Filing Summary
Registrant: VPC Impact Acquisition Holdings III, Inc. (VPCC), a special purpose acquisition company. Report date: October 6, 2021. The filing reports Regulation FD disclosure regarding VPCC’s proposed business combination with Dave Inc.
Business Context and Transaction
- VPCC announced that it filed a registration statement on Form S-4 with the SEC containing a preliminary proxy statement/prospectus for the proposed business combination with Dave.
- The transaction is governed by the Agreement and Plan of Merger dated June 7, 2021.
- The Form S-4 is intended to support VPCC stockholder approval, describe the securities to be issued at closing, and provide transaction information to investors.
- The filing states that the information in Item 7.01 and Exhibit 99.1 is furnished, not filed for purposes of Exchange Act Section 18 liability.
Financial Metrics and Liquidity
The filing does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, operating results, or other financial metrics for Dave or VPCC.
Changes Versus Prior Period
No period-over-period financial or operating comparison is provided. The material development is the filing of the preliminary Form S-4 in connection with the proposed business combination.
Guidance, Outlook, Risks, and Contingencies
- The filing contains forward-looking statements regarding projected financial and performance metrics, market opportunity, market share, and potential benefits of the proposed transaction. These statements are expressly not guarantees or predictions of actual performance.
- Completion of the transaction remains subject to conditions, including VPCC stockholder approval, applicable regulatory approvals, and other requirements under the merger agreement.
- Key risks include termination or failure to close the merger, litigation, COVID-19 effects, inability to obtain or maintain a listing on the NYSE or Nasdaq, transaction costs, changes in law or regulation, competition, profitable growth execution, and retention of key employees.
- The filing also cautions that the combined company may not realize the anticipated benefits of the transaction and that actual results may differ materially from projections.
- The SEC has not approved or disapproved the proposed transaction or passed upon its merits.
Important Facts to Verify
- Review the preliminary Form S-4, subsequent amendments, and the definitive proxy statement/prospectus when available.
- Verify the proposed transaction structure, consideration, ownership, dilution, redemption terms, and securities to be issued.
- Confirm the required stockholder, regulatory, listing, and other closing conditions and their status.
- Assess Dave’s historical financial statements, forecasts, liquidity, debt, operating metrics, and risk factors in the Form S-4.
- Review any litigation, transaction expenses, COVID-19 impacts, and changes to the merger agreement before relying on the proposed closing or projected benefits.