UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 9, 2021 (March 4, 2021)
VPC Impact Acquisition Holdings II
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40160 | 98-1576492 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +1-312-701-1777
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | VPCBU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, $0.0001 par value | VPCB | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | VPCBW | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On March 4, 2021, VPC Impact Acquisition Holdings II (the “Company”) consummated its initial public offering (“IPO”) of 25,578,466 units (the “Units”), including the issuance of 3,078,466 Units as a result of the partial exercise by the underwriters in the IPO (the “Underwriters”) of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $255,784,660.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-252298) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 21, 2021, as amended (the “Registration Statement”):
| • | An Underwriting Agreement, dated as of March 4, 2021, by and among the Company and Citigroup Global Markets Inc. and Jefferies LLC, as representatives of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| • | A Warrant Agreement, dated as of March 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| • | A Letter Agreement, dated as of March 4, 2021 (the “Letter Agreement”), by and among the Company, its executive officers, its directors and the Company’s sponsor, VPC Impact Acquisition Holdings Sponsor II, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| • | An Investment Management Trust Agreement, dated as of March 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| • | A Registration Rights Agreement, dated as of March 4, 2021, by and among the Company, the Sponsor and the Company’s independent directors, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| • | A Private Placement Warrants Purchase Agreement, dated as of March 4, 2021 (the “Private Placement Warrants Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| • | An Administrative Services Agreement, dated as of March 4, 2021, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 5,127,129 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,690,693.50. The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, except as described in the Registration Statement, (ii) may not (including the Class A ordinary shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of an initial business combination by the Company, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2021, in connection with the IPO, Adrienne Harris, Kai Schmitz and Senator Joseph Lieberman were appointed to the board of directors of the Company (the “Board”). Effective March 4, 2021, Ms. Harris, Mr. Schmitz and Senator Lieberman were appointed to the Board’s Audit Committee and the Board’s Nominating and Corporate Governance Committee, and Ms. Harris and Senator Lieberman were appointed to the Board’s Compensation Committee, with Mr. Schmitz serving as chair of the Audit Committee, Ms. Harris serving as chair of the Nominating and Corporate Governance Committee and Senator Lieberman serving as chair of the Compensation Committee.
Following the appointment of Ms. Harris, Mr. Schmitz and Senator Lieberman, the Board is comprised of the following three classes: the term of office of the first class of directors, consisting of Kai Schmitz, will expire at the Company’s first annual general meeting. The term of office of the second class of directors, consisting of Adrienne Harris and Senator Joseph Lieberman, will expire at the Company’s second annual general meeting. The term of office of the third class of directors, consisting of John Martin and Brendan Carroll, will expire at the Company’s third annual general meeting.
On March 4, 2021, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement, as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement.
Prior to the IPO, on January 18, 2021, the Sponsor transferred 20,000 Class B ordinary shares of the Company to each of Adrienne Harris, Kai Schmitz and Senator Joseph Lieberman, each at the same per share price paid by the Sponsor (“founder shares”), resulting in the Sponsor holding 6,408,750 founder shares.
Other than the foregoing, each of Ms. Harris, Mr. Schmitz and Senator Lieberman is not party to any arrangement or understanding with any person pursuant to which she or he was appointed as director, nor is she or he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On March 4, 2021, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), effective the same day. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $255,784,660, comprised of $250,668,966.80 of the proceeds from the IPO (which amount includes $8,952,463 of the underwriters’ deferred discount) and $5,115,693.20 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at Bank of America, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Class A Ordinary Shares included in the Units sold in the IPO (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.
On March 4, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On March 9, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
EXHIBIT INDEX
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VPC IMPACT ACQUISITION HOLDINGS II | ||||
| By: | /s/ Gordon Watson | |||
| Name: Gordon Watson | ||||
| Title: Co-Chief Executive Officer | ||||
Dated: March 9, 2021
4
