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United States securities and exchange commission logo
May 25, 2023
Jason Wilk
Chief Executive Officer and Director
Dave Inc.
1265 South Cochran Avenue
Los Angeles, CA 90019
Re:Dave Inc.
Post-Effective Amendment No. 2 to Form S-1 on Form S-3
Filed May 1, 2023
File No. 333-262478
Dear Jason Wilk:
            We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 2 to Form S-1 on Form S-3 filed May 1, 2023
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the Sponsor, private placement investors, and other selling securityholders
acquired their shares and warrants, and the price that the public securityholders acquired
their shares and warrants. Disclose that while the Sponsor, private placement investors,
and other selling securityholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of return
on the securities they purchased due to differences in the purchase prices and the current
trading price. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor

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disclosure.
2.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that the principal securityholders, the beneficial owners of over 45% of
your outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
3.We note that the projected revenues for 2021 were $193 million, for 2022 were $377
million, and for 2023 were $533 million, as set forth in the unaudited prospective financial
information management prepared and provided to the Board, the company’s financial
advisors and VPCC in connection with the evaluation of the Business Combination. We
also note that your actual revenues for the year ended 2021 were approximately
$79 million, for the year ended 2022 were approximately $106 million, and for the three
months ended March 31, 2023 were approximately $58 million. It appears that you missed
your 2021 and 2022 revenue projections and will miss your 2023 revenue projection.
Please update your disclosure to provide updated information about the company’s
financial position and further risks to the business operations and liquidity in light of these
circumstances.
Prospectus Cover Page, page i
4.For each of the shares of Class A common stock being registered for resale, disclose the
price that the selling securityholders paid for such securities or the shares or warrants
overlying the securities.
5.Disclose the exercise prices of the warrants compared to the market price of the
underlying securities.  If the warrants are out of the money, please disclose the likelihood
that warrant holders will not exercise their warrants.  Provide similar disclosure in the
prospectus summary, risk factors and use of proceeds section and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price.
As applicable, describe the impact on your liquidity and discuss the ability of your
company to fund your operations on a prospective basis with your current cash on hand.
6.We note that the shares being registered for resale will constitute a considerable
percentage of your public float. We also note that it appears some of the shares being
registered for resale were purchased by the selling securityholders for prices below the
current market price of the Class A common stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the Class A common stock.
Overview, page 4
7.In light of the unlikelihood that the company will receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the

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 Comapany NameDave Inc.
 May 25, 2023 Page 3
 FirstName LastName
Jason Wilk
Dave Inc.
May 25, 2023
Page 3
warrants and the current trading price of the Class A common stock, expand your
discussion of capital resources to address any changes in the company’s liquidity position
since the business combination. If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.
Risk Factors, page 7
8.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even though the current trading
price is below the SPAC IPO price, the private investors have an incentive to sell because
they will still profit on sales because of the lower price that they purchased their shares
than the public investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Madeleine Mateo at 202-551-3465 or Susan Block at 202-551-3210
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Albert W. Vanderlaan