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United States securities and exchange commission logo
July 21, 2023
Jason Wilk
Chief Executive Officer and Director
Dave Inc.
1265 South Cochran Avenue
Los Angeles, CA 90019
Re: Dave Inc.
Post-Effective
Amendment No. 3 to Form S-1 on Form S-3
Filed July 6, 2023
File No. 333-262478
Dear Jason Wilk:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 3 to Form S-1 on Form S-3 filed July 6,
2023
Cover Page
1. We note your response
to prior comment 1 and reissue in part. Please revise to also
include the price
originally paid for the Class V common stock that is convertible into
Class A Common Stock.
2. We note your response
to prior comment 5 and reissue in part. If the warrants are out of
the money, please
disclose on the cover page the likelihood that warrant holders will not
exercise their
warrants.
Jason Wilk
FirstName
Dave Inc. LastNameJason Wilk
Comapany
July NameDave Inc.
21, 2023
July 21,
Page 2 2023 Page 2
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Madeleine Mateo at 202-551-3465 or Susan Block at
202-551-3210 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Albert W. Vanderlaan