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United States securities and exchange commission logo
November 18, 2021
Scott R. Zemnick
Founder Holder
VPC Impact Acquisition Holdings III, Inc.
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Re: VPC Impact
Acquisition Holdings III, Inc.
Amendment No. 1 to
Registration
Statement on Form S-4
Filed November 2,
2021
File No. 333-260083
Dear Mr. Zemnick:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 26, 2021 letter.
Amended Registration Statement filed November 2, 2021
General
1. Refer to Note 2 to the
Condensed Consolidated Financial Statements (Unaudited) of your
Form 10-Q for the
Quarterly Period Ended September 30, 2021. We note your disclosure
regarding the revision
of previously issued financial statements related to the accounting
for your Class A common
stock subject to possible redemption. In light of the nature of
the error and the
potential quantitative significance to certain of the individual line items
within temporary and
permanent equity, as well as your earnings per share calculations,
please provide us with
your SAB 99 analysis and tell us your consideration of amending
your previously filed
financial statements and filing an Item 4.02 Form 8-K stating that
Scott R. Zemnick
FirstName LastNameScott R. Zemnick
VPC Impact Acquisition Holdings III, Inc.
Comapany 18,
November NameVPC
2021 Impact Acquisition Holdings III, Inc.
November
Page 2 18, 2021 Page 2
FirstName LastName
such financial statements should no longer be relied upon. In
addition, please also
consider the need to reassess your conclusions as to whether the error
should be
characterized as a material weakness.
Material United States Federal Income Tax Considerations, page 159
2. Please refer to your response to comment 1. We note that the Agreement
and Plan of
Merger provides that the parties intends the transaction to qualify as
a "reorganization"
within the meaning of Section 368 of the Internal Revenue Code. Given
that holders of
Dave equity interests will receive as consideration for the
transaction shares of VPCC
common stock issued under this registration statement, please disclose
the material tax
consequences to these holders and file an opinion of tax counsel.
Provision for unrecoverable advances, page 224
3. We note your response to comment 4 and your revised disclosure on
pages 224 and 227
that the increase in the provision for unrecoverable advances was
primarily attributable to
an increase in the write-offs of Member advances and an increase (FY
2020) or decrease
(FY 2019) to the allowance for unrecoverable advances. Please address
the following as it
relates to this disclosure:
Given that the provision is used to increase or decrease the
allowance for
unrecoverable advances, your disclosure that the increase in the
provision is partially
attributable to an increase or decrease in the allowance does not
provide any
substantive reasoning for the fluctuation in the provision. In
order to provide a more
concise explanation, please revise your disclosure to explain how
factors such as loss
experience, cash recovery patterns, the nature and volume of the
portfolio, economic
conditions, and other factors impacted your determination of the
allowance for
unrecoverable advances, which in turn drives the provision for
unrecoverable
advances for each period presented.
In preparing your revised disclosures, please differentiate
between the impact of
historical write-offs on the determination of the allowance for
unrecoverable
advances at each period end, and thus the amount of provision for
each period
presented (e.g., historical loss experience influences the
determination of the
allowance and thus the amount of provision for each period
presented), versus the
impact of write-offs for each presented on the allowance for
unrecoverable advances
(e.g., write-offs are a direct reduction to the allowance).
If you choose to quantify the impact of write-offs or any other
factors on the
provision for unrecoverable advances, please revise your
disclosure to adequately
explain how you determined the amount for each factor presented.
In this regard, we
are unclear how you determined that the increase to the provision
for unrecoverable
advances was attributed to a specific dollar amount increase in
the write-offs of
member advances and a specific dollar amount increase or decrease
to the allowance
Scott R. Zemnick
FirstName LastNameScott R. Zemnick
VPC Impact Acquisition Holdings III, Inc.
Comapany 18,
November NameVPC
2021 Impact Acquisition Holdings III, Inc.
November
Page 3 18, 2021 Page 3
FirstName LastName
for unrecoverable advances.
Note 2. Restatement of Previously-Issued Financial Statements, page F-71
4. Please tell us why the adjustments to member advances, net of
allowance for
unrecoverable advances, and the provision for unrecoverable advances
offset each other in
FY 2019, but not in FY 2020.
Note 3. Significant Accounting Policies
Member Advances, page F-76
5. We note your disclosure on pages 221, 237, F-47 and F-76 that
subsequent recoveries of
Member advances are recorded as a reduction to the provision for
unrecoverable advances
expense in the condensed consolidated statements of operations. Please
tell us why
recoveries are recorded as a reduction to the provision for
unrecoverable advances
expense rather than an offsetting credit to the allowance for
unrecoverable advances.
Provide us with an example of your journal entries to record an
allowance for
unrecoverable advances, a write-off of an advance, and for the
subsequent recovery of an
advance. In addition, please tell us the applicable authoritative
accounting guidance
considered to support subsequent recoveries being recorded as a
reduction to the provision
for unrecoverable advances expense.
Note 5. Member Cash Advances, Net, page F-87
6. We note your disclosure on page F-87 that in connection with the
adjustments to correct
the understatement of the provision for unrecoverable advances
expense, the Company
recorded a provision for unrecoverable advances expense for the years
ended December
31, 2020 and 2019, of approximately $2.3 million and $1.6 million,
respectively. Please
reconcile this disclosure to your disclosure in Note 2 beginning on
page F-71, which
indicates that the adjustment to the provision was $6.1 million and
$2.7 million for the
years ended December 31, 2020 and 2019, respectively.
7. Please tell us how the provision for unrecoverable advances expense of
approximately
$2.3 million and $1.6 million for the years ended December 31, 2020
and 2019,
respectively, is reflected in the roll-forward of the allowance for
unrecoverable advances.
In the event it is not reflected in the roll-forward, please tell us
why it is not included.
8. We note that the provision for unrecoverable advances of $23.2 million
and $18.1 million
for the years ended December 31, 2020 and 2019, respectively, as shown
in the roll-
forward of the allowance for unrecoverable advances on page F-87 does
not agree with
the provision for unrecoverable advances of $25.5 million and $19.7
million as shown in
the restated consolidated statements of operations on page F-67 and
Note 2 (Restatement
of Previously-Issued Financial Statements) on pages F-72 and F-73 .
Please explain this
apparent discrepancy and revise your disclosures as necessary.
9. Please explain why recoveries are no longer reflected in the
roll-forward of the allowance
Scott R. Zemnick
VPC Impact Acquisition Holdings III, Inc.
November 18, 2021
Page 4
for unrecoverable advances. In this regard, we note that disclosure on
page F-56 of the
original DRS filed on August 2, 2021 included a reconciling item for
recoveries totaling
$1.3 million in FY 2019 and $4.7 million in FY 2020, which is no longer
presented in the
roll-forward on page F-87.
You may contact William Schroeder at 202-551-3294 or Ben Phippen at
202-551-3697 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams at 202-551-
3217 with any
other questions.
Sincerely,
FirstName LastNameScott R. Zemnick
Division of Corporation
Finance
Comapany NameVPC Impact Acquisition Holdings III, Inc.
Office of Finance
November 18, 2021 Page 4
cc: Era Anagnosti
FirstName LastName