TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo February 23, 2021 Scott Zemnick General Counsel VPC Impact Acquisition Holdings III, Inc. Victory Park Capital Advisors, LLC 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 Re: VPC Impact Acquisition Holdings III, Inc. Registration Statement on Form S-1 Filed January 29, 2021 File No. 333-252577 Dear Mr. Zemnick: We have reviewed your 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. Registration Statement on Form S-1 filed January 29, 2021 Provisions in our amended and restated certificate of incorporation . . ., page 68 1. We note your disclosure that the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Please revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Signatures, page II-9 2. You refer to the incorrect registrant below the first paragraph of text on this page. Please Scott Zemnick VPC Impact Acquisition Holdings III, Inc. February 23, 2021 Page 2 revise to include the signature of the correct registrant. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Charles Eastman at (202) 551-3794 or Jean Yu at (202) 551-3305 if you have questions regarding comments on the financial statements and related matters. Please contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202) 551-3754 with any other questions. Sincerely, FirstName LastNameScott Zemnick Division of Corporation Finance Comapany NameVPC Impact Acquisition Holdings III, Inc. Office of Manufacturing February 23, 2021 Page 2 cc: Joel L. Rubinstein FirstName LastName