United States securities and exchange commission logo
April 19, 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
Registration
Statement on Form S-4
Filed March 31,
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 March
16, 2021 letter.
Registration Statement on Form S-4
Risk Factors, page 52
1. As it appears from your
response to prior comment 5 that you will be a controlled
company following the
business combination, please add a risk factor that discusses the
effect, risks and
uncertainties of being designated a controlled company.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 210
2. We note that Bakkt
Pubco will acquire a controlling interest in Bakkt and will be the
accounting acquirer.
Please clarify how you considered that since Bakkt Equity Holders
Scott R. Zemnick
VPC Impact Acquisition Holdings
April 19, 2021
Page 2
will retain control over Bakkt Pubco, the transaction would be subject
to guidance for
common control transactions. That is, the combination would lack
substance. Please
advise.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
3. Transaction Accounting Adjustments to Pro Forma Condensed Combined Balance
Sheet, page
216
3. You disclose in footnote (G) that there have been adjustments to
historical mezzanine
equity in Bakkt s historical financial statements. Please revise
footnote (G) to describe
the exchange terms for the incentive units.
4. Please clarify why the non-controlling interest is classified as
stockholder's equity instead
of mezzanine or temporary equity. We note your disclosure that "each
Bakkt Opco
Common Unit, when coupled with one Bakkt Pubco Class V Share may be
exchanged for
one Bakkt Pubco Class A Share or the Cash Amount in accordance with
and subject to the
terms of the Surviving Company LLC Agreement and the Exchange
Agreement". It
appears that this equity may not be permanent since the Units can be
exchanged for cash.
See ASC 480-10-S99. Please describe the terms and the accounting
analysis that supports
your presentation.
Key factors affecting our performance, page 274
5. We have reviewed your response to prior comment 9. Given that Bakkt
and B2S
Holdings appear to have engaged in operations, please tell us what
operating metrics are
regularly reviewed for Bakkt and B2S Holdings and what consideration
was given to
disclosing information about those metrics. Refer to Section III.B of
SEC Release No. 33-
8350.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Bakkt
Our Corporate Structure, page 276
6. We note your response to prior comment 14 and references to the
disclosure on page F-
40. It appears that based on that disclosure a supplemental discussion
based on pro forma
financial information is warranted, especially since Bakkt had negative
revenues in 2019.
Further, presenting and analyzing pro forma revenue and cost of revenue
seems to be
meaningful information in order to discuss the decrease in revenue as
shown on your page
F-40. The revenue discussed for 2020 is primarily that of Bridge2
Solutions. In light of
these factors, explain in greater detail why this pro forma information
is not material
FirstName LastNameScott R. Zemnick
information to an investor. In addition, please explain why Bridge2
Solutions revenue of
Comapany NameVPC
$30,774K Impact
included Acquisition
in Bakkt's Holdings
consolidated statements of operations
from February 22,
2020
April 19, through
2021 Page 2December 31, 2020 is more than Bakkt's reported revenue
of $28,495K.
FirstName LastName
Scott R. Zemnick
FirstName LastNameScott R. Zemnick
VPC Impact Acquisition Holdings
Comapany
April NameVPC Impact Acquisition Holdings
19, 2021
April 319, 2021 Page 3
Page
FirstName LastName
Consolidated Statements of Operations, page F-24
7. In your response to prior comments 17 and 20, you state that you apply
the guidance in
Rule 5-03 of Regulation S-X. However, this does not appear to be the
case given that you
further explain that you do not operate your business in a manner that
allows costs to be
distinguished between their nature and function and you continue to
present your
operating expenses by nature and function. Please explain how your
presentation of
compensation and benefits expense complies with Rule 5-03 of
Regulation S-X when
these expenses are not allocated across your other operating expenses.
The amounts
should be allocated on a reasonable basis in order to comply with the
Rule.
Bakkt Holdings, LLC
13. Fair Value Measurements, page F-57
8. Your response to prior comment 19 states that "Bitcoin that Bakkt
holds in a custodial
capacity on behalf of its customers are not included in Bakkt s
consolidated balance
sheets". Please provide an analysis of whether you have legal and
accounting control of
the Bitcoin. That is, explain in greater detail why the Bitcoin is an
off-balance sheet
asset. See ASC 606-10-55-36 and 36A.
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,
Division of
Corporation Finance
Office of
Technology
cc: Era Anagnosti