Correspondence 0001193125-23-197817 from Dave Inc./DE (DAVE)
Dave Inc./DE
Date: July 28, 2023 · CIK: 0001841408 · Accession: 0001193125-23-197817
AI Filing Summary & Sentiment
File numbers found in text: 333-262478
Referenced dates: July 21, 2023
Letter
July 28, 2023
Orrick, Herrington & Sutcliffe LLP
222 Berkeley Street
VIA EDGAR
Suite 2000
Boston, MA 02116-3740
+1 617 880 1800
United States Securities and Exchange Commission
Division of Corporation Finance
orrick.com
Office of Finance
100 F Street NE
Washington, D.C. 20549
Attn: Madeleine Mateo
Susan Block
Re: Dave Inc.
Post-Effective Amendment No. 3 to Form S-1 on Form S-3
Filed July 6, 2023
File No. 333-262478
Ladies and Gentlemen:
On behalf of our client, Dave Inc., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced Post-Effective Amendment No. 3 to Form S-1 on Form S-3 filed on July 6, 2023 (the “Registration Statement”), contained in the Staff’s letter dated July 21, 2023 (the “Comment Letter”).
The Company has publicly filed via EDGAR its amended Post-Effective Amendment No. 4 to Form S-1 on Form S-3 (the “Amended Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Amended Registration Statement.
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.
Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page of the Amended Registration Statement.
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.
Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page of the Amended Registration Statement.
* * *
Please do not hesitate to contact Albert Vanderlaan at (617) 880-2219 of Orrick, Herrington & Sutcliffe LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Albert Vanderlaan
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CORRESP 1 filename1.htm CORRESP July 28, 2023 Orrick, Herrington & Sutcliffe LLP 222 Berkeley Street VIA EDGAR Suite 2000 Boston, MA 02116-3740 +1 617 880 1800 United States Securities and Exchange Commission Division of Corporation Finance orrick.com Office of Finance 100 F Street NE Washington, D.C. 20549 Attn: Madeleine Mateo Susan Block Re: Dave Inc. Post-Effective Amendment No. 3 to Form S-1 on Form S-3 Filed July 6, 2023 File No. 333-262478 Ladies and Gentlemen: On behalf of our client, Dave Inc., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced Post-Effective Amendment No. 3 to Form S-1 on Form S-3 filed on July 6, 2023 (the “Registration Statement”), contained in the Staff’s letter dated July 21, 2023 (the “Comment Letter”). The Company has publicly filed via EDGAR its amended Post-Effective Amendment No. 4 to Form S-1 on Form S-3 (the “Amended Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Amended Registration Statement. 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. Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page of the Amended Registration Statement. 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. Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page of the Amended Registration Statement. * * * Please do not hesitate to contact Albert Vanderlaan at (617) 880-2219 of Orrick, Herrington & Sutcliffe LLP with any questions or comments regarding this letter. Sincerely, /s/ Albert Vanderlaan cc: Kyle Beilman, Dave Inc.