VPC Impact Acquisition Holdings

The share count at the record date is the denominator for quorum and for every vote threshold at the meeting, and the proxy statement had it wrong. Replacing the proxy card means a holder using the superseded card is voting on a document the company has withdrawn. This is the first of at least two amendments to the same proxy statement: a further one followed as accession 0001193125-26-249235, revising a director nominee's biography, the board-attendance disclosure and director equity-award footnotes, and replacing the card again.

This version supplies the dilution arithmetic its preliminary predecessor left blank: about 34,976,178 shares of Class A common stock outstanding if the Issuance Proposal passes, of which roughly 9,214,468 Consideration Shares would be approximately 26.4% of the outstanding Class A votes. The count is not capped there — if Bakkt issues Class A shares on warrants outstanding at the date of the Purchase Agreement, the Consideration Shares increase by 31.5% of those shares, so the seller's stake ratchets with warrant exercise.

The numbers a stockholder would vote on are not in this version: shares outstanding after the issuance, the Consideration Share count and the resulting percentage of Class A votes are all left as empty brackets, and the definitive proxy of February 13, 2026 fills them in as approximately 34,976,178, 9,214,468 and 26.4%. What is already stated here is the ratchet — Consideration Shares increase by 31.5% of any Class A shares issued on warrants that were outstanding at the date of the Purchase Agreement.

An authorized-share increase sets the ceiling on future dilution rather than causing it directly. The reserve schedule shows how much of the existing authorization is already spoken for: 285,615 Class A shares behind the public warrants, 3,091,730 behind equity awards and the incentive pool, a further 1,153,200 in another reserve, plus shares held back for the exchange of paired interests represented by Class V Common Stock — the up-C structure inherited from the 2021 combination.

A charter amendment needing a majority of all outstanding voting power, not merely of votes cast, is the hardest threshold on any ballot, and the broker non-vote rule means uninstructed street-name shares count as opposition in practice. The equity plan is nearly exhausted — as of March 31, 2025 only 576,581 shares remained available for grant — while each non-employee director automatically receives restricted units worth $200,000 on the annual meeting date. Mr. Lumb resigned from the board on July 16, 2024.

Pairing a Section 312.03 issuance approval with a reverse split means the company is compressing the share count and clearing the way to issue into the smaller base at the same meeting — the sequence that precedes serial dilution. Section 312.03 is engaged for issuances to related parties or above 20% of outstanding stock, so the buyer is either an insider or taking a very large stake. Bakkt returned to holders three more times over the following year.

The registered amount is modest because the target is not absorbed into the public company: Bakkt survives as Bakkt Opco Holdings, LLC beneath Bakkt Pubco, so most of the equity stays at the operating company rather than being issued as registered stock. At the domestication each VIH unit separates into one Class A ordinary share and one-half of a redeemable warrant, and each Class A ordinary share becomes one Bakkt Pubco Class A Share — except those of public shareholders who validly elect to redeem, which are paid the Redemption Price in cash instead.

Five amendments in, neither the registered amounts nor the comma-for-decimal typo in the aggregate have changed. What is registered remains the SPAC's own capital converting rather than merger consideration — 20,737,202 Class A Ordinary Shares issued in the initial public offering plus 5,184,300 Class B Ordinary Shares, which together become Class A common stock of the domesticated company. Nothing in this table sizes what the target's holders receive, so it cannot be used to measure dilution.

The comma-for-decimal typo in the aggregate has survived successive amendments uncorrected, which says something about how closely a fee table is read once the fee itself is settled at $55,676.37. The substance is unchanged: what is registered is the SPAC's own capital converting — 20,737,202 Class A Ordinary Shares from the initial public offering and 5,184,300 Class B Ordinary Shares — with 10,368,601 of the 16,516,041 warrants also issued in that offering. The $12.36 is the Nasdaq high-low average on March 29, 2021.

The typo is in the total rather than the components, so the arithmetic a reader needs is unaffected and the fee remains $55,676.37. What is registered is the SPAC's own capital converting rather than merger consideration — 20,737,202 Class A Ordinary Shares from the initial public offering plus 5,184,300 Class B Ordinary Shares — with 10,368,601 of the warrants also issued in that offering. The $12.36 is the Nasdaq Capital Market high-low average on March 29, 2021, used only to compute the fee.

What is registered is the SPAC's own capital converting rather than the merger consideration: 20,737,202 Class A Ordinary Shares issued in the initial public offering plus 5,184,300 Class B Ordinary Shares, which together become Class A common stock of the domesticated company. Of the 16,516,041 warrants, 10,368,601 were issued in that same offering. The $12.36 is the Nasdaq Capital Market high-low average on March 29, 2021, used only to compute the fee, so the aggregate is a fee calculation and not a valuation.

What is registered is the SPAC's own capital converting rather than the merger consideration: 20,737,202 Class A Ordinary Shares issued in the initial public offering plus 5,184,300 Class B Ordinary Shares, which together become Class A common stock of the domesticated company. The 16,516,041 warrants are close to two-thirds of that share count, and they are registered with no fee of their own while the shares underlying them carry $20,721.85 of it. The $12.36 is a market average used only to compute the fee.

What is registered here is only the SPAC's own securities re-issued in the Domestication: 20,737,202 Class A ordinary shares from the initial public offering and 5,184,300 Class B ordinary shares converting into Class A, plus 10,368,601 public and 6,147,440 private placement warrants carrying over at the same price and terms. The consideration to Bakkt's holders is not in this fee table. The warrant tranche is larger than the public warrants alone because the sponsor's private placement warrants are registered alongside them. Pricing uses the March 29, 2021 Nasdaq average of $12.36.

What changed: Amendment to VPC Impact Acquisition Holdings' Form 8-K supplying the Item 9.01 financial statements of the acquired business. It explains that the February 13, 2026 definitive proxy statement had included, for information only, combined unaudited FY2025 figures for Distributed Technologies Research Global Ltd. and its subsidiaries together with UAB Unblock, even though Unblock was not part of the DTR Group during FY2025. This report instead provides the audited consolidated FY2025 statements of the DTR Group alone; Unblock's operations moved into the DTR Group effective January 1, 2026. Why it matters: The audited figures cover a narrower business than the ones shareholders saw when they voted: the proxy showed DTR combined with Unblock, while the audited statements exclude Unblock entirely because it was not a consolidated subsidiary in FY2025. Anyone who sized the target from the proxy is looking at a different perimeter from the audited accounts, and the two are not comparable without adjusting for Unblock, which only joined the group from January 1, 2026.