SEC Form 8-K Summary
Business context and reporting period
VPC Impact Acquisition Holdings III, Inc. (VPCC), a special purpose acquisition company, filed this Form 8-K on December 20, 2021. The filing concerns its previously announced business combination with Dave Inc. and related changes to the public listing of VPCC securities.
Key financial metrics
This filing does not provide financial statements, revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics for VPCC or Dave.
Material changes versus the prior comparable period
- VPCC notified the New York Stock Exchange of its intent to voluntarily withdraw its common stock, warrants, and units from NYSE following completion of the business combination.
- The NYSE withdrawal was expected after market close on January 5, 2022, assuming the business combination closed on that date.
- Following closing, VPCC expected to change its name to Dave Inc. and list its common stock and warrants on Nasdaq under the symbols “DAVE” and “DAVEW,” respectively, on or about January 6, 2022.
- The Form S-4 registration statement was declared effective by the SEC on December 9, 2021, and VPCC filed its definitive proxy statement/prospectus on December 13, 2021.
Guidance, outlook, risks, contingencies, and unusual items
The anticipated listing changes and business combination remained subject to closing conditions and were not guaranteed. Identified risks included failure to obtain required approval from VPCC stockholders or Dave members, termination of the merger agreement, insufficient cash after shareholder redemptions, failure to satisfy national exchange listing standards, and other conditions to closing.
The filing contains forward-looking statements regarding the special meeting, transaction closing, NYSE delisting, and Nasdaq listing. Management cautioned that actual timing and outcomes could differ materially because of business, economic, competitive, and regulatory uncertainties.
The filing also states that the Regulation FD disclosure and Exhibit 99.1 press release were furnished, rather than filed, for purposes of Section 18 of the Exchange Act, except where expressly incorporated by reference.
Important facts for investors to verify
- Whether the business combination closed on the anticipated January 5, 2022 date.
- Whether VPCC obtained all required stockholder and Dave member approvals and satisfied all closing conditions.
- The amount of cash remaining after any VPCC shareholder redemptions and whether minimum cash requirements were met.
- Whether the NYSE withdrawal and Nasdaq listing occurred as scheduled, including commencement under the “DAVE” and “DAVEW” symbols.
- The definitive transaction terms, capitalization, ownership, financial condition, and risk factors in the Form S-4 and definitive proxy statement/prospectus.