8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 26, 2021

 

 

VPC Impact Acquisition Holdings III, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40161   86-1481509

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Victory Park Capital Advisors, LLC

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +1-312-701-1777

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant   VPCC.U   The New York Stock Exchange
Class A common stock, par value $0.0001   VPCC   The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   VPCC WS   The New York Stock Exchange

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 


Item 8.01.

Other Events.

On April 26, 2021, VPC Impact Acquisition Holdings III, Inc. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) included in the Units commencing on or about April 26, 2021. Each Unit consists of one share of Class A Common Stock and one-quarter of one redeemable Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on The New York Stock Exchange (“NYSE”) under the symbol “VPCC.U”, and the shares of Class A Common Stock and Warrants will separately trade on NYSE under the symbols “VPCC” and “VPCC WS”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

 

Exhibit
No.
  

Description

99.1    Press Release, dated April 23, 2021


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

VPC IMPACT ACQUISITION HOLDINGS III, INC.
By:   /s/ Gordon Watson
  Name: Gordon Watson
  Title:   Co-Chief Executive Officer

Dated: April 26, 2021

EX-99.1

Exhibit 99.1

VPC Impact Acquisition Holdings III, Inc. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 26, 2021

Chicago, IL, April 23, 2021 (BUSINESS WIRE) — VPC Impact Acquisition Holdings III, Inc. (NYSE: VPCC.U) (the “Company”) announced today that holders of the Company’s units sold in its initial public offering may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and redeemable warrants included in its units commencing on or about April 26, 2021.

No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A Common Stock and warrants that are separated will trade on The New York Stock Exchange (“NYSE”) under the symbols “VPCC” and “VPCC WS,” respectively. Those units not separated will continue to trade on NYSE under the symbol “VPCC.U.” Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and warrants.

The units were initially offered by the Company in an underwritten offering. Citigroup Global Markets Inc. and Jefferies LLC acted as joint book-running managers for the offering. A registration statement relating to the units and the underlying securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 4, 2021.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from (i) Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: 800-831-9146, or (ii) Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at 877-821-7388 or by email at Prospectus_Department@Jefferies.com.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given as to the consummation of any business combination or the terms thereof. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Victory Park Capital

Julia Sahin, Edelman

Julia.Sahin@edelman.com

646.301.2968