UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August 4~~March 3, ~~2022~~2023

VPC IMPACT ACQUISITION HOLDINGS II

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40160

98-1576492

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Victory Park Capital Advisors, LLC

150 North Riverside Plaza, Suite 5200

Chicago, IL

60606

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (312) 701-1777

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant	VPCBU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	VPCB	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	VPCBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 57.0201. ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

On ~~August~~March 43, ~~2022~~2023, ~~the Board of Directors (the “Board”) of~~ VPC Impact Acquisition Holdings II, a Cayman Islands exempted company (the “Company”) ~~appointed~~announced ~~Mr. Albert~~that ~~Periu~~it aswill aredeem ~~director~~all toof ~~fill~~its aoutstanding ~~vacancy~~Class A onordinary ~~the~~shares ~~Board~~on March 21, ~~for~~2023 abecause ~~term expiring at~~ the ~~second~~Company ~~Annual~~will ~~Meeting~~not ofcomplete ~~Shareholders.~~an Ininitial ~~connection~~business ~~with~~combination ~~Mr. Periu’s~~within ~~appointment,~~ the ~~Board~~time ~~appointed~~period ~~Mr. Periu~~required toby ~~serve~~its onAmended ~~the Audit Committee~~ and ~~the~~Restated ~~Compensation~~Memorandum ~~Committee,~~ and toArticles ~~serve~~of asAssociation. ~~the~~A ~~chairperson~~copy of ~~the~~such ~~Nominating~~announcement ~~and~~is ~~Corporate~~furnished ~~Governance~~as ~~Committee.~~Exhibit Mr99. ~~Periu~~1 ~~joins the Board as an independent director~~hereto.

~~Mr. Periu,~~The ~~age~~information ~~42,~~in ~~has~~this ~~served~~Item ~~as Chief Executive Officer of Zilch USA Inc~~7.01 ~~(“Zilch”), a financial technology company focused on providing payment~~ and ~~credit~~Exhibit ~~solutions to consumers, since 2021~~99.1 ~~During~~shall ~~his~~not ~~tenure~~be ~~with~~deemed ~~Zilch,~~“filed” ~~he has been responsible~~ for ~~Zilch’s~~purposes ~~strategy~~of ~~and~~Section 18 ~~operations~~of in the ~~U.S.,~~Securities asExchange ~~well~~Act ~~as debt capital markets transactions for Zilch globally. Prior to Zilch, from December 2016 to July 2021, Mr. Periu was Co-Founder and Chief Executive Officer~~ of ~~Neptune Financial Inc.~~1934, ~~a financial technology company whose commercial lending platform provided growth capital to small and mid-sized American businesses. Previously, Mr. Periu served~~ as ~~Global~~amended ~~Co-Head of Capital Markets for Funding Circle Ltd.~~ (the “~~Funding~~Exchange ~~Circle~~Act”), anor ~~online~~otherwise ~~lender~~subject ~~focused~~to onliabilities ~~U.S.~~under ~~and~~that ~~U.K.~~section, ~~small~~ and ~~medium-sized~~shall ~~businesses,~~not ~~from~~be ~~October~~deemed ~~2012~~ to ~~December~~be ~~2016.~~incorporated ~~Mr. Periu~~by ~~also~~reference ~~served~~into asthe ~~President~~filings ~~and Chief Executive Officer~~ of ~~Funding~~under ~~Circle’s~~the ~~broker dealer, Funding Circle~~ Securities, ~~from~~Act ~~March~~of ~~2014 to January 2017. Prior to his time with Funding Circle~~1933, ~~Mr. Periu~~as ~~held roles with FBR & Co.~~amended, ~~Deutsche~~or ~~Bank,~~the ~~and~~Exchange ~~Merrill Lynch~~Act. ~~Mr. Periu holds a Bachelor of Science in Business Administration from Georgetown University.~~

MrItem 8. ~~Periu~~01. isOther being appointed as a director because, among his other qualifications, he possesses experience and expertise in areas of the business development, strategy and operations, finance and technological innovationEvents.

~~Mr.~~Because the Company will not be able consummate an initial business combination by March ~~Periu~~9, 2023, pursuant to the Company’s Amended and ~~VPC~~Restated ~~Impact~~Memorandum ~~Acquisition~~and ~~Holdings~~Articles ~~Sponsor~~of IIAssociation, ~~LLC~~the Company will (i) cease all operations except for the ~~“Sponsor”~~purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, ~~will~~redeem ~~enter~~the ~~into~~Class A ordinary shares of the Company, at a ~~securities~~per-share ~~assignment~~price, ~~agreement~~payable ~~(the~~in ~~“Agreement”)~~cash, ~~pursuant~~equal to ~~which~~the aggregate amount then on deposit in the ~~Sponsor~~trust ~~will~~account, ~~transfer~~including interest earned on the funds held in the trust account (which interest shall be less taxes payable and ~~assign~~up 10to $100,000 of interest to pay dissolution expenses), divided by the ~~Company’s~~number of then outstanding Class BA ordinary shares of the Company, ~~par~~which ~~value~~redemption ~~$0.0001~~will ~~per~~completely ~~share,~~extinguish public shareholders’ rights as shareholders (including the right to ~~Mr.~~receive further liquidation distributions, if any) and (iii) ~~Periu~~as promptly as ~~compensation~~reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s Board of Directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for ~~his~~claims ~~service~~of ascreditors ~~director~~and in all cases subject to the other requirements of applicable law.

~~The~~Based ~~foregoing~~on ~~description~~the balance of ~~Mr. Periu~~the Company’s ~~Agreement~~trust isaccount ~~qualified~~as of March 1, 2023, which was $261,254,964.96, after retaining interest earned on the funds deposited in the trust account to pay $100,000 of dissolution expenses, the per-share redemption price for the public shares is expected to be approximately $10.21 (the “Redemption Amount”). All other costs and expenses associated with implementing the Company’s plan of dissolution will be funded from proceeds held outside of the trust account. The Company anticipates that (i) its ~~entirety~~public byshares, ~~reference~~as well as its publicly traded units and warrants, will cease trading as of the close of business on March 20, 2023 and (ii) the Redemption Amount will be paid on March 21, 2023 to holders of public shares of the ~~text~~Company outstanding at the close of Mrbusiness on March 20 2023 without any required action on their part, at which point such public shares shall be deemed canceled and will represent only the right to receive the Redemption Amount. Following such redemption, the Class ~~Periu~~A ordinary shares of the Company will no longer be outstanding and the Company’s ~~Agreement~~warrants ~~filed~~will asexpire ~~Exhibit~~in 10accordance with their terms upon the liquidation of the Company.1 Beneficial owners of the public shares held in “street name,” will not need to take any action in order to receive their pro rata portion of the Redemption Amount. Holders of registered public shares will need to present their respective shares to the Company’s transfer agent, Continental Stock Transfer & Trust Company, to receive their pro rata portion of the Redemption Amount. The Company has been advised that The Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and ~~incorporated~~Exchange ~~herein~~Commission by(the ~~reference~~“SEC”) to delist the Company’s securities. Thereafter, the Company will file a Form 15 with the SEC to terminate the registration of its securities under the Exchange Act.

~~The~~Forward ~~Company~~Looking ~~will~~Statements also enter into its standard form of indemnification agreement with Mr. Periu, the form of which is filed as Exhibit 10.5 to the Company’s Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2021.

~~There~~This ~~are~~report nocontains ~~arrangements~~statements orthat ~~understandings~~constitute ~~between~~“forward-looking Mrstatements,” including with respect to the redemption of public shares. ~~Periu~~ ~~and~~Such ~~any~~forward-looking ~~other~~statements ~~person~~are ~~pursuant~~based on the beliefs of management, as well as assumptions made by, and information currently available to, ~~which~~the MrCompany’s management. ~~Periu~~ ~~was~~Actual ~~selected~~results could differ materially from those contemplated by the forward-looking statements as a ~~director.~~result Mrof certain factors detailed in the Company’s filings with the SEC. ~~Periu~~ isAll ~~not~~subsequent awritten ~~participant~~or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in ~~any~~their ~~related~~entirety ~~party~~by ~~transactions~~this ~~required~~paragraph. toForward-looking bestatements ~~disclosed~~are ~~pursuant~~subject to ~~Item~~numerous ~~404(a)~~conditions, many of ~~Regulation~~which ~~S-K.~~are beyond the control of the Company, including those set forth in the Risk

~~Item~~ Factors ~~9.01~~section ~~Financial~~of ~~Statements~~the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022 and ~~Exhibits~~Quarterly Reports on Form 10-Q filed with the SEC on May 13, 2022, August 11, 2022 and November 10, 2022, and as those may be further amended and/or supplemented in subsequent filings with the SEC. Copies of such filings are available on the website of the SEC, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, except as required by law.

~~(d)~~Item ~~Exhibits:~~9.01. Financial Statements and Exhibits.

ExhibitNo.		Description
10.1		Securities Assignment Agreement, by and between VPC Impact Acquisition Holdings Sponsor II, LLC and Albert Periu, dated August 4, 2022
104		Cover Page Interactive Date File (embedded within the Inline XBRL Document)

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated March 3, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


VPC Impact Acquisition Holdings II

By:		/s/ Gordon Watson
Name:		Gordon Watson
Title:		Co-Chief Executive Officer

Dated: ~~August~~March 43, ~~2022~~2023

Filing Compare · VPC Impact Acquisition Holdings II