Bakkt Holdings, Inc.

On or about October 15, 2021, VPC Impact Acquisition Holdings (“VIH”), a special purpose acquisition company, completed a business combination with Bakkt Holdings, LLC (“Legacy Bakkt”), and the combined entity was renamed Bakkt Holdings, Inc.

On May 17, 2021, Bakkt – then operating as VIH – notified the SEC of its inability to timely file its quarterly report because “the Company reevaluated the accounting treatment of its public warrants and private placement warrants” and “is currently determining the extent of the SEC Statement’s impact on its financial statements[.]”

On this news, the Company’s stock fell $0.13, or 1.3%, to close at $10.18 per share on May 18, 2021, thereby injuring investors.

Then, on October 13, 2021, the Company revealed that it had previously failed to properly account for the classification of its Class A ordinary shares and “adjust[ed] . . . the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.” As a result, additional paid-in capital was reduced to 0, accumulated deficit ballooned from $4.86 million to $29.25 million, and total shareholders’ equity swung to a deficit of $29.25 million.

On this news, the Company’s stock fell $0.47, or 4.7%, to close at $9.46 per share on October 14, 2021, thereby injuring investors further.

Then, on November 22, 2021, Bakkt disclosed that its management had re-evaluated the accounting classification of the Class A ordinary shares and had “identified errors in the historical financial statements of VIH . . . related to the misclassification . . . of the Class A Ordinary Shares prior to the [Business Combination].” Specifically, the Company determined that it would restate its consolidated financial statements for fiscal year 2020 and the quarterly periods in fiscal 2021.

On this news, Bakkt’s stock fell $2.70, or 13.7%, to close at $17.02 per share on November 22, 2021, thereby injuring investors further.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, the Offering Documents and Defendants made false and/or misleading statements and/or failed to disclose that: (1) the Company had defective financial controls; (2) as a result, there were errors in the Company's financial statements related to the misclassification of certain shares issued prior to the Business Combination; (3) accordingly, the Company would need to restate certain of its financial statements; (4) the Company downplayed the true scope and severity of these issues; (5) the Company overstated its remediation of its defective financial controls; and (5) as a result, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis at all relevant times.