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                            August 9, 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
                                                            Correspondence
dated August 4, 2021
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed July 9, 2021
                                                            File No. 333-254935

       Dear Mr. Zemnick:

              We have reviewed your correspondence 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement
and the information
       you provide in response to these comments, we may have additional
comments.

       Correspondence dated August 4, 2021

       Management   s Discussion and Analysis of Financial Condition and
Results of Operations of
       Bakkt, page 283

   1.                                                   Please add a discussion
to your Digital Asset Marketplace, Loyalty Redemption, and
                                                        Alternative Payment
Method disclosure to describe how you recognize revenue for each
                                                        of these offerings. The
overview section should bridge your discussion between your
                                                        business offering and
how revenue is recognized. Also, please add a statement that
                                                        substantially all your
revenue is recognized from the Loyalty program. As it relates to
                                                        custody, note that
revenue is immaterial with    less than 1% of PDF Contracts go to
                                                        contract maturity.
Also, note that the remaining revenue is recognized from providing
                                                        services to IFUS and
ICUS under the Triparty Agreements.
 Scott R. Zemnick
VPC Impact Acquisition Holdings
August 9, 2021
Page 2
2.       Revise to discuss The Triparty Agreement and the related party nature
of this
         arrangement. This disclosure should include, but not limited to,
describing the promised
         goods or services that you provide (i.e., custody and bullets
identified in your response
         2(c)) and the reasons for negative revenue. In addition, your results
of operations
         disclosure should separately discuss and analyze the revenue
recognized under this
         agreement.
3.       Based on your financial projections, we note that you expect to
generate a substantial
         portion of your revenue in 2021 in Crypto Trades, which are sales of
cryptocurrency in
         which Bakkt acts as the principal in transactions with its third-party
trading relationships
         and consumers using its app. Discuss the material risks and
uncertainties related to your
         plans to rely on Crypto Trades as a significant driver of your
business. To the extent
         known, discuss the    certain additional cryptocurrencies    that you
intend to include in the
         third quarter of 2021. For aspects of your business that did not
generate positive revenue,
         discuss the circumstances that need to occur to begin generating
positive revenue.
Revenue Recognition
Triparty Agreement, page F-259

4.       Revise your statement that    you recognize revenue    for trading and
clearing services    to
         agree to your performance obligations as outline in your response 2(c)
for Bakkt Trust. In
         this regard, we note your representation that you are not providing
the trading and clearing
         services. Make corresponding revision throughout your filing.
5.       Please clarify the meaning of    help facilitate the trading and
clearing services of IFUS and
         ICUS    by identifying your promised goods or services. For example,
are your promised
         goods and services outlined in 2(c) and custody?
6.       Revise your revenue recognition footnote for the Triparty agreement to
describe your
         performance obligations. In this regard, the current disclosure
focuses more on the tasks
         and duties of IFUS and ICUS instead of on your task and duties. This
disclosure should
         clearly articulate what promised goods or services are distinct, how
many performance
         obligations you have, and what promised goods or services are included
in each
         performance obligation.
7.     Please clarify when you recognize revenue for each performance
obligation in the Triparty
FirstName LastNameScott R. Zemnick
       Agreement and what the ASC 606 contract period is for each performance
Comapany    NameVPC
       obligation. Also,Impact
                         revise Acquisition Holdings
                                to state whether revenue is recognized at a
point in time or over
Augusttime.
        9, 2021 Page 2
FirstName LastName
 Scott R. Zemnick
FirstName   LastNameScott R. Zemnick
VPC Impact   Acquisition Holdings
Comapany
August      NameVPC Impact Acquisition Holdings
        9, 2021
August
Page  3 9, 2021 Page 3
FirstName LastName
8.       Please disclose the transaction price for each performance obligation.
We note that in your
         statement in response to 2(b) the transaction price is 100% of the
trading and clearing fees
         collected by IFUS and ICUS less rebates and incentive payments made by
IFUS and
         ICUS to their customers. Also, disclose your obligation to make the
shortfall payment
         describe in note 7 and include your assertion that you recognize this
payment as a
         reduction of revenue because such payments are made to your customers,
IFUS and ICUS,
         and you do not receive a distinct good or service for such payment.
9.       Please confirm whether our understanding of your response is correct
that the rebates and
         incentive payments are part of the transaction price and the shortfall
payment is
         consideration payable to your customer and make corresponding revision
to your
         proposed disclosure discussing variable consideration on page 17.
Also, we note your
         reference that you generally do not need to estimate, describe
instances where you do need
         to make estimates and whether those instances are material.
Custody, page F-260

10.      Please revise your custody revenue recognition policy to reconcile the
discussion of    PDF
         Contract customers    with your Triparty Agreement policy in which you
state the PDF
         contract holder is not your customer.

General

11.      We note your revised disclosure in response to prior comment 6
regarding the projected
         financial information. Please provide a discussion of the "large
amount of
         components...that were taken in consideration for purposes of arriving
at the projected
         financial information" and were evaluated by the VIH Board.
       You may contact Amanda Kim, Senior 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
cc:      Era Anagnosti