SEC Comment Letter 0000000000-23-007829 to Dave Inc./DE (DAVE)
Dave Inc./DE
Date: July 21, 2023 · CIK: 0001841408 · Accession: 0000000000-23-007829
AI Filing Summary & Sentiment
File numbers found in text: 333-262478
Letter
United States securities and exchange commission logo July 21, 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. 3 to Form S-1 on Form S-3 Filed July 6, 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. 3 to Form S-1 on Form S-3 filed July 6, 2023 Cover Page 1.We note your response to prior comment 1 and reissue in part. Please revise to also include the price originally paid for the Class V common stock that is convertible into Class A Common Stock. 2.We note your response to prior comment 5 and reissue in part. If the warrants are out of the money, please disclose on the cover page the likelihood that warrant holders will not exercise their warrants.
FirstName LastNameJason Wilk Comapany NameDave Inc. July 21, 2023 Page 2 FirstName LastName Jason Wilk Dave Inc. July 21, 2023 Page 2 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. Please contact Madeleine Mateo at 202-551-3465 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Albert W. Vanderlaan
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United States securities and exchange commission logo
July 21, 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. 3 to Form S-1 on Form S-3
Filed July 6, 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. 3 to Form S-1 on Form S-3 filed July 6, 2023
Cover Page
1.We note your response to prior comment 1 and reissue in part. Please revise to also
include the price originally paid for the Class V common stock that is convertible into
Class A Common Stock.
2.We note your response to prior comment 5 and reissue in part. If the warrants are out of
the money, please disclose on the cover page the likelihood that warrant holders will not
exercise their warrants.
FirstName LastNameJason Wilk
Comapany NameDave Inc.
July 21, 2023 Page 2
FirstName LastName
Jason Wilk
Dave Inc.
July 21, 2023
Page 2
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.
Please contact Madeleine Mateo at 202-551-3465 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Albert W. Vanderlaan