United States securities and exchange commission logo





                           March 16, 2021

       Scott R. Zemnick
       General Counsel
       VPC Impact Acquisition Holdings
       c/o Victory Park Capital Advisors, LLC
       150 North Riverside Plaza, Suite 5200
       Chicago, IL 60606

                                                        Re: VPC Impact
Acquisition Holdings
                                                            Draft Registration
Statement on Form S-4
                                                            Submitted February
16, 2021
                                                            CIK No. 0001820302

       Dear Mr. Zemnick:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-4

       Questions and Answers for Shareholder of VIH
       What equity stake will current VIH shareholders and Bakkt Equity Holders
hold in Bakkt
       Pubco..., page 14

   1.                                                   We note that you
disclose the equity stake of stockholder groups assuming no redemption.
                                                        Please revise to also
disclose the equity stake of these groups assuming maximum
                                                        redemption.
 Scott R. Zemnick
FirstName  LastNameScott  R. Zemnick
VPC Impact   Acquisition Holdings
Comapany
March      NameVPC Impact Acquisition Holdings
       16, 2021
March2 16, 2021 Page 2
Page
FirstName LastName
What vote is required to approve each proposal at the extraordinary general
meeting?, page 23

2.       On page 213, you disclose that VIH's Sponsor, executive officers and
directors have
         agreed to vote in favor of the business combination. Please revise
this Q&A and elsewhere
         to disclose the percentage of VIH shares that are subject to an
agreement to vote in favor
         of the business combination. Additionally, since the business
combination proposal
         requires only the affirmative vote of the majority of the votes cast
by VIH stockholders,
         also disclose the percentage of remaining shares needed to vote for
the business
         combination proposal if only a quorum of VIH shares are present.
Post-Closing Company Structure, page 32

3.       Please revise the post-closing company structure chart to show the
percentage ownership
         in Bakkt Holdings Inc. held by the VIH public shareholders, the VIH
sponsor and
         independent directors, the PIPE investors and the Bakkt equity
holders. Also, show the
         percentage ownership in Bakkt Opco Holdings, LLC. held by Bakkt
Holdings Inc. and the
         Bakkt equity holders.
Risk Factors, page 52

4.       You state that your digital asset marketplace is designed to enable
participants to
         transact in digital assets. Please state clearly whether you intend to
include digital asset
         securities as part of your business. Discuss how you will determine
whether a particular
         digital asset is not a security. Add a risk factor that there may be
uncertainty regarding
         your determination and regulators may disagree with your analysis.
Discuss the
         regulatory oversight that you will have from the Securities and
Exchange Commission and
         whether you would be required to register as an exchange or an ATS.
5.       Please advise whether you will be a controlled company under the rules
of the NYSE
         following the business combination. If so, please provide risk factor
disclosure of this
         status and the corporate governance exemptions available to you as a
controlled company.
6.       You disclose that Bakkt Marketplace is registered as a "money services
business" with the
         U.S. U.S. Department of Treasury   s Financial Crimes Enforcement
Network and that
         Bakkt Marketplace is subject to federal and state consumer protection
laws and
         regulations applicable to its activities by the Consumer Financial
Protection Bureau.
         Please discuss risks and uncertainties related to being subject to the
laws and regulations
         by FinCEN and the CFBP. Further, please clarify on page 84 that you
may be subject to
         laws relating to securities, commodities and derivative laws.
7.       Please provide the basis for your statement that the Commodity Futures
Trading
         Commission has "publicly taken the position that certain virtual
currencies, which can
         include cryptocurrencies, are commodities, and as such,
exchange-traded derivatives
         involving bitcoin are subject to the CFTC   s jurisdiction and
enforcement powers."
 Scott R. Zemnick
FirstName  LastNameScott  R. Zemnick
VPC Impact   Acquisition Holdings
Comapany
March      NameVPC Impact Acquisition Holdings
       16, 2021
March3 16, 2021 Page 3
Page
FirstName LastName
The Proposed Certificate of Incorporation will designate a state or federal
court..., page 65

8.       Please revise the risk factor to state, as you do on pages 170 and
173, that the exclusive
         forum provision does not apply to actions arising under the Exchange
Act. Also, state that
         under Article XII of your proposed charter, the federal district
courts of the U.S. will be
         the exclusive forum for actions arising under the Securities Act, that
there is uncertainty as
         to whether a court would enforce such provision, and that investors
cannot waive
         compliance with the federal securities laws and the rules and
regulations thereunder.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
VIH, page 222

9.       Please tell us what operating metrics you regularly review and what
consideration you
         gave to disclosing information about those metrics. We refer you to
Section III.B of SEC
         Release No. 33-8350.
Information About Bakkt, page 247

10.      Please disclose your timetable for adding other digital assets to your
marketplace.
         Address any regulatory or other requirements that must be satisfied
before you can add
         specific digital assets to your platform. Also, disclose the material
terms of your
         agreements with loyalty sponsors. Finally, discuss the terms of your
arrangement with
         Starbucks to use your alternative payment method.
Loyalty Redemption, page 247

11.      Please provide more detail about the Loyalty Redemption service and
the alternative
         payment method. Specifically, explain how bitcoin may be used as a
payment means
         within those programs and how digital assets may be used in those
programs in the future.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Bakkt, page 261

12.      Please clarify how you earn revenue, or expect to earn revenue,
through the services
         provided on your platform. Also, disclose whether you accept, or plan
to accept, payment
         for such services in the form of digital assets and, if so, whether
you intend to hold the
         digital assets for investment or convert them into fiat currency after
receipt.
13.      Disclose how the company intends to use the funds available after the
business
         combination to grow Bakkt's business.
Our Corporate Structure, page 263

14.      We note that you have identified Bakkt as the predecessor for
accounting purposes.
         Please provide your analysis that supports this conclusion. We note
that B2S Holdings,
         Inc. operations are significantly larger than that of Bakkt. In
addition, due to its
         significance explain why B2S Holdings, Inc. is not included in your
MD&A.
 Scott R. Zemnick
VPC Impact Acquisition Holdings
March 16, 2021
Page 4
         Alternatively, consider whether the discussion of the results of
operations and financial
         condition should be supplemented by a discussion based upon pro forma
financial
         information for this combination.
15.      You state that Bakkt Trust has been approved to, and does, offer
non-trading-related,
         standalone custody of bitcoin to institutional customers and select
individual investors.
         Please discuss which regulatory entity approved the activity, the form
of the approval, and
         any conditions or limitations to the approval.
Management of the Company Following the Business Combination, page 283

16.      For Messrs. Michael, Clifton and Watson, please briefly discuss the
specific experience,
         qualifications, attributes or skills that led to the conclusion that
each should serve as a
         director for your company, in light of your business and structure.
Please also indicate any
         other directorships each has held during the last five years. Refer to
Item 401(e)(1) of
         Regulation S-K.
Consolidated Statements of Operations, page F-37

17.      You present operating expense by nature and by function. Please
consider revising this
         statement to present your expenses on a consistent format. Your MD&A
discussion of
         each expense items should describe how the nature of each expense
items is attributable to
         a function. Further, clearly indicate the amounts of compensation that
represent equity
         compensation and indicate how the use of equity for compensation will
impact future
         trends in compensation.
Bakkt Holdings, LLC
4. Acquisitions, page F-47

18.      Please provide your analysis that supports your conclusion that the
acquisition of Bakkt
         Clearing, LLC and Digital Asset Custody Company, Inc. each represents
a business
         combination and not an asset acquisition. We refer you to ASC
805-10-25-1 and 55-3A to
         55-9. In addition, please disclose a qualitative description of the
factors that make up the
         goodwill. See ASC 805-30-50-1(a).
13. Fair Value Measurements, page F-58

19.    You disclose that the carrying amount of the deposits with clearinghouse
affiliate
       approximate their fair values due to their short-term nature. Please
tell us why you
       present these amounts as noncurrent assets on your balance sheet. You
also disclose that a
FirstName LastNameScott R. Zemnick
       portion of the deposits is comprised of U.S. government securities.
Please tell us what
Comapany
       formNameVPC
             of financialImpact
                          assetsAcquisition  Holdings
                                 comprises the remaining balance of the
deposits. Please describe
       how  you  will
March 16, 2021 Page 4 account  and present investments  in digital assets.
FirstName LastName
 Scott R. Zemnick
FirstName  LastNameScott  R. Zemnick
VPC Impact   Acquisition Holdings
Comapany
March      NameVPC Impact Acquisition Holdings
       16, 2021
March5 16, 2021 Page 5
Page
FirstName LastName
B2S Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss), page
F-65

20.      You present operating expense by nature and function. Please consider
presenting the
         expense items on a consistent format.
Revenue Recognition, page F-69

21.      You disclose that professional services revenue primarily consists of
fees for software
         development services associated with implementation and customization
of the B2S   s
         cloud- based software platform and revenues are recognized over the
longer of the
         estimated customer relationship period. Please clarify whether these
services represent
         distinct performance obligations. Tell us how you considered the
guidance in ASC 606-
         10-25-21 and 606-10-25-27. In addition, revise your disclosures to
clearly identify the
         performance obligations included in your arrangements. Further, tell
us whether a material
         right exist in these arrangements. We refer you to ASC 606-10-55-41 to
55-45.
22.      You disclose on page F-73 that your perpetual license is a separate
performance obligation
         and revenues are recognized upon delivery. Please tell us if the
license relates to your
         subscription services. Explain why your revenue recognition policy
does not disclose this
         license. Further, indicate whether there are support services provided
with the license.
         Ensure that your disclosure clearly identifies each distinct
performance obligation. In
         addition, tell us what consideration was given to separately
presenting revenue from
         products (i.e. licenses) and revenue from services (i.e. subscription
or services).
23.      Please disclose the revenue recognized during the reporting period
that was included in
         deferred revenue at the beginning of the period. We refer you to ASC
606-10-50-8(b).
24.      Please provide your analysis for recording the transaction fee on a
net basis instead of a
         gross basis. Identify the party that is legally obligated to provide
the loyalty or reward to
         the end user. That is, please clarify which party controls the goods
or services upon
         redemption of the loyalty reward before they are transferred to the
end user. Refer to ASC
         606-10-25-18(f).
       You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
 Scott R. Zemnick
VPC Impact Acquisition Holdings
FirstName
March 16, 2021 LastNameScott R. Zemnick
Comapany
Page    6      NameVPC Impact Acquisition Holdings
March 16, 2021 Page 6
cc:       Era Anagnosti
FirstName LastName