able to develop and maintain effective internal controls. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties described in the “Risk Factors” section of HIV’s final prospectus dated September 22, 2020 regarding its initial public offering, the registration statement on Form S-4 and the declaration of definitive power of attorney. / prospectus discussed above and other documents filed by HIV from time to time with the SEC. These filings identify and address, or will identify and address, other significant risks and uncertainties that could cause actual events and results to differ materially from those contained in forward-looking statements.


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