VPC Impact Acquisition Holdings III, Inc. (NYSE: VPCC) (“VPCC”),
announced today that it has filed with the U.S. Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4
(the “Registration Statement”), which includes a preliminary proxy
statement/prospectus of VPCC in connection with the proposed
business combination (the “Proposed Business Combination”) with
Dave Inc. (“Dave”), a banking app on a mission to create financial
opportunity that advances America’s collective potential.
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Upon the consummation of the Proposed Business Combination, VPCC
will be renamed “Dave Inc.” and is anticipated to become a
Nasdaq-listed public company trading under the ticker symbol
“DAVE.”
The Proposed Business Combination, which was announced on June
7, 2021, has been unanimously approved by the Boards of Directors
of VPCC and Dave, and is expected to close in the fourth quarter of
2021, subject to VPCC stockholder approval, the Registration
Statement being declared effective by the SEC, and other regulatory
and customary closing conditions.
Centerview Partners LLC is serving as exclusive financial
advisor and Orrick, Herrington & Sutcliffe LLP is serving as
legal advisor to Dave. Citigroup and Jefferies are serving as
capital markets advisors to VPCC and co-placement agents on the
PIPE. White & Case LLP is serving as legal advisor to VPCC.
About VPC Impact Acquisition Holdings III, Inc.
VPC Impact Acquisition Holdings III, Inc.’s acquisition and
value creation strategy is to identify, partner with and help grow
a business in the Fintech industry headquartered or with operations
in the United States. VPCC’s sponsor is an affiliate of Victory
Park Capital, a global investment firm with a long track record of
executing debt and equity financing transactions with some of the
largest global Fintech companies. The firm was founded in 2007 and
is headquartered in Chicago with additional resources in New York,
Los Angeles and Austin. Victory Park Capital is privately held and
a Registered Investment Advisor with the SEC. For more information,
please visit:
www.victoryparkcapital.com/vih/vpc-impact-acquisition-holdings-iii/.
About Dave
Dave is a banking app on a mission to create financial
opportunity that advances America’s collective potential. Dave's
financial tools, including its debit card and spending account,
help more than 10 million customers bank, budget, avoid overdraft
fees, find work and build credit. For more information, visit
www.dave.com.
Important Information About the Proposed Business Combination
and Where to Find It.
In connection with the Proposed Business Combination, a
Registration Statement on Form S-4 (the “Form S-4”) has been filed
by VPCC with the Securities and Exchange Commission (the “SEC”).
The Form S-4 includes a proxy statement to be distributed to
holders of VPCC’s common stock in connection with VPCC’s
solicitation for proxies for the vote by VPCC’s stockholders in
connection with the Proposed Business Combination and other matters
as described in the Form S-4, as well as a prospectus of VPCC
relating to the offer of the securities to be issued in connection
with the completion of the Proposed Business Combination. This
document does not contain all the information that should be
considered concerning the Proposed Business Combination and is not
intended to form the basis of any investment decision or any other
investment decision in respect of the Proposed Business
Combination. VPCC and Dave urge investors, stockholders and
other interested persons to read the preliminary proxy
statement/prospectus included in the Form S-4 and, when available,
the amendments thereto and the definitive proxy
statement/prospectus as well as other documents filed with the SEC
in connection with the Proposed Business Combination, as these
materials will contain important information about VPCC, Dave, and
the Proposed Business Combination. After the Form S-4 has been
filed and declared effective, the definitive proxy
statement/prospectus will be mailed to VPCC’s stockholders as of a
record date to be established for voting on the Proposed Business
Combination. Stockholders will also be able to obtain copies of
such documents, without charge, once available, at the SEC’s
website at www.sec.gov, or by emailing
vih3info@victoryparkcapital.com or by directing a request to VPCC’s
Secretary at c/o Victory Park Capital Advisors, LLC, 150 North
Riverside Plaza, Suite 5200, Chicago, IL 60606.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE PROPOSED BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No Offer or Solicitation.
This communication does not constitute an offer, or a
solicitation of an offer, to buy or sell any securities, investment
or other specific product, or a solicitation of any vote or
approval, nor shall there be any sale of securities, investment or
other specific product in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or exemptions therefrom, and otherwise in
accordance with applicable law.
Participants in the Solicitation.
VPCC, Dave and their respective directors, executive officers
and other members of their management and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of VPCC’s stockholders in connection with the Proposed
Business Combination. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies of VPCC’s stockholders in connection with the Proposed
Business Combination is set forth in the proxy statement/prospectus
for the Proposed Business Combination contained in the Form S-4,
and will also be included in the definitive proxy
statement/prospectus for the Proposed Business Combination when
available. Information concerning the interests of VPCC’s and
Dave’s participants in the solicitation, which may, in some cases,
be different than those of VPCC’s and Dave’s equity holders
generally, is also set forth in the proxy statement/prospectus
relating to the Proposed Business Combination contained in the Form
S-4, and will also be included in the definitive proxy
statement/prospectus for the Proposed Business Combination when
available.
Forward-Looking Statements.
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. VPCC and Dave’s actual
results may differ from their expectations, estimates, and
projections and, consequently, you should not rely on these
forward-looking statements as predictions of future events. All
statements other than statements of historical facts contained in
this communication are forward-looking statements. Forward-looking
statements may generally be identified by the use of words such as
“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “project,”
“forecast,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” “target” or other similar expressions (or negative
versions of such words or expressions) that predict or indicate
future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not
limited to, statements regarding estimates and forecasts of other
financial and performance metrics and projections of market
opportunity and market share. These statements are based on various
assumptions, whether or not identified in this communication, and
on the current expectations of Dave’s and VPCC’s management and are
not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and may differ from assumptions
and such differences may be material. Many actual events and
circumstances are beyond the control of Dave and VPCC.
These forward-looking statements are subject to a number of
risks and uncertainties, including (i) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the Agreement and Plan of Merger dated June 7, 2021
(the “Merger Agreement”); (ii) the outcome of any legal proceedings
that may be instituted against VPCC and Dave following the
announcement of the Merger Agreement and the transactions
contemplated therein; (iii) the inability to complete the Proposed
Business Combination, including due to failure to obtain approval
of the stockholders of VPCC, certain regulatory approvals, or the
satisfaction of other conditions to closing in the Merger
Agreement; (iv) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the Merger
Agreement or could otherwise cause the transaction to fail to
close; (v) the impact of the COVID-19 pandemic on Dave’s business
and/or the ability of the parties to complete the Proposed Business
Combination; (vi) the inability to obtain or maintain the listing
of the combined company’s common stock on the New York Stock
Exchange or Nasdaq following the Proposed Business Combination;
(vii) the risk that the Proposed Business Combination disrupts
current plans and operations as a result of the announcement and
consummation of the Proposed Business Combination; (viii) the
ability to recognize the anticipated benefits of the Proposed
Business Combination, which may be affected by, among other things,
competition, the ability of Dave to grow and manage growth
profitably, and retain its key employees; (ix) costs related to the
Proposed Business Combination; (x) changes in applicable laws or
regulations; (xi) the possibility that Dave, or VPCC may be
adversely affected by other economic, business, and/or competitive
factors; (xii) and those factors discussed in VPCC’s final
prospectus filed with the SEC on March 8, 2021 under the heading
“Risk Factors” and the Form S-4 under the heading “Risk Factors”
and other documents of VPCC filed, or to be filed, with the SEC. If
any of these risks materialize or VPCC’s or Dave’s assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that neither VPCC nor Dave presently know or that
VPCC and Dave currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect VPCC’s and Dave’s expectations, plans or forecasts of
future events and views as of the date of this communication. All
subsequent written and oral forward-looking statements concerning
VPCC or Dave, the transactions described herein or other matters
and attributable to VPCC, Dave or any person acting on their behalf
are expressly qualified in their entirety by the cautionary
statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Each of VPCC and Dave expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in their expectations with respect thereto or
any change in events, conditions, or circumstances on which any
statement is based, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211006005656/en/
Dave Media press@dave.com Investors DaveIR@icrinc.com
VPC Impact Acquisition Holdings III, Inc. Media Jordan
Niezelski, Edelman jordan.niezelski@edelman.com Investors
vih3info@victoryparkcapital.com
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