Sec Form 13D Filing - Corbin Capital Partners L.P. filing for Bakkt Holdings Inc. (BKKT) - 2021-12-14

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CUSIP No. 05759B107

13G

Explanatory Note

The Reporting Persons previously filed an original Schedule 13G in respect of the Issuer’s Class A Common Stock, par value $0.0001 per share on February 12, 2021 (the “Original Schedule 13G”). On October 1, 2021, Corbin Capital Partners GP, LLC replaced Corbin Ca pital Partners Group, LLC as the general partner to funds managed by Corbin Capital Partners, L.P. This Amendment No. 1 to the Original Schedule 13G is being filed to reflect the fact that, as of October 1, 2021, Corbin Capital Partners Group, LLC ceased to be a reporting person, with Corbin Capital Partners GP, LLC becoming a reporting person as of that date.  

Bakkt Holdings, Inc. (f/k/a VPC Impact Acquisition Holdings (the “Issuer”))

10000 Avalon Boulevard, Suite 1000, Alpharetta, Georgia

Item 2.(a) Name of Person Filing

(i)	Corbin Capital Partners Group, LLC;

(ii)	Corbin Capital Partners GP, LLC; and

(iii)

Corbin Capital Partners, L.P.

  

Each of Corbin Capital Partners Group, LLC and Corbin Capital Partners GP, LLC is a Delaware limited liability company. Corbin Capital Partners, L.P. is a Delaware limited partnership.

05759B107

	(a)	☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c);
	(b)	☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c);
	(c)	☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c);
	(d)	☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	☑ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	☑ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4(a). Amount Beneficially Owned:

As of the date of this filing, each of Corbin Capital Partners GP, LLC and Corbin Capital Partners, L.P. may be deemed the beneficial owner of 2.6% of the Shares outstanding. These percentages are based on 57,164,266 Shares outstanding as of November 30, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed on December 8, 2021.

Corbin Capital Partners, L.P.:< /div>

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 1,500,000
	(v)	Sole power to dispose or to direct the disposition of: 0
	(vi)	Shared power to dispose or to direct the disposition of: 1,500,000

 
        The Shares reported herein are held by Corbin ERISA Opportunity Fund, Ltd. (“CEOF”), a Cayman Islands exempted company, and Corbin Opportunity Fund, L.P. (“COF”), a Delaware limited partnership. Corbin Capital Partners GP, LLC is the general partner of Corbin Capital Partners, L.P., which serves as investment advisor for both COF and CEOF.