ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization |
(I.R.S. Employer Identification No.) | |
(Address of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
• | our ability to complete our initial business combination with Bakkt Holdings, LLC, or any other initial business combination; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination, including the PIPE Investment (as such term is defined below); |
• | our pool of prospective target businesses; |
• | the adverse impacts of the COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on our ability to consummate an initial business combination or on the restaurant and hospitality related sectors; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance. |
• | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination, including the Proposed Transaction, even though a majority of our public shareholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination, including the Proposed Transaction, may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek shareholder approval of our initial business combination, as we expect to do in connection with the Proposed Transaction, our initial shareholders and management team have agreed to vote in favor of such initial business combination, including the Proposed Transaction, regardless of how our public shareholders vote. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The requirement that we complete our initial business combination by September 25, 2022 may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, including Bakkt, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets. |
• | We may not be able to complete our initial business combination by September 25, 2022, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
• | If we seek shareholder approval of our initial business combination, as we expect to do in connection with the Proposed Transaction, our sponsor, initial shareholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination, including the Proposed Transaction, and reduce the public “float” of our Class A ordinary shares. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, including the Proposed Transaction, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete the Proposed Transaction or another initial business combination. If we are unable to complete the Proposed Transaction or another initial business combination, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless. |
• | If the net proceeds of the initial public offering not being held in the trust account are insufficient to allow us to operate for at least until September 25, 2022, it could limit the amount available to fund our search for a target business or businesses and complete the Proposed Transaction or another initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete the Proposed Transaction or another initial business combination. |
• | Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us. |
• | You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination, including the Proposed Transaction. In addition, we may have imposed upon us burdensome requirements, including: |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. |
• | may significantly dilute the equity interest of investors in the initial public offering; |
• | may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after the Proposed Transaction or other initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
66 | ||||
67 | ||||
68 | ||||
69 | ||||
70 | ||||
|
71 to 90 |
|
ASSETS |
||||
Current assets |
||||
Cash |
$ |
|||
Prepaid expenses |
||||
Total Current Assets |
||||
Cash and marketable securities held in Trust Account |
||||
TOTAL ASSETS |
$ |
|||
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
||||
Liabilities |
||||
Current liabilities |
||||
Accrued expenses |
$ |
|||
Accrued offering costs |
||||
Total Current Liabilities |
||||
Deferred underwriting fee payable |
||||
Warrant liabilities |
||||
Total Liabilities |
||||
Commitments and Contingencies |
||||
Class A ordinary shares subject to possible redemption, shares issued and outstanding at a redemption value of $ |
||||
Shareholders’ Deficit |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total Shareholders’ Deficit |
( |
) | ||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT |
$ |
|||
Formation and operating costs |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
Other income: |
||||
Interest earned on marketable securities held in Trust Account |
||||
Transaction Costs allocable to warrant liabilities |
( |
) | ||
Change in fair value of warrant liabilities |
( |
) | ||
|
|
|||
Net Loss |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding of Class A |
||||
|
|
|||
Basic and diluted net income per share, Class A |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding of Class B |
||||
|
|
|||
Basic and diluted net loss per share, Class B |
$ |
( |
) | |
|
|
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid in |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity |
||||||||||||||||||||||
Balance—July 31, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Forfeiture of |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Accretion for Class A ordinary shares to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Ordinary shares subject to possible redemptio n |
— | — | — | — | — | — | — | |||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—December 31, 2020 |
$ | $ |
$ | $ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net (loss) |
$ | ( |
) | |
Adjustments to reconcile net (loss) to net cash used in operating activities: |
||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||
Formation costs paid by Sponsor in exchange for Founder shares |
||||
Change in fair value of warrant liabilities |
||||
Transaction costs allocable to warrant liabilities |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from sale of Units, net of underwriting discounts paid |
||||
Proceeds from sale of Private Placements Warrants |
||||
Repayment of promissory note—related party |
( |
) | ||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash—Beginning |
||||
|
|
|||
Cash—Ending |
$ | |||
|
|
|||
Non-Cash Investing and Financing Activities: |
||||
Initial classification of warrant liabilities |
$ | |||
|
|
|||
Deferred underwriting fee payable |
$ | |||
|
|
|||
Payment of offering costs through promissory note |
$ | |||
|
|
|||
Offering costs paid by Sponsor in exchange for issuance of Founder shares |
$ | |||
|
|
|||
Offering costs included in accrued offering costs |
$ | |||
|
|
|||
Forfeiture of Founder Shares |
$ | ( |
) | |
|
|
Balance Sheet as of September 25, 2020 (audited) |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Class A ordinary shares subject to possible redemption |
$ | $ | $ | |||||||||
Class A ordinary shares |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total shareholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Number of shares subject to redemption |
||||||||||||
Balance Sheet as of September 30, 2020 (unaudited) |
||||||||||||
Class A ordinary shares subject to possible redemption |
$ | $ | $ | |||||||||
Class A ordinary shares |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total shareholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Number of shares subject to redemption |
||||||||||||
Balance Sheet as of December 31, 2020 (audited) |
||||||||||||
Class A ordinary shares subject to possible redemption |
$ | $ | $ | |||||||||
Class A ordinary shares |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total shareholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Number of shares subject to redemption |
||||||||||||
Statement of Cash Flows for the period from July 31, 2020 (Inception) through September 30, 2020 (unaudited) |
||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Change in value of Class A ordinary shares subject to possible redemption |
$ | ( |
) | $ | ( |
) | $ | |||||
Statement of Cash Flows for the period from July 31, 2020 (Inception) through December 31, 2020 (audited) |
||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Change in value of Class A ordinary shares subject to possible redemption |
$ | ( |
) | $ | $ |
Statement of Operations for the period from July 31, 2020 (Inception) through September 30, 2020 (unaudited) |
||||||||||||
Weighted average shares outstanding, Class A ordinary shares |
( |
) | ||||||||||
Basic and diluted net income per share, Class A ordinary shares |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average shares outstanding, Class B ordinary shares |
( |
) | ||||||||||
Basic and diluted net loss per share, Class B ordinary shares |
$ | ( |
) | $ | $ | ( |
) | |||||
Statement of Operations for the period from July 31, 2020 (Inception) through December 31, 2020 (audited) |
||||||||||||
Weighted average shares outstanding, Class A ordinary shares |
( |
) | ||||||||||
Basic and diluted net income per share, Class A ordinary share s |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average shares outstanding, Class B ordinary shares |
( |
) | ||||||||||
Basic and diluted net loss per share, Class B ordinary shares |
$ | ( |
) | $ | $ | ( |
) |
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
$ | ( |
) | |
Class A ordinary shares issuance costs |
$ | ( |
) | |
Plus: |
||||
Accretion of carrying value to redemption value |
$ | |||
Class A ordinary shares subject to possible redemption |
$ | |||
For The Period From July 31, 2020 (inception) through December 31,2020 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per ordinary share: |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average ordinary shares outstanding |
||||||||
Basic and diluted net loss per ordinary share |
$ | ( |
) | $ | ( | ) | ||
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the reported closing price of the Company’s Class A ordinary shares equals or exceeds $ 30 -trading day period ending trading days prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $ provided |
• | if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $ |
• | if the closing price of the Class A ordinary shares for any |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
December 31, 2020 |
||||||||||
Assets: |
||||||||||||
Investments held in Trust Account—U.S. Treasury Securities Money Market Fund |
1 | $ | ||||||||||
Liabilities: |
||||||||||||
Warrant Liability—Public Warrants |
1 | $ | ||||||||||
Warrant Liability—Private Placement Warrants |
3 | $ |
Input |
September 25, 2020 (Initial Measurement) |
September 30, 2020 |
||||||||||
Risk-free interest rate |
% | % | ||||||||||
Trading days per year |
||||||||||||
Expected volatility |
% | % | ||||||||||
Exercise price |
$ | $ | ||||||||||
Stock Price |
$ | $ |
Input |
September 25, 2020 (Initial Measurement) |
September 30, 2020 |
December 31, 2020 |
|||||||||||||
Risk-free interest rate |
% | % | % | |||||||||||||
Trading days per year |
||||||||||||||||
Expected volatility |
% | % | % | |||||||||||||
Exercise price |
$ | $ | $ | |||||||||||||
Stock Price |
$ | $ | $ |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of September 25, 2020 |
$ | — | $ | — | $ | — | ||||||
Initial measurement on September 25, 2020 (IPO) |
||||||||||||
Change in valuation inputs or other assumptions |
— | |||||||||||
|
|
|
|
|
|
|||||||
Fair value as of September 30, 2020 |
||||||||||||
Measurement on October 1, 2020 (Over-Allotment) |
||||||||||||
Change in valuation inputs or other assumptions |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2020 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
NAME |
AGE |
POSITION | ||||
John Martin |
61 | Chairman and Chief Executive Officer | ||||
Gordon Watson |
42 | President, Chief Operating Officer and Director | ||||
Olibia Stamatoglou |
41 | Chief Financial Officer | ||||
Adrienne Harris |
39 | Director | ||||
Kai Schmitz |
52 | Director | ||||
Kurt Summers |
41 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the firm has with us in order to evaluate their continued independence; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
(i) | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
(ii) | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
(iii) | directors should not improperly fetter the exercise of future discretion; |
(iv) | duty to exercise powers fairly as between different sections of shareholders; |
(v) | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
(vi) | duty to exercise independent judgment. |
INDIVIDUAL |
ENTITY |
ENTITY’S BUSINESS |
AFFILIATION | |||||||||
John Martin |
Automotive Keys Investor LLC |
Consumer Products |
Director |
|||||||||
Victory Park Capital Advisors VPC Impact Acquisition Holdings II VPC Impact Acquisition Holdings III, Inc. |
Investment Advisor Special Purposes Acquisition Company Special Purpose Acquisition Company |
Advisor Chairman and Director Chairman and Director |
||||||||||
Olibia Stamatoglou |
Victory Park Capital Advisors |
Investment Advisor |
Officer |
|||||||||
Gordon Watson |
Borro Ltd |
Specialty Finance |
Director |
|||||||||
Victory Park Capital Advisors | Investment Advisor | Partner | ||||||||||
Victory Park Specialty Lending Investments PLC VPC Impact Acquisition Holdings II VPC Impact Acquisition Holdings III, Inc. |
Investment Advisor Special Purpose Acquisition Company Special Purpose Acquisition Company |
Manager Co-Chief Executive OfficerCo-Chief Executive Officer |
||||||||||
Adrienne Harris |
Beneficial State Bank |
Banking |
Director |
|||||||||
Financial Health Network | Financial Consulting | Director | ||||||||||
Homie, Inc. | Real Estate Brokerage | Director | ||||||||||
States Title, Inc. VPC Impact Acquisition Holdings II |
Real Estate Settlement Services Special Purpose Acquisition Company |
Advisor Director |
||||||||||
Kai Schmitz |
Amadeus Capital Partners |
Investment Advisor |
Partner |
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Koin Pagamentos S.A. | Financing | Director | ||||||||||
Minka Ltd | Technology | Director | ||||||||||
RS2 Software, Inc. | Payments Platform | Director | ||||||||||
Tranza Holding Ltd VPC Impact Acquisition Holdings II |
Digital Banking Special Purpose Acquisition Company |
Director Director |
||||||||||
Kurt Summers |
Blackstone |
Investment Management |
Senior Advisor |
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Ullico VPC Impact Acquisition Holdings III, Inc. |
Financial Services Special Purpose Acquisition Company |
Senior Advisor Director |
• | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our initial shareholders purchased founder shares prior to the date of this prospectus and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
• | each of our executive officers and directors; and |
• | all our executive officers and directors as a group. |
NAME AND ADDRESS OF BENEFICIAL OWNER |
NUMBER OF SHARES BENEFICIALLY OWNED |
APPROXIMATE PERCENTAGE OF OUTSTANDING ORDINARY SHARES |
||||||
Directors, Executive Officers and Founders |
||||||||
John Martin |
— | — | ||||||
Gordon Watson |
— | — | ||||||
Olibia Stamatoglou |
— | — | ||||||
Adrienne Harris |
20,000 | * | ||||||
Kai Schmitz |
20,000 | * | ||||||
Kurt Summers |
20,000 | * | ||||||
All executive officers and directors as a group (6 individuals) |
60,000 | * | % |
NAME AND ADDRESS OF BENEFICIAL OWNER |
NUMBER OF SHARES BENEFICIALLY OWNED |
APPROXIMATE PERCENTAGE OF OUTSTANDING ORDINARY SHARES |
||||||
Five Percent Holders |
||||||||
VPC Impact Acquisition Holdings Sponsor, LLC(1)(2)(3) |
5,124,300 | 19.8 | % | |||||
Alpine Global Management, LLC(4) |
2,813,820 | 10.9 | % | |||||
Invesco Ltd.(5) |
2,391,105 | 9.2 | % | |||||
Millennium Management LLC(6) |
1,600,000 | 6.2 | % | |||||
Corbin Capital Partners Group, LLC(7) |
1,500,000 | 5.8 | % | |||||
Sculptor Capital LP(8) |
1,404,800 | 5.4 | % | |||||
Empyrean Capital Overseas Master Fund, Ltd.(9) |
1,208,580 | 4.7 | % | |||||
Point72 Asset Management, L.P.(10) |
1,159,546 | 4.5 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following is 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(3) | VPC Impact Acquisition Holdings Sponsor, LLC, our sponsor, is the record holder of such shares. Richard Levy, as Chief Executive Officer and Founder of Victory Park Capital Advisors, LLC, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares. Richard Levy disclaims any beneficial ownership of the securities held by VPC Impact Acquisition Holdings Sponsor, LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(4) | According to a Schedule 13G/A filed on February 24, 2021, Alpine Global Management, LLC is the holder of 2,813,820 Class A ordinary shares. The address of Alpine Global Management, LLC is 140 Broadway, 38th Floor, New York, NY 10005. |
(5) | According to a Schedule 13G filed on March 10, 2021, Invesco Ltd. in its capacity as a parent holding company to its investment advisers, may be deemed to beneficially own 2,391,105 Class A ordinary shares which are held of record by clients of Invesco Ltd. The address of Invesco Ltd. is 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309. |
(6) | According to a Schedule 13G/A filed on February 1, 2021, (i) Millenium Management LLC, a Delaware limited liability company (“Millenium Management”), Millennium Group Management LLC, a Delaware limited liability company (“Millenium Group Management”), Millenium International Management LP, a Delaware limited partnership (“Millennium International Management”) and Israel A. Englander, a United States citizen share voting control and investment discretion over part or all of an aggregate of 800,000 units, each consisting of 1 Class A ordinary share and one-half of one redeemable warrant and 800,000 Class A ordinary shares, of which (i) 800,000 Class A ordinary shares are held by Integrated Core Strategies (US) LLC, a Delaware limited liability company (“Integrated Core Strategies”) and (ii) 800,000 units are held by ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands (“ICS Opportunities”). Millenium International Management is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millenium Management is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millenium Group Management is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. The managing member of Millennium Group Management is a trust of which Mr. Englander, currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and ICS Opportunities. The address of each entity and Mr. Englander is c/o Millennium International Management LP, 666 Fifth Avenue, New York, New York 10103. |
(7) | According to a Schedule 13G filed on February 12, 2021, Corbin Capital Partners Group, LLC (“CCPG”) and Corbin Capital Partners, L.P. (“CCP”) may be deemed to be the beneficial owners of an aggregate of 1,500,00 Class A ordinary shares. The shares reported are held by Corbin ERISA Opportunity Fund, Ltd. (“CEOF”), a Cayman Islands exempted company, and Corbin Opportunity Fund, L.P. (“COF”), a Delaware limited partnership. CCPG is the general partner of CCP, which serves as investment advisor for both COF and CEOF. The address of the principal business office of each of CCPG and CCP is 590 Madison Avenue, 31st Floor, New York, NY 10022. |
(8) | According to a Schedule 13G/A filed on February 5, 2021, Sculptor Capital LP (“Sculptor”), a Delaware limited partnership, as the principal investment manager to a number of investment funds and discretionary accounts (collectively, the “Sculptor Accounts”) may be deemed to beneficially own 1,404,800 Class A ordinary shares which are held by the Sculptor Accounts. Sculptor Capital Holding Corporation (“SCHC”), a Delaware corporation, serves as the general partner of Sculptor As such, SCHC may be deemed to control Sculptor and, therefore, may be deemed to be the beneficial owner of the Class A ordinary shares owned by the Sculptor Accounts. Sculptor Capital Management, Inc. (“SCU”), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC. SCU is the sole shareholder of SCHC, and therefore may be deemed to be the beneficial owner of the Class A ordinary shares owned by the Sculptor Accounts. Sculptor Master Fund, Ltd. (“SCMF”), a Cayman Islands company and Sculptor Special Funding, LP (“NRMD”), a Cayman Islands exempted limited partnership, may also be deemed to share beneficial ownership over such Class A ordinary shares. The address of the principal business office of Sculptor, SCHC, and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019. The address of the principal business office of SCMF and NRMD is c/o State Street (Cayman) Trust, Limited, P.O. Box 896, Suite 3307, Gardenia Court, 45 Market Street, Camana Bay, Grand Cayman, Cayman Islands KY1-1103. |
(9) | According to a Schedule 13G filed on December 18, 2020, Empyrean Capital Overseas Master Fund, Ltd. (“Empyrean Fund”) is the direct holder of 1,208,590 Class A ordinary shares. Empyrean Capital Partners, LP (“Empyrean Capital”), as the investment manager of Empyrean Fund, may be deemed to share voting and investment discretion over such securities. Mr. Meron, as the managing member of Empyrean Capital, LLC, the general partner of Empyrean Capital, may be deemed to share voting and investment discretion over such securities. The address of each is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067. |
(a) | The following documents are filed as part of this Annual Report on Form 10-K: |
(b) | Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. |
(c) | Exhibits: The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
† | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
* | Filed herewith. |
** | Incorporated by reference to the Original 10-K, filed with the SEC on March 31, 2021. |
*** | XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
Date: December 7, 2021 | Bakkt Holdings, Inc. | |||||
By: | /s/ Gavin Michael | |||||
Name: Gavin Michael | ||||||
Title: Chief Executive Officer |
/s/ Gavin Michael Gavin Michael |
Chief Executive Officer, Director (principal executive officer) |
December 7, 2021 | ||
/s/ Andrew LaBenne Andrew LaBenne |
Chief Financial Officer (principal financial officer) |
December 7, 2021 | ||
/s/ Karen Alexander Karen Alexander |
Chief Accounting Officer (principal accounting officer) |
December 7, 2021 | ||
/s/ Michelle Goldberg Michelle Goldberg |
Director | December 7, 2021 | ||
/s/ David C. Clifton David C. Clifton |
Director | December 7, 2021 | ||
/s/ Kristyn Cook Kristyn Cook |
Director | December 7, 2021 |