Bakkt SPAC Presentation Deck
IMPORTANT NOTICE
Disclaimer
This confidential investor presentation (this "Presentation") is being delivered for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed
business combination (the "Business Combination") between VPC Impact Acquisition Holdings ("VIH") and Bakkt Holdings, LLC, taken together with its subsidiaries ("Bakkt"). Any reproduction of the
Presentation or its content without the express written approval of VIH and Bakkt is prohibited. By accepting this Presentation, each recipient agrees to use this Presentation for information purposes only
and not as the basis for any voting or investment decision with respect to VIH. The information contained herein does not purport to be all-inclusive and none of VIH, Bakkt or their respective directors,
officers, stockholders or affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation or any other
written or oral communication communicated to the recipient in the course of the recipient's evaluation of Bakkt or VIH, and no responsibility or liability whatsoever is accepted for the accuracy or
sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The information contained herein is preliminary and is subject to change and such changes may
be material. VIH and Bakkt disclaim any duty to update the information contained in this Presentation. The proposed Business Combination is subject to, among other things, the approval by VIH
shareholders, satisfaction of the conditions stated in the definitive agreement providing for the Business Combination and other customary closing conditions. Accordingly, there can be no assurance that
the proposed Business Combination will be consummated. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect to the
proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of VIH, Bakkt, or any of their respective affiliates, nor shall there be
any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon them merits of the Business Combination or the accuracy or adequacy of
this Presentation.
Participants in the Solicitation
VIH and Bakkt and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of
VIH's shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of
VIH's directors and officers in VIH's filings with the SEC, including VIH's registration statement on Form S-1, which was originally filed with the SEC on September 4, 2020 and the registration statement on
Form S-4 originally filed with the SEC on March 31, 2021, which has not yet become effective. This registration statement includes the proxy statement/prospectus and certain other documents relating to
the Business Combination, which will include both the proxy statement to be distributed to VIH's shareholders in connection with the solicitation of proxies for the vote by VIH's shareholders with respect
to the Business Combination. To the extent that holdings of VIH's securities have changed from the amounts reported on VIH's registration statement on Form S-1, such changes have been or will be
reflected on Statements of Change in Ownership on From 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to VIH's
shareholders in connection with the Business Combination is included in the proxy statement/prospectus on Form S-4 relating to the Business Combination.
Important Information for Investors and Shareholders
This presentation is not a substitute for the registration statement or for any other document that VIH may file with the SEC in connection with the Business Combination. After the registration statement
is declared effective, the definitive proxy statement/prospectus and documents incorporated by reference therein will be mailed to VIH's shareholders as of a record date to be established for voting on the
Business Combination and certain other matters and will contain important information about the proposed Business Combination and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE DOCUMENTS FILED, AND THAT MAY BE FILED, INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND THE DOCUMENTS INCORPORATED THEREIN, WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and security holders may obtain free copies of other
documents, including the proxy statement/prospectus, filed with the SEC by VIH through the website maintained by the SEC at http://www.sec.gov. In addition, shareholders will be able to obtain free
copies of the proxy statement/prospectus by directing a request to VIH's Chief Executive Officer at c/o Victory Park Capital Advisors, LLC, 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR THE ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTAITON TO THE CONTRARY IS A CRIMINAL OFFENSE.
You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to
legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision.
CONFIDENTIAL AND PROPRIETARY
2aView entire presentation