VPC IMPA Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The Business Combination Proposal. To consider and vote upon a proposal to
approve by ordinary resolution and adopt the Agreement and Plan of Merger,
dated as of January 11, 2021 (as amended, the "Merger Agreement"), by and
among VIH, Pylon Merger Company LLC , a Delaware limited liability company and
a direct wholly-owned subsidiary of VIH ("Merger Sub"), and Bakkt Holdings,
LLC , a Delaware limited liability company ("Bakkt"), and the transactions
contemplated by the Merger Agreement, including the issuance of the merger
consideration thereunder (collectively, the "Business Combination"). Pursuant
to the Merger Agreement, Merger Sub will merge with and into Bakkt (the
"Merger"), with Bakkt being renamed as Bakkt Opco Holdings, LLC ("Bakkt
Opco"), and continuing as the surviving entity of the Merger and becoming a
subsidiary of the Company as described in more detail in the proxy
statement/prospectus. We refer to this proposal as the "Business Combination
Proposal." The Business Combination Proposal was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
11,922,094 1,245,550 849,956
2. The Domestication Proposal. To consider and vote upon a proposal to approve
by special resolution a. change to the corporate structure and to the
domicile of VIH by way of continuation from an exempted company incorporated
in accordance with the laws of the Cayman Islands to a corporation
incorporated under the laws of the State of Delaware (the "Domestication").
The Domestication will be effected immediately prior to the Business
Combination by VIH filing a certificate of corporate domestication and the
proposed new certificate of incorporation of Bakkt Pubco (the "Proposed
Certificate of Incorporation") with the Delaware Secretary of State and
filing an application to de-register with the Registrar of Companies of the
Cayman Islands . Upon the effectiveness of the Domestication, VIH will become
a Delaware corporation and will change its corporate name to "Bakkt Holdings,
Inc. " (Bakkt Holdings, Inc. and VIH following the Domestication and the
Business Combination, the "Company" or "Bakkt Pubco") and all outstanding
securities of VIH will convert to outstanding securities of the Company, as
described in more detail in the proxy statement/prospectus. We refer to this
proposal as the "Domestication Proposal." The Domestication Proposal was
approved. The final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
11,910,807 1,255,890 850,903
3. The Stock Issuance Proposal. To consider and vote upon a proposal to approve
by ordinary resolution for purposes of complying with the applicable
provisions of Nasdaq Listing Rule 5635(d), the issuance of Bakkt Pubco
Class A Shares (the "Bakkt Pubco Class A Shares") to (a) the accredited
investors and qualified institutional buyers who entered into the
Subscription Agreements with VIH for the proposed issuance and sale of
$325 million of the Bakkt Pubco Class A Common Stock in a private placement
to the PIPE Investors pursuant to the Subscription Agreements. (the "PIPE
Investors " and the "PIPE Investment ," respectively), and (b) the former
equity holders of Bakkt Holdings , LLC (the "Bakkt Equity Holders") pursuant
to the Merger Agreement (the "Stock Issuance Proposal"). The Stock Issuance
Proposal was approved. The final voting tabulation for this proposal was as
follows:
FOR AGAINST ABSTAIN
11,879,054 1,276,085 862,461
4. The Organizational Documents Proposal. To consider and vote upon a proposal
to approve by special resolution the proposed new certificate of
incorporation for Bakkt Pubco ("Proposed Certificate of Incorporation") and
the proposed new by-laws ("Proposed By-Laws" and, together with the Proposed
Certificate of Incorporation, the "Proposed Organizational Documents") of
Bakkt Pubco (the "Organizational Documents Proposal"). The Organizational
Documents Proposal was approved. The final voting tabulation for this
proposal was as follows:
FOR AGAINST ABSTAIN
11,980,275 1,176,464 860,861
5. The Advisory Organizational Documents Proposals. To consider and vote upon
the following seven separate proposals (collectively, the "Advisory
Organizational Documents Proposals") to approve on an advisory non-binding
basis by special resolution the following material differences between the
Cayman constitutional documents of VIH and the Proposed Organizational
Documents:
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A. Advisory Organizational Documents Proposal 5A. To authorize the change in
the authorized capital stock of VIH from 200,000,000 VIH Class A Ordinary
Shares, par value $0.0001 per share (the "VIH Class A Ordinary Shares"),
20,000,000 VIH Class B Ordinary Shares, par value $0.0001 per share (the
"VIH Class B Ordinary Shares" and, together with the VIH Class A Ordinary
Shares, the "Ordinary Shares"), and 1,000,000 preference shares, par
value $0.0001 per share (the "Preference Shares"), to 750,000,000 shares
of Class A Common Stock, par value $0.0001 per share of Bakkt Pubco (the
"Bakkt Pubco Class A Common Stock"), and 250,000,000 shares of Class V
Common Stock, par value $0.0001 per share, of Bakkt Pubco (the "Bakkt
Pubco Class V Common Stock", together with the Bakkt Pubco Class A Common
Stock, the "Bakkt Pubco Common Stock") and 1,000,000 shares of preferred
stock, par value $0.0001 per share, of Bakkt Pubco (the "Bakkt Pubco
Preferred Stock") ("Advisory Organizational Documents Proposal 5A").
Advisory Organizational Documents Proposal 5A was approved. The final
voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
11,882,626 1,249,298 885,676
B. Advisory Organizational Documents Proposal 5B. To authorize adopting
Delaware as the exclusive forum for certain stockholder litigation
("Advisory Organizational Documents Proposal 5B"). The Advisory
Organizational Documents Proposal 5B was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
11,797,083 1,358,749 861,768
C. Advisory Organizational Documents Proposal 5C. To authorize electing not
to be governed by Section 203 of the Delaware General Corporate Law
("DGCL") relating to takeovers by interested stockholders and, instead,
be governed by a provision similar to Section 203 of the DGCL ("Advisory
Organizational Documents Proposal 5C"). Advisory Organizational Documents
Proposal 5C was approved. The final voting tabulation for this proposal
was as follows:
FOR AGAINST ABSTAIN
11,590,417 1,501,470 925,713
D. Advisory Organizational Documents Proposal 5D. To approve provisions
providing that the affirmative vote of at least 66 2/3% of the voting
power of all the then outstanding shares of capital stock entitled to
vote generally in the election of directors, voting together as a single
class, will be required for stockholders to amend, alter, repeal or
rescind all or any portion of Article V, Article VI, Article VII, Article
VIII, Article IX, Article X, Article XII or Article XIII of the Proposed
Certificate of Incorporation ("Advisory Organizational Documents Proposal
5D"). Advisory Organizational Documents Proposal 5D was approved. The
final voting tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
10,792,139 2,359,718 865,743
E. Advisory Organizational Documents Proposal 5E. To approve provisions
permitting the removal of a director only for cause and only by the
affirmative vote of the holders of at least 66 2/3% of the outstanding
shares entitled to vote at an election of directors, voting together as a
single class ("Advisory Organizational Documents Proposal 5E"). Advisory
Organizational Documents Proposal 5E was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
11,200,980 1,953,230 863,390
F. Advisory Organizational Documents Proposal 5F. To approve provisions
requiring or permitting stockholders to take action at an annual or
special meeting and prohibit stockholder action by written consent in
lieu of a meeting; provided that any action required or permitted to be
taken by the holders of Bakkt Pubco Class V Shares , voting separately as
a class or by the holders of Bakkt Pubco Preferred Stock, voting
separately as a class or separately as a class with one or more other
such series, may be taken without a meeting if signed by the holders
having not less than the minimum number of votes necessary to authorize
such action at a meeting at which all shares entitled to vote thereon
were present and voted in compliance with the DGCL ("Advisory
Organizational Documents Proposal 5F"). The Advisory Organizational
Documents Proposal 5F was approved. The final voting tabulation for this
proposal was as follows:
FOR AGAINST ABSTAIN
11,233,926 1,912,487 871,187
G. Advisory Organizational Documents Proposal 5G. To provide for certain
additional changes, including, among other things, (i) making Bakkt
Pubco's corporate existence perpetual and (ii) removing certain
provisions related to VIH's status as a blank check company that will no
longer be applicable upon consummation of the Business Combination, all
of which the VIH Board believes is necessary to adequately address the
needs of Bakkt Pubco after the Business Combination ("Advisory
Organizational Documents Proposal 5G"). Advisory Organizational Documents
Proposal 5G was approved. The final voting tabulation for this proposal
was as follows:
FOR AGAINST ABSTAIN
11,968,016 1,186,449 863,135
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6. The Bakkt Pubco Equity Incentive Plan Proposal. To consider and vote upon a
proposal to approve by ordinary resolution the Bakkt Pubco Equity Incentive
Plan (the "Bakkt Pubco Equity Incentive Plan" and the "Bakkt Pubco Equity
Incentive Plan Proposal," respectively). The Bakkt Pubco Equity Incentive
Plan Proposal was approved. The final voting tabulation for this proposal was
as follows:
FOR AGAINST ABSTAIN
11,903,963 1,219,260 894,377
7. The Director Election Proposal. To consider and vote upon a proposal to
approve by ordinary resolution the election of eight directors to serve
staggered terms on the Company's board of directors until the 2022, 2023 and
2024 annual meeting of stockholders, as applicable, and until their
respective successors are duly elected and qualified (the "Director Election
Proposal"). The Director Election Proposal was approved. The final voting
tabulation for this proposal was as follows:
FOR AGAINST ABSTAIN
12,553,617 504,811 959,172
8. The Shareholder Adjournment Proposal. To consider and vote upon a proposal to
approve by ordinary resolution the adjournment of the extraordinary general
meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies in the event that there are insufficient
votes for the approval of one or more proposals at the extraordinary general
meeting (the "Shareholder Adjournment Proposal"). The Shareholder Adjournment
Proposal was approved. The final voting tabulation for this proposal was as
follows:
FOR AGAINST ABSTAIN
11,962,495 1,185,535 869,570
The proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting was deemed not necessary and not acted upon at the Extraordinary General Meeting because there were sufficient votes at the time of the Extraordinary General Meeting to approve the adoption of the required proposals.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
A total of 8,452,042 VIH Class A Ordinary Shares were presented for redemption
in connection with the Business Combination. As a result, VIH expects there will
be approximately
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report.
Exhibit No. Description 99.1 Press Release, dated as ofOctober 14, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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