Business Context and Reporting Period
This Form 8-K was filed by VPC Impact Acquisition Holdings III, Inc., a special purpose acquisition company, on November 23, 2021. Although the request identifies Dave Inc., Dave Inc. is not the registrant named in the filing. The matter relates to the registrant’s financial statements for the quarter ended September 30, 2021 and previously reported periods.
Financial Reporting Matter
- Management reevaluated the accounting classification under ASC 480-10-S99-3A of redeemable Class A common shares issued in the March 4, 2021 initial public offering.
- The company determined that all public shares should have been classified as temporary equity rather than partially classified as permanent equity.
- The filing does not provide revised amounts for stockholders’ equity, temporary equity, or other affected line items.
- The company stated that the correction is not expected to affect cash or cash held in the IPO trust account.
Material Changes Versus Prior Reports
- Previously issued financial statements should no longer be relied upon for the affected periods.
- Affected periods include the audited balance sheet as of March 9, 2021, as previously restated; the quarterly financial statements for the period ended March 31, 2021; and the quarterly financial statements for the period ended June 30, 2021.
- The company intended to restate the affected financial statements in Amendment No. 1 to its third-quarter Form 10-Q, expected to be filed by November 23, 2021.
Controls, Risks, and Outlook
- Management concluded that the classification error constituted a material weakness in internal control over financial reporting.
- Disclosure controls and procedures were determined to be ineffective.
- The company stated that a remediation plan would be described in the amended third-quarter Form 10-Q.
- Management and the audit committee discussed the matter with WithumSmith+Brown, PC, the independent registered public accounting firm.
- Forward-looking statements concerning the restatement, cash position, trust account, and remediation measures are subject to risks and uncertainties. The company undertook no obligation to update them.
Key Facts to Verify
- Confirm filing of the amended third-quarter Form 10-Q and the final restated presentation of public shares.
- Review the quantified impact on temporary equity, permanent equity, accumulated deficit, and per-share amounts.
- Assess the remediation plan and whether the material weakness was subsequently remediated.
- Verify that cash and trust-account balances were unchanged by the accounting correction.
- Confirm the relevance of this filing to Dave Inc., because the filing’s registrant is VPC Impact Acquisition Holdings III, Inc.