Bakkt, the Digital Asset Market Launched by Intercontinental Commerce in 2018, to Change right into a Publicly Traded Agency by means of Merger with VPC Affect Acquisition Holdings

sources intercontinental exchange spac 2b, ATLANTA & CHICAGO–(BUSINESS WIRE)–Bakkt Holdings, LLC (“Bakkt”), the transformative digital asset market launched in 2018 by Intercontinental Commerce, Inc. (“ICE”) and a marquee group of merchants and strategic companions, and VPC Affect Acquisition Holdings (NASDAQ: VIH) (“VIH”), a selected operate acquisition agency sponsored by Victory Park Capital (“VPC”), proper this second launched that they’ve entered proper right into a definitive settlement for a enterprise combination that may result in Bakkt becoming a publicly traded agency with an enterprise price of roughly $2.1 billion. The blended agency will in all probability be renamed Bakkt Holdings, Inc. and can in all probability be listed on the New York Stock Commerce.

“The widespread shopper holds a wealth of digital belongings nonetheless not typically tracks their price and lacks the devices to deal with and benefit from them”

Since its founding virtually three years previously, Bakkt has been on the forefront of newest enhancements enabling institutions and consumers to buy, promote, retailer and spend digital belongings. Bakkt’s differentiated and disruptive platform, rapidly to be made broadly accessible by way of the model new Bakkt App, will enable incremental shopper spending, reduce typical value costs and bolster loyalty packages, together with price for all key stakeholders contained in the funds and digital belongings ecosystem. In establishing its platform, Bakkt leveraged ICE’s functionality to create secure and managed market infrastructure, to make Bakkt a trusted platform for digital belongings.

Fundamental Bakkt as CEO will in all probability be Gavin Michael, whose appointment takes impression proper this second. Michael, who served most currently as head of experience for Citi’s Worldwide Shopper Monetary establishment and led the strategic planning, administration and day-to-day operations of Citi’s world experience group, succeeds David Clifton, Bakkt’s interim CEO, who might be part of the blended agency’s Board of Directors on the closing of the enterprise combination. Earlier in his career, Michael headed the digital workforce for Chase and served as Chief Experience Innovation Officer at Accenture, amongst completely different roles with principal financial firms and experience companies.

“The widespread shopper holds a wealth of digital belongings nonetheless not typically tracks their price and lacks the devices to deal with and benefit from them,” acknowledged Michael. “I’m excited to affix the administration workforce of a corporation, at this crucial time in its progress, whose imaginative and prescient is to hold perception and transparency to digital belongings by way of innovation and experience and, by way of that course of, unlock trillions of {{dollars}} presently held in purchaser and loyalty accounts and allow consumers to position them to work.”

Jeffrey C. Sprecher, Founder, Chairman and CEO of Intercontinental Commerce, commented: “For the earlier 20 years, I’ve been privileged to work with good people to hold one good agency to most people markets and watch it develop from there, and proper this second I’m equally proud to see one different good idea born inside ICE, and shepherded by one different good workforce, enter proper right into a transaction that may allow it to grow to be publicly traded. I’m thrilled we’ve been able to affiliate with the fintech consultants at VPC on this pathbreaking deal and look forward to watching Gavin and his colleagues carry Bakkt to the next diploma.”

Victory Park Capital, a worldwide funding company headquartered in Chicago, has an prolonged monitor report of executing debt and equity financing transactions with plenty of the biggest world fintech companies. VPC Affect Acquisition Holdings completed its preliminary public offering in September 2020.

“With VPC Affect Acquisition Holdings, our aim was to find out a high-growth fintech agency with aggressive differentiation and important white space, and we’re completely satisfied to have found an vital match in Bakkt,” acknowledged John Martin, CEO of VPC Affect Acquisition Holdings. “The company has a sturdy place in a number of the well-funded and quickest rising areas of technological progress, as evidenced by its diversified earnings know-how model and pathway to near-term profitability. We thank Jeff, David and the ICE workforce for his or her imaginative and prescient and look forward to working with Gavin and the Bakkt workforce to develop its market-leading place in digital belongings.”

Bakkt presently helps better than 30 loyalty program sponsors and over 200 current card retailers, and Starbucks has built-in Bakkt Cash as a price approach for patrons to reload their Starbucks Card throughout the Starbucks app. The Bakkt App is presently accessible on an invite-only basis, with over 400,000 consumers presently signed up for early entry. Bakkt is planning for the widespread rollout of the app in March 2021. Sooner than it is broadly accessible, clients from approved jurisdictions who would love early entry to the Bakkt App might acquire it throughout the App Retailer or Google Play Retailer.

Bakkt Highlights

• Unlocking an unlimited market by empowering monetization and adoption of digital belongings;
• A number of advantages fueling aggressive differentiation: digital asset-native, unequalled worth building and regulatory compliance;
• Transformative shopper market with internet economics by means of a mixture of commerce enablement, funds and markets to create an built-in platform;
• Superior monetary model with scale, growth, profitability, diversified earnings streams and path to constructive cash stream, with no further capital required post-financing;
• Expert, confirmed administration workforce and backed by ICE, together with market credibility and confirmed success, coupled with regulatory and commerce expertise.

Key Transaction Phrases

The enterprise combination values the blended agency at an enterprise price of roughly $2.1 billion and is anticipated to result in over $500 million of cash on the blended agency’s steadiness sheet, reflecting a contribution of as a lot as $207 million of cash held in VPC Affect Acquisition Holdings’ perception account and a $325 million concurrent private placement (PIPE) of Class A typical stock of the blended agency, priced at $10.00 per share, along with a $50 million contribution from ICE.

As part of the transaction, Bakkt’s current equity holders and administration will roll 100% of their equity into the blended agency. Assuming no shareholders of VIH prepare their redemption rights, current Bakkt equity holders will private roughly 78%, VIH public shareholders will private roughly 8%, VPC will private roughly 2% and PIPE merchants (a bunch that may embody ICE) will private roughly 12% of the blended agency (by way of an Up-C building described underneath) at closing.

In reference to the enterprise combination, VIH will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware. The enterprise combination has been structured as an “Up-C” the place former Bakkt equity owners will retain their equity pursuits in Bakkt and might acquire non-economic voting shares of the blended agency at closing. The blended agency might even enter proper right into a customary tax receivable affiliation with the current equity holders of Bakkt, which is ready to current for the sharing of certain tax benefits as realized by the blended agency.

The proposed enterprise combination has been unanimously approved by the Boards of Directors of Bakkt and VIH, is subject to approval by VIH’s shareholders, regulatory approvals and completely different customary closing circumstances. The enterprise combination is anticipated to close throughout the second quarter of 2021.

A further detailed description of the enterprise combination phrases and a duplicate of the Settlement and Plan of Merger will in all probability be included in a gift report on Sort 8-Okay to be filed by VIH with the US Securities and Commerce Payment (the “SEC”). VIH will file a registration assertion (which is ready to embrace a proxy assertion/prospectus) with the SEC in reference to the enterprise combination.

Advisors

PJ Solomon is serving as financial advisor and Shearman & Sterling is serving as approved advisor to Bakkt. Jefferies and Citigroup are serving as financial and capital markets advisors to VPC Affect Acquisition Holdings and co-placement brokers on the PIPE. Jefferies is the lead capital markets advisor to VPC Affect Acquisition Holdings. White & Case LLP is serving as approved advisor to VPC Affect Acquisition Holdings.

Administration Presentation

The administration teams of Bakkt and VPC Affect Acquisition Holdings will host an investor identify on January 11, 2021 at 10:00 am ET to debate the proposed enterprise combination and analysis an investor presentation. The webcast might be accessed by visiting: https://event.on24.com/wcc/r/2959229/E600241C03A604B52F811C86F9053E76. A replay will in all probability be accessible.

For provides and data, go to https://www.bakkt.com/newsroom for Bakkt and https://www.victoryparkcapital.com/impact-acquisition-holdings/ for VPC Affect Acquisition Holdings.

VPC Affect Acquisition Holdings might even file the presentation with the SEC as an exhibit to a Current Report on Sort 8-Okay, which might be thought of on the SEC’s site at www.sec.gov.

About Bakkt

Bakkt is a provider of institutional and retail choices for digital belongings. Bakkt offers a cell utility enabling consumers to unlock the value of digital belongings, along with cryptocurrency, loyalty components, in-game belongings, and current taking part in playing cards, whereas giving retailers and loyalty program sponsors deeper purchaser engagement and delivering worth monetary financial savings to retailers. Bakkt was primarily based in 2018 by Intercontinental Commerce, Inc. and is headquartered in Atlanta, Georgia.

About VPC Affect Acquisition Holdings

VPC Affect Acquisition Holdings’ sponsor is an affiliate of Victory Park Capital, a worldwide funding company with an prolonged monitor report of executing debt and equity financing transactions with plenty of the biggest world Fintech companies. The company was primarily based in 2007 and is headquartered in Chicago with further belongings in New York, Los Angeles and San Francisco. Victory Park Capital is privately held and a Registered Funding Advisor with the SEC.

Additional Information and The place to Uncover It

In reference to the proposed transaction (the “Proposed Transaction”), VPC Affect Acquisition Holdings (“VIH”) intends to file a registration assertion on Sort S-4 that may embody a proxy assertion/prospectus of VIH. This press launch won’t be another choice to the proxy assertion/prospectus, that may in all probability be every the proxy assertion to be distributed to holders of VIH’s odd shares in reference to its solicitation of proxies for the vote by VIH’s shareholders with respect to the Proposed Transaction and completely different points as is also described throughout the registration assertion, along with the prospectus relating to the provision and sale of the securities to be issued in reference to VIH’s change in its jurisdiction of incorporation from the Cayman Islands to the State of Delaware. This doc does not embrace all of the data that must be considered relating to the Proposed Transaction and is not purported to sort the premise of any funding dedication or one other dedication in respect of the Proposed Transaction. VIH’s shareholders and completely different people are recommended to be taught, when accessible, the preliminary proxy assertion/prospectus included throughout the registration assertion and the amendments thereto and the definitive proxy assertion/prospectus and completely different paperwork filed in reference to the Proposed Transaction, as these provides will embrace crucial particulars about Bakkt, VIH and the Proposed Transaction.

INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT BAKKT, VIH, THE PROPOSED TRANSACTION AND RELATED MATTERS.

When accessible, the definitive proxy assertion/prospectus and completely different associated provides for the Proposed Transaction will in all probability be mailed to shareholders of VIH as of a report date to be established for voting on the Proposed Transaction. VIH’s shareholders might even be succesful to amass copies of the preliminary proxy assertion/prospectus, the definitive proxy assertion/prospectus and completely different paperwork filed with the SEC, with out value, as quickly as accessible, on the SEC’s site at www.sec.gov. These paperwork (after they’re accessible) may be obtained free of value from VIH upon written request to VIH by emailing vihinfo@victoryparkcapital.com or by directing a request to VIH’s secretary at c/o Victory Park Capital Advisors, LLC, 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606.

No Provide or Solicitation

This communication is for informational features solely and is not purported to and shall not signify a proposal to advertise or the solicitation of a proposal to advertise or the solicitation of a proposal to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or change of securities in any jurisdiction by which such provide, solicitation or sale might be unlawful earlier to registration or qualification beneath the securities authorized pointers of any such jurisdiction. No provide of securities shall be made apart from by means of a prospectus meeting the requirements of Half 10 of the Securities Act of 1933, as amended, and in every other case in accordance with related regulation.

Members in Solicitation

This communication won’t be a solicitation of a proxy from any investor or securityholder. However, VIH, Bakkt, ICE and certain of their respective directors and govt officers is also deemed to be people throughout the solicitation of proxies from VIH’s shareholders in reference to the Proposed Transaction beneath the ideas of the SEC. Information referring to VIH directors and govt officers is also current in its registration assertion on Sort S-1, along with amendments thereto, and completely different experiences which might be filed with the SEC. Additional knowledge referring to the people might even be included throughout the registration assertion on Sort S-4 that options the preliminary proxy assertion/prospectus, when it turns into accessible. When accessible, these paperwork might be obtained free of value from the sources indicated above.

Cautionary Assertion Regarding Forward-Making an attempt Statements

This communication contains “forward-looking statements” contained in the which suggests of the Private Securities Litigation Reform Act of 1995. Such statements embody, nonetheless shouldn’t restricted to, statements about future financial and dealing outcomes, our plans, goals, expectations and intentions with respect to future operations, companies and merchandise; and completely different statements acknowledged by phrases paying homage to “will potential finish consequence,” “are anticipated to,” “will proceed,” “is anticipated,” “estimated,” “contemplate,” “intend,” “plan,” “projection,” “outlook” or phrases of comparable which suggests. These forward-looking statements embody, nonetheless shouldn’t restricted to, statements referring to Bakkt’s commerce and market sizes, future options for VIH, Bakkt and the blended agency, VIH’s and Bakkt’s estimated future outcomes and the Proposed Transaction, along with the implied enterprise price, the anticipated transaction and possession building and the prospect and expertise of the occasions to effectively consummate the Proposed Transaction. Such forward-looking statements are based upon the current beliefs and expectations of our administration and are inherently subject to important enterprise, monetary and aggressive uncertainties and contingencies, a number of which might be troublesome to predict and normally previous our administration. Exact outcomes and the timing of events might differ materially from the outcomes anticipated in these forward-looking statements.

Together with elements beforehand disclosed in VIH’s experiences filed with the SEC and folks acknowledged elsewhere on this communication, the subsequent elements, amongst others, would possibly set off exact outcomes and the timing of events to range materially from the anticipated outcomes or completely different expectations expressed throughout the forward-looking statements: (i) incapability to meet the closing circumstances to the Proposed Transaction, along with the incidence of any event, change or completely different circumstances which may give rise to the termination of the definitive settlement; (ii) the dearth to complete the Proposed Transaction on account of failure to amass approval of VIH’s shareholders or Bakkt’s members, the failure to achieve the minimal amount of cash accessible following any redemptions by VIH’s shareholders or the failure to meet the nationwide stock change’s itemizing necessities in reference to the consummation of the Proposed Transaction; (iii) costs related to the Proposed Transaction; (iv) a delay or failure to grasp the anticipated benefits from the Proposed Transaction; (v) risks related to disruption of administration time from ongoing enterprise operations on account of Proposed Transaction; (vi) the impression of the persevering with COVID-19 pandemic; (vii) changes throughout the markets by which Bakkt competes, along with with respect to its aggressive panorama, experience evolution or regulatory changes; (viii) changes throughout the markets that Bakkt targets; (ix) hazard that Bakkt couldn’t be succesful to execute its growth strategies, along with determining and executing acquisitions; (x) risks relating to data security; and (xi) hazard that Bakkt couldn’t be succesful to develop and hold environment friendly inside controls. The foregoing itemizing of issues won’t be exhaustive. You want to rigorously ponder the foregoing elements and the other risks and uncertainties described throughout the “Hazard Parts” a part of VIH’s final prospectus dated September 22, 2020 relating to its preliminary public offering, the registration assertion on Sort S-4 and proxy assertion/prospectus talked about above and completely different paperwork filed by VIH now and again with the SEC. These filings decide and take care of, or will decide and take care of, completely different crucial risks and uncertainties which may set off exact events and outcomes to range materially from these contained throughout the forward-looking statements.

Exact outcomes, effectivity or achievements might differ materially, and doubtless adversely, from any projections and forward-looking statements and the assumptions on which these forward-looking statements are based. There might be no assurance that the information contained herein is reflective of future effectivity to any diploma. You are cautioned to not place undue reliance on forward-looking statements as a predictor of future effectivity as projected financial knowledge and completely different knowledge are based on estimates and assumptions which could be inherently subject to diversified important risks, uncertainties and completely different elements, a number of which might be previous our administration. All knowledge set forth herein speaks solely as of the date hereof throughout the case of particulars about VIH and Bakkt or the date of such knowledge throughout the case of knowledge from people aside from VIH or Bakkt, and we disclaim any intention or obligation to interchange any forward-looking statements due to developments occurring after the date of this communication. Forecasts and estimates referring to Bakkt’s commerce and end markets are based on sources we contemplate to be reliable, however there might be no assurance these forecasts and estimates will present right in full or partly. Annualized, skilled forma, projected and estimated numbers are used for illustrative operate solely, shouldn’t forecasts and shouldn’t replicate exact outcomes.