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CORRESP
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CORRESP

 August 28, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

Washington, D.C. 20549

Attention:
  Todd Schiffman

  James Lopez

 RE:  Dave
Inc.

 Form 10-K for Fiscal Year Ended December 31, 2023

Filed March 5, 2024

File No. 001-40161

Ladies and Gentlemen:

 This letter is submitted
on behalf of Dave Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in the letter dated
July 31, 2024 (the “Comment Letter”) regarding the Company’s Annual Report on Form 10-K filed March 5, 2024 (the “2023 Form 10-K”).

 For your reference, the text of each of the Staff’s comments is reproduced below in italics, which are numbered to correspond with
the numbers set forth in the Comment Letter. The Company’s responses to each comment immediately follow the reproduced text in regular typeface. All pages references are to the 2023 Form 10-K, unless
specified otherwise.

 Form 10-K for fiscal year ended 12/31/2023

Demand Deposit Account: Dave Banking, page 8

1.
 We note the statement on page 8 regarding your digital demand deposit account issued by Evolve. We also note
disclosure on your website, including the Dave Spending Account Deposit Agreement, which states that customer funds become eligible for FDIC insurance immediately upon placement into a “Sub-Deposit
Account at a Priority Bank.” Please revise future filings here or under “Regulation of our bank partnership model” on page 16 to summarize and further explain your key third party relationships, including with the Priority Bank and Sub-Account entities. Disclose the relevant third parties and material terms of the relationships used to provide services to your customers. In this regard, advise us with a view toward future disclosure of:

•

 the extent to which your customers’ funds are moved between or held in custodian or other accounts;

 Under the Bank Services Agreement entered into between the Company (and its subsidiaries) and Evolve Bank and Trust
(“Evolve”), and as described on page 10, Evolve is the sole bank at which consumer Sub-Deposit Accounts may be established and into which customer funds may be placed. We are in the process of
updating disclosure on our website, including the Dave Spending Account Deposit Agreement, in an effort to clarify that Evolve is the sole bank at which a consumer’s Sub-Deposit Account is established.
This effort includes working with Evolve to make clarifying changes to all of its Deposit Account Agreements offered through the Dave platform.

Additionally, the Company added the following clarifying disclosure on page 34 of the Form 10-Q for the
quarterly period ended June 30, 2024, which was filed on August 6, 2024 (the “Q2 2024 Form 10-Q”), to indicate that Evolve is currently the Company’s only partner bank:

We currently rely on agreements with Evolve, our only bank partner, to provide ExtraCash and other deposit accounts, debit card services and
other transaction services to us and our Members.

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Dave Inc. 1265 South Cochran Ave. Los Angeles, CA 90019

•

 whether any of your products and services or third-party vendors hold funds temporarily or indefinitely
without FDIC insurance (for example, we note the referenced on page 10 to Galileo);

 We advise the Staff that
customer funds subject to FDIC insurance are not held by Galileo nor are they held by the Company or by any other provider besides Evolve. In our future filings, we will clarify Galileo’s role in our business operations.

•

 when the funds deposited via the Dave app become subject to FDIC insurance;

•

 what conditions or regulatory requirements must be satisfied for such insurance coverage to apply;

 In response to the Staff’s comments, we propose to expand in future filings our discussion of the regulatory
requirements for FDIC insurance coverage on the funds deposited via the Dave app under the “Regulation of our bank partnership model” section on page 16. Our additional disclosure will be similar to the following:

Additionally, the FDIC’s regulation and guidance regarding “pass-through” deposit insurance applies to the Dave Banking
accounts provided by Evolve. “Pass-through” deposit insurance is a method of insuring depositors whose funds are placed and held at an FDIC-insured bank through a third party partnering with an FDIC-insured bank, such as Dave’s
partnership with Evolve. If the following requirements are satisfied, funds deposited with Dave are insured to the same extent as if the Dave Member had deposited the funds directly with Evolve in the Member’s own name:

1.
 A relationship providing a basis for pass-through coverage is expressly disclosed in the bank’s deposit
account records. This is often accomplished through account titling indicating that a deposit account is held, for example, as agent for the benefit of others.

2.
 The identity and ownership interest of each owner is ascertainable from the bank’s deposit account records
or records maintained by the third party (or another person or entity that has agreed to maintain records on its behalf).

3.
 The underlying owners, rather than the third party that maintains the account at the insured bank, actually own
the funds.

 We work with Evolve to help ensure that these three requirements are met and that the FDIC pass- through
insurance is in effect when Evolve receives and posts the Dave Member deposits.

•

 whether you work with processors other than Galileo and whether the funds are insured when held by
processors;

 We advise the Staff that we do not work with processors other than Galileo, and as noted above, Galileo
does not hold any customer funds.

•

 whether your agreements with third parties, including with Evolve and Galileo, are material agreements under
Item 601(b)(1) of Regulation S-K.

 We advise the Staff that we plan to file
copies of the agreements with Evolve and Galileo as material agreements under Item 601(b)(10) of Regulation S-K for the Company’s Form 10-Q for the quarterly period
ending September 30, 2024. We will also analyze whether any other agreements with third parties are material agreements under Item 601(b)(10) of Regulation S-K and file as necessary.

Our Business Model, page 9

2.
 We note the statement on page 19 that you use artificial intelligence in your operations and product
offerings. We also note the discussion of AI in the last risk factor on page 21. In the future please further clarify how you and your third-party vendors deploy and utilize AI in your business. For example, it is unclear if you use AI in your
underwriting criteria, as discussed in the second risk factor on page 22.

 We advise the Staff that we will provide additional
disclosures in our future periodic reports regarding how we and our third-party vendors deploy and utilize AI in our business, including in the business, MD&A and risk factors sections as appropriate.

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Dave Inc. 1265 South Cochran Ave. Los Angeles, CA 90019

 As one example, in response to the Staff’s comment, the Company proposes to revise the last risk factor
on page 21 similar to the following in its future filings (deleted text is in strikethrough; added text is underlined):

 Use of
artificial intelligence in our operations and product offerings could result in reputational or competitive harm, legal or regulatory liability and adverse impacts on our results of operations.

We have incorporated, and expect to continue to incorporate in the future, AI solutions into our operations and product offerings,
and. For example, our underwriting engine, which we call CashAI, contains models that are built using forms of AI such as machine learning. We also have partnered with our vendor, Aisera, to offer
DaveGPT, a generative AI chat bot that offers self-service customer inquiry resolution through natural language conversations. Tthe use of AI involves various risks and challenges that could adversely affect
our business, financial conditions or results of operations. The development and deployment of AI systems involve inherent technical complexities and uncertainties, and our AI systems may encounter unexpected technical difficulties, limitations or
errors, including inaccuracies in data processing or flawed algorithms, which could compromise the reliability and effectiveness of our products and services based on AI. In addition, our competitors or other third parties may incorporate AI into
their products more quickly or more successfully than us, which could impair our ability to compete effectively.

 The use of AI
applications, including large language models, may result in cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect
our reputation and results of operations. AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, regulatory scrutiny or legal liability.

The introduction of AI technologies into our products and services may result in new or enhanced governmental or regulatory scrutiny,
litigation, confidentiality or security risks, ethical concerns or other complications that could adversely affect our business, reputation or financial results. The regulatory landscape governing AI technologies is evolving rapidly, and changes in
laws, regulations or enforcement practices may impose new compliance requirements, restrict certain AI applications or increase our regulatory obligations, which could negatively impact our business and results of operations.

Regulatory Environment, page 14

3.
 Reference is made to the sixth sentence of the first paragraph. In the future, clarify how you are
“subject to bank regulators with supervisory authority over Evolve.” If material, your revised disclosure should (1) further clarify the regulatory environment generally for nonbank operators as well as how regulations apply to your
particular operations and (2) reconcile the statement on page 14 with your disclosure in the penultimate risk factor on page 35, where you state that you are “not currently directly subject to laws and regulations applicable to traditional
banks.”

 In response to the Staff’s comment, the Company proposes to replace the last paragraph in the section entitled
“Regulation of our bank partnership model” on page 16 in its entirety with alternative language similar to the following:

 Many
laws and regulations that apply directly to Evolve indirectly impact us (and our products) as Evolve’s service provider. As such, we are subject to the supervision and enforcement authority as well as to potential direct or indirect examination
as a service provider to Evolve, by its regulators, including the Federal Reserve, Evolve’s primary regulator, the FDIC and the Arkansas State Bank Department. Such examinations would be in respect to the marketing, account opening, customer
screening (including Bank Secrecy Act, AML and Know Your Customer processes), transaction monitoring and servicing activities undertaken by the Company on Evolve’s behalf (“Bank Servicing Activities”). Some of the Bank Servicing
Activities may be outsourced by the Company (with Evolve’s permission) to third party vendors. In all cases the Company (in consultation with Evolve) sets the parameters and oversees the performance of the Bank Servicing Activities performed by
third parties.

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Dave Inc. 1265 South Cochran Ave. Los Angeles, CA 90019

 Additionally, in order to reconcile these and other statements about oversight by banking regulators with the
language in the penultimate risk factor on page 35, the Company updated the risk factor in its Q2 2024 Form 10-Q as follows (deleted text is in strikethrough; added text is underlined):

If we were to become directly subject to banking regulations or be Due to our bank partnership model, we are and will
continue to be subjected to additional third-party risk management obligations, our business model may need to be substantially altered and we may not be able to continue to operate our business as it is
currently operated.

 We are not currently directly subject to laws and regulations applicable to traditional banks.
However, bBanking products made available through us by our bank partner remain subject to regulation and supervision by our bank partner’s regulators and we, as a service provider to our bank partner, undertake certain
compliance obligations. If we were to become directly subject to banking regulations or if the third-party risk management requirements applicable to us were to change, our business model may need to be substantially altered and we may not be able
to continue to operate our business as it is currently operated. Failure by us, or any of our business partners, to comply with applicable laws and regulations could have a material adverse effect on our business, financial position and results of
operations.

 State licensing requirements and regulation , page 14

4.
 We note the statement that the application of state licensing requirements to your business model is not
always clear. You also indicate that state regulators may request or require that you obtain licenses or otherwise comply with additional requirements in the future, and you state on page 35 that “[c]ertain” states have adopted laws
regulating licensing, registration, notice filing, or other approval. You also state that you have (1) received inquiries from state regulatory agencies regarding requirements to obtain licenses, (2) responded to inquiries from
“various states,” and (3) entered into a 2021 MOU with California. With a view to disclosure in future filings, please advise us whether there are any significant updates to the status of state regulatory requirements materially
impacting you.

 In response to the Staff’s comment, the Company updated the following risk factor in its Q2 2024 Form 10-Q (added text is underlined):

 If we were found to be operating without having obtained
necessary state or local licenses, it could adversely affect our business, results of operations, financial condition, and future prospects.

Certain states have adopted laws regulating and requiring licensing, registration, notice filing, or other approval by parties that engage in
certain activities regarding consumer finance transactions. We have also received inquiries from state regulatory agencies regarding requirements to obtain licenses from or register with those states, including in states where we have determined
that we are not required to obtain such a license or be registered with the state, and we expect to continue to receive such inquiries. The application of certain consumer financial licensing laws to our platform and the related activities it
performs is not always clear, and regulatory agencies may not agree with our determinations on the applicability of such laws to us. In addition, state licensing requirements may evolve over time, including, in particular, recent trends in
legislation seeking to impose licensing requirements and regulation of parties engaged in business to consumer advance products such as ExtraCash. For example, in 2023, the banking regulators in Connecticut and Maryland issued guidance (and in
the case of Maryland, a regulatory change) (collectively, “State Regulatory Changes”) indicating that traditional “earned wage access” products would, under certain circumstances, be considered small loans under the state lending
laws, and that optional fees and tips, under certain circumstances, would be finance charges for purposes of calculating the interest rate under the state’s applicable usury limit. These State Regulatory Changes would subject those covered by
them to licensure and limitations or