Delaware |
6770 |
86-1481509 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Raymond Bogenrief Elliott M. Smith Era Anagnosti White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Tel: (212) 819-8200 |
John Ricci Dave Inc. 1265 South Cochran Avenue Los Angeles, CA 90019 Tel: (844) 857-3283 |
Josh Pollick Albert W. Vanderlaan Hari Raman Orrick, Herrington & Sutcliffe LLP 631 Wilshire Boulevard, Suite 2-C Santa Monica, CA 90401 Tel: (310) 633-2800 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
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Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share (3) |
Proposed Maximum Aggregate Offering Price (3) |
Amount of Registration Fee | ||||
Class A Common Stock, par value $0.0001 per share (1)(2) |
300,392,741 |
$9.93 |
$2,982,899,918.13 |
$276,514.82 | ||||
Class V Common Stock, par value $0.0001 per share (1) |
75,573,077 |
$9.93 |
$750,440,654.61 |
$69,565.85 | ||||
Total |
$3,733,340,572.74 |
$346,080.67 (4) | ||||||
| ||||||||
|
(1) |
Based on the estimated maximum number of shares of Class A common stock, par value $0.0001 per share (“ Combined Company Class A Common Stock Combined Company Class V Common Stock Combined Company Common Stock VPCC Dave Class A Common Stock Dave Class V Common Stock Dave Stock |
(2) |
Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. |
(3) |
Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price of the Combined Company Class A Common Stock is (i) $9.93 (the average of the high and low prices of VPCC Class A common stock as reported on the New York Stock Exchange on October 1, 2021) multiplied by (ii) 300,392,741 shares of Combined Company Class A Common Stock to be registered, and the proposed aggregate maximum offering price of the Combined Company Class V Common Stock is (i) $9.93 (the average of the high and low prices of VPCC Class A common stock as reported on the New York Stock Exchange on October 1, 2021) multiplied by (ii) 75,573,077 shares of Combined Company Class V Common Stock to be registered. For purposes of calculating the registration fee, the Combined Class V Common Stock is treated as having the same value as the Combined Company Class A Common Stock as each share of Combined Class V Common Stock common stock is convertible into one share of Combined Class A Common Stock. |
(4) |
Previously paid. |
• |
each share of Dave preferred stock that is issued and outstanding immediately prior to the effective time of the First Merger (the “ Effective Time Dave Common Stock |
• |
a dual-class common stock structure to be implemented consisting of (x) Class A common stock, par value $0.00001 per share (the “ Dave Class A Common Stock Dave Stockholders Dave Class V Common Stock Dave Stock |
• |
each authorized share of the Dave Common Stock to automatically convert, effective as of the Recapitalization, into one share of Dave Class A Common Stock; and |
• |
immediately thereafter, each share of Dave Class A Common Stock held by Jason Wilk, the Chief Executive Officer and Co-Founder of Dave (“Mr. Wilk |
By Order of the VPCC Board, | ||
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Gordon Watson Co-Chief Executive Officer |
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I-1 |
• | VPCC’s ability to consummate the Business Combination; |
• | the benefits of the Business Combination; |
• | the Combined Company’s financial performance following the Business Combination; |
• | the Combined Company’s strategy, future operations, projected capital resources and financial position, estimated revenues and losses, projected costs and capital expenditures, prospects and plans; |
• | projections of market growth and size; |
• | expansion plans and opportunities; and |
• | the outcome of any known and unknown litigation and regulatory proceedings. |
• | the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement; |
• | the outcome of any legal proceedings that may be instituted against VPCC or Dave following announcement of the proposed Business Combination and transactions contemplated thereby; |
• | the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of VPCC or Dave or to satisfy other conditions to the Closing in the Merger Agreement; |
• | the ability to obtain or maintain the listing of Combined Company Class A Common Stock on Nasdaq following the Business Combination; |
• | the risk that the proposed Business Combination disrupts current plans and operations of Dave as a result of the announcement and consummation of the transactions described herein; |
• | the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Dave to manage its growth following the Business Combination; |
• | the ability of the Combined Company to protect intellectual property and trade secrets; |
• | changes in applicable laws or regulations and extensive and evolving government regulations that impact operations and business; |
• | the ability to attract or maintain a qualified workforce; |
• | level of product service failures that could lead Members to use competitors’ services; |
• | investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings; |
• | costs related to the Business Combination; |
• | the effects of the COVID-19 pandemic on the Combined Company’s business; |
• | the possibility that the Combined Company may be adversely affected by other economic, business, and/or competitive factors; and |
• | other risks and uncertainties described in this proxy statement/prospectus, including those under the section titled “ Risk Factors |
Q: |
How do I attend a virtual meeting? |
A: | As a registered stockholder of VPCC, along with this proxy statement/prospectus, you received a proxy card from Continental Stock Transfer & Trust Company, our transfer agent (“ Continental at 917-262-2373, |
Q: |
Why am I receiving this proxy statement/prospectus? |
A: |
VPCC Stockholders are being asked to consider and vote upon, among other things, a proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Business Combination (such proposal, the “ Business Combination Proposal |
Q: |
What is being voted on at the Special Meeting? |
A: |
Below are the proposals on which VPCC Stockholders will vote at the Special Meeting. |
Q: |
Are the Proposals conditioned on one another? |
A: |
Yes. The Closing is conditioned on the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal at the Special Meeting. Each of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal are cross-conditioned on the approval of each other. The Governance Proposals and the Adjournment Proposal are not conditioned on the approval of any of the other Proposals. |
Q: |
Why is VPCC providing stockholders with the opportunity to vote on the Business Combination? |
A: |
Under VPCC’s Existing Charter, VPCC must provide all holders of Public Shares with the opportunity to redeem their Public Shares upon the consummation of an initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, VPCC has elected to provide its Public Stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, VPCC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its Public Stockholders to effectuate their VPCC Share Redemptions in connection with the Closing. The approval of VPCC Stockholders of the Business Combination Proposal is also a condition to the Closing in the Merger Agreement. |
Q: |
What will happen in the Business Combination? |
A: |
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, VPCC will acquire Dave in a series of transactions we collectively refer to as the “ Business Combination |
Q: |
What conditions must be satisfied to complete the Business Combination? |
A: |
There are a number of closing conditions in the Merger Agreement, including the approval by VPCC Stockholders of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal. For a summary of the conditions that must be satisfied or waived prior to the Closing, see the section titled “ The Business Combination and the Merger Agreement—The Merger Agreement—Conditions to the Completion of the Mergers |
Q: |
How will VPCC be managed and governed following the Business Combination? |
Q: |
What equity stake will current VPCC Public Stockholders, the PIPE Investors, the Initial Stockholders and Dave Stockholders hold in VPCC following the consummation of the Transactions? |
A: |
It is anticipated that, upon completion of the Transactions, assuming no VPCC Share Redemptions (which we refer to as the “ no redemption scenario |
Beneficial Owners |
Ownership Percentage |
|||
VPCC’s existing Public Stockholders (collectively, but excluding any shares issued to such persons in connection with the PIPE Investment) |
6.5% | |||
Initial Stockholders |
1.6% | |||
Dave Interest Holders |
86.5% | |||
PIPE Investors (collectively, but excluding any Public Shares held by such persons) |
5.4% |
Beneficial Owners |
Ownership Percentage |
|||
VPCC’s existing Public Stockholders (collectively, but excluding any shares issued to such persons in connection with the PIPE Investment) |
0% | |||
Initial Stockholders |
1.5% | |||
Dave Interest Holders |
92.8% | |||
PIPE Investors (collectively, but excluding any Public Shares held by such persons) |
5.7% |
Q: |
Why is VPCC proposing the Charter Amendment Proposal? |
A: |
The Proposed Charter that VPCC is asking its stockholders to approve in connection with the Business Combination provides for, among other things, certain amendments to VPCC’s Existing Charter. Pursuant to Delaware law and the Merger Agreement, we are required to submit the Charter Amendment Proposal to the VPCC Stockholders for adoption. See the section titled “ Proposal No. 2—The Charter Amendment Proposal |
Q: |
Why is VPCC proposing the Governance Proposals? |
A: |
As required by applicable SEC guidance, VPCC is requesting that its stockholders vote upon, on a non-binding advisory basis, eight separate proposals to approve certain governance provisions contained in the Proposed Charter that materially affect stockholder rights. This separate vote on the Governance Proposals is not otherwise required by Delaware law, but pursuant to SEC guidance, VPCC is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding the Governance Proposals is an advisory vote, and is not binding on VPCC or the VPCC Board, in contrast to the vote on the Charter Amendment Proposal, which will be binding on VPCC and the VPCC Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposals. |
Q: |
Why is VPCC proposing the Director Election Proposal? |
A: |
VPCC is proposing the Director Election Proposal because the election of [●] to the Combined Company’s board of directors is a condition to the Closing in the Merger Agreement. Proposal No. 4—The Director Election Proposa l |
Q: |
Why is VPCC proposing the 2021 Equity Incentive Plan Proposal? |
A: |
VPCC is proposing the 2021 Equity Incentive Plan Proposal because the adoption of the 2021 Plan is a condition to the Closing in the Merger Agreement. Proposal No. 5—The 2021 Equity Incentive Plan Proposa l |
Q: |
Why is VPCC proposing the Employee Stock Purchase Plan Proposal? |
A: |
VPCC is proposing the Employee Stock Purchase Plan Proposal because the adoption of the Employee Stock Purchase Plan is a condition to the Closing in the Merger Agreement. Proposal No. 6—The Employee Stock Purchase Plan Proposa l |
Q: |
Why is VPCC proposing the Share Issuance Proposal? |
A: |
VPCC is proposing the Share Issuance Proposal in order to comply with NYSE listing rules, which require stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Transactions, VPCC intends to issue (subject to customary terms and conditions, including the Closing) (i) approximately 342,292,307 shares of Combined Company Common Stock in the Business Combination in both the no redemption and maximum redemption scenarios (6,000,000 of which would immediately be repurchased by VPCC in the no redemption scenario pursuant to the Repurchase Agreement) (which amount does not include the shares underlying the Rollover Options) and (ii) 21,000,000 shares of Combined Company Class A Common Stock in the PIPE Investment, plus any additional shares pursuant to subscription agreements VPCC may enter into prior to Closing. Because VPCC will issue 20% or more of its outstanding voting power and outstanding common stock in connection with the Transactions, it is required to obtain stockholder approval of such issuances pursuant to NYSE listing rules. Stockholder approval of the Share Issuance Proposal is also a condition to the Closing in the Merger Agreement. See the section titled “ Proposal No. 7 —The Share Issuance Proposal |
Q: |
Why is VPCC proposing the Repurchase Proposal? |
A: |
VPCC is proposing the Repurchase Proposal because the approval of the Repurchase is a condition to the Closing in the Merger Agreement. Proposal No. 8—The Repurchase Proposa l |
Q: |
What happens if I sell my shares of VPCC Class A Common Stock before the Special Meeting? |
A: |
The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of VPCC Class A Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of VPCC Class A Common Stock because you will no longer be able to deliver them for cancellation upon the Closing in accordance with the provisions described herein. If you transfer your shares of VPCC Class A Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata |
Q: |
What vote is required to approve the Proposals presented at the Special Meeting? |
A: |
Approval of each of the Business Combination Proposal, the Governance Proposals (on an advisory basis), the Share Issuance Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Repurchase Proposal and the Adjournment Proposal, requires the affirmative vote (in person or by proxy) of the holders of the majority of the outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class. Approval of the Charter Amendment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class. Directors are elected by a plurality of the votes cast by holders of the outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock represented in person or by proxy at the Special Meeting and entitled to vote thereon. This means that the [●] director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. |
Q: |
May our Sponsor, directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination? |
A: |
In connection with the stockholder vote to approve the proposed Business Combination, our Sponsor, directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata non-public information not disclosed to the other VPCC Stockholders. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata |
Q: |
How many votes do I have at the Special Meeting? |
A: |
VPCC Stockholders are entitled to one vote at the Special Meeting for each share of VPCC Class A Common Stock or VPCC Class B Common Stock held of record as of November 12, 2021, the record date for the Special Meeting. As of the close of business on the record date, there were a combined 31,720,748 outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock. |
Q: |
What constitutes a quorum at the Special Meeting? |
A: |
Holders of a majority in voting power of VPCC Class A Common Stock and VPCC Class B Common Stock issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the record date for the Special Meeting, 31,720,748 shares of VPCC Class A Common Stock and VPCC Class B Common Stock, in the aggregate, would be required to achieve a quorum. |
Q: |
How will VPCC’s Sponsor, directors and officers vote? |
A: |
In connection with our IPO, we entered into an agreement with our Sponsor and each of VPCC’s directors and officers, pursuant to which each agreed to vote any shares of VPCC Class A Common Stock and VPCC Class B Common Stock owned by them in favor of the Business Combination Proposal. Concurrently with the execution of the Merger Agreement, Dave, VPCC, the Sponsor, the Current Independent Directors, and the other directors and officers of VPCC entered into the Founder Holder Agreement pursuant to which, among other things, the Sponsor and the Current Independent Directors, in their capacity as holders of VPCC Class B Common Stock and/or VPCC Class A Common Stock, agreed to support the transactions contemplated by the Merger Agreement, including agreeing to vote in favor of the adoption of the Merger Agreement at the Special Meeting. Currently, our Sponsor and the Current Independent Directors collectively own approximately 20.0% of our issued and outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock, in the aggregate, including all of the Founder Shares. |
Q: |
What interests do the current officers and directors have in the Business Combination? |
A: |
In considering the recommendation of the VPCC Board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and certain of |
VPCC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. These interests include the following, among others: |
• | If we do not consummate a business combination by March 9, 2023 (or if such date is extended at a duly called meeting of the VPCC Stockholders, such later date), we would: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten(10) business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as VPCC Stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining VPCC Stockholders and the VPCC Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,284,150 shares of VPCC Class B Common Stock owned by our Sponsor and the 60,000 shares of VPCC Class B Common Stock owned by the Current Independent Directors would be worthless because following the redemption of the Public Shares, we would likely have few, if any, net assets and because the Sponsor and each of VPCC’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 5,100,214 Private Placement Warrants that the Sponsor paid $7,650,321 for will expire worthless. All of VPCC’s officers and directors have a direct or indirect economic interest in such shares. The 6,344,150 shares of Combined Company Class A Common Stock that the Initial Stockholders and their permitted transferees will hold following the Business Combination (assuming the no redemption scenario), if unrestricted and freely tradable, would have had aggregate market value of approximately $63,124,292.50 based upon the closing price of $9.95 per share of VPCC Class A Common Stock on the NYSE on October 29, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Given such shares of Combined Company Class A Common Stock will be subject to certain restrictions, we believe such shares have less value. The 5,100,214 Private Placement Warrants that the Sponsor will hold following the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $8,925,374.50 based upon the closing price of $1.77 per warrant on the NYSE on October 28, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. |
• | Affiliates of Victory Park Existing Financing Agreement |
• | Affiliates of Victory Park hold Dave Warrants that represent the right to purchase approximately 1.0% of the fully diluted equity of Dave, in the aggregate if all such Dave Warrants vest. Such Dave Warrants vest in increments equal to approximately 0.2% of the fully diluted equity of Dave for each $10 million funded by such affiliates of Victory Park to Dave under the Existing Financing Agreement, with all such Dave Warrants vesting at such time as $50 million has been funded by such affiliates of Victory Park under the Existing Financing Agreement. Once vested, the Dave Warrants may be exercised at any time prior to the earlier of (x) the fifth anniversary of the occurrence of Dave’s next equity financing in which Dave issues and sells shares of capital stock or securities yielding total equity proceeds to Dave of not less than $40 million (a “ qualified financing event liquidity event |
• | Our Sponsor and the Current Independent Directors have agreed not to redeem any of the Founder Shares or shares of VPCC Class A Common Stock held by them in connection with a stockholder vote to approve the Business Combination. |
• | Our Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, which, if unrestricted and freely tradable would be valued at approximately $63,124,292.50, based on the closing price of the VPCC Class A Common Stock on October 29, 2021 (assuming the no redemption scenario). |
• | If the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account. |
• | the continuation of Brendan Carroll, one of our existing directors, as a director of the Combined Company following the Closing. |
• | Our officers were not permitted to become a director or officer of any other blank check company until we entered into a definitive agreement regarding an initial business combination. |
• | Our Sponsor and the Current Independent Directors will lose their entire investment in us if an initial business combination is not completed. |
• | Our Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. |
• | Our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination. |
• | We will enter into the Investor Rights Agreement with our Sponsor and certain existing holder(s) of our capital stock (including the Founder Holders) and certain Dave Stockholders, which provides for registration rights to such parties. |
• | In connection with the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to VPCC and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans. |
• | Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by VPCC from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Such reimbursable out-of-pocket expenses, if any, are not expected to be material. |
Q: |
What happens if I vote against the Business Combination Proposal? |
A: |
Under VPCC’s Existing Charter, if the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by March 9, 2023, we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our Public Stockholders. |
Q: |
Do I have redemption rights? |
A: |
If you are a holder of Public Shares, you may elect to have your Public Shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the Closing, including interest not previously released to VPCC to pay its taxes, by (b) the total number of then outstanding Public Shares; provided that VPCC will not redeem any Public Shares to the extent that such redemption would result in VPCC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being less than $5,000,001. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the transfer agent in order to validly redeem its shares. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Public Shares (the “15% threshold pro rata |
tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata |
Q: |
Will how I vote affect my ability to exercise redemption rights? |
A: |
No. You may exercise your redemption rights whether you vote your shares of VPCC Class A Common Stock for or against or abstain from voting on the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by stockholders who will redeem their shares and no longer remain stockholders. |
Q: |
How do I exercise my redemption rights? |
A: |
In order to exercise your redemption rights, you must (i) if you hold your shares of VPCC Class A Common Stock through units, elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares, (ii) check the box on the enclosed proxy card marked “Stockholder Certification,” (iii) identify yourself in writing as a beneficial holder and provide your legal name, phone number and address to the transfer agent and (iv) prior to 5:00 p.m., Eastern Time, on [●], 2021 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address: |
Q: |
What are the U.S. federal income tax consequences of exercising my redemption rights? |
A: |
We expect that a U.S. holder (as defined below) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that a U.S. holder owns or is deemed to own (including through the ownership of Public Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “ Material United States Federal Income Tax Considerations |
Q: |
What are the U.S. federal income tax consequences of the Mergers to holders of VPCC Class A Common Stock? |
A: |
The holders of VPCC Class A Common Stock will incur no U.S. federal income tax consequences as a result of the Mergers. |
Q: |
If I am a warrant holder, can I exercise redemption rights with respect to my warrants? |
A: |
No. The holders of our warrants have no redemption rights with respect to our warrants. |
Q: |
Do I have appraisal rights if I object to the proposed Business Combination? |
A: |
No. There are no appraisal rights available to holders of VPCC Class A Common Stock or VPCC Class B Common Stock in connection with the Business Combination. |
Q: |
What happens to the funds deposited in the Trust Account after the Closing? |
A: |
If the Business Combination Proposal is approved, VPCC intends to use a portion of the funds held in the Trust Account (i) to pay to Public Stockholders who have properly elected to have their VPCC Class A Common Stock redeemed for cash in accordance with the provisions of VPCC’s governing documents; (ii) for income tax or other tax obligations of VPCC prior to Closing; (iii) to pay to the underwriters of the initial public offering of VPCC with respect to any deferred underwriting compensation, (iv) for any unpaid VPCC or Dave transaction costs; and (v) for repayment of loans and reimbursement of expenses to directors, officers and stockholders of VPCC. The remaining balance in the Trust Account, together with |
proceeds received from the PIPE Investment and any proceeds received from the sale of additional shares pursuant to subscription agreements that VPCC may enter into prior to Closing that are not used to satisfy VPCC’s obligations in connection with the Business Combination, will be used by the Combined Company for working capital purposes. See the section titled “ The Business Combination and the Merger Agreement |
Q: |
What happens if the Business Combination is not consummated or is terminated? |
A: |
There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “ The Business Combination and the Merger Agreement—The Merger Agreement—Termination |
Q: |
When is the Business Combination expected to be consummated? |
A: |
It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting; provided that all the requisite stockholder approvals are obtained and other conditions to the Closing have been satisfied or waived. For a description of the conditions for the Closing, see the section titled “ The Business Combination and the Merger Agreement—The Merger Agreement—Conditions to the Completion of the Mergers. |
Q: |
What do I need to do now? |
A: |
You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including “ Risk Factors |
Q: |
How do I vote? |
A: |
If you were a holder of record of VPCC Class A Common Stock or VPCC Class B Common Stock on November 12, 2021, the record date for the Special Meeting, you may vote with respect to the proposals in |
person at the Special Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee. |
Q: |
What will happen if I abstain from voting or fail to vote at the Special Meeting? |
A: |
At the Special Meeting, VPCC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, assuming a valid quorum is otherwise established, failure to vote or an abstention will have no effect on the Business Combination Proposal, the Governance Proposals, the Share Issuance Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Repurchase Proposal and the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter Amendment Proposal. |
Q: |
What will happen if I sign and submit my proxy card without indicating how I wish to vote? |
A: |
Signed and dated proxies received by VPCC without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. |
Q: |
If I am not going to attend the Special Meeting in person, should I submit my proxy card instead? |
A: |
Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
Q: |
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A: |
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. VPCC believes that each of the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. |
Q: |
May I change my vote after I have submitted my executed proxy card? |
A: |
Yes. You may change your vote by sending a later-dated, signed proxy card to VPCC’s secretary at the address listed below so that it is received by VPCC’s secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to VPCC’s secretary, which must be received prior to the Special Meeting. |
Q: |
What should I do if I receive more than one set of voting materials? |
A: |
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
Q: |
Who can help answer my questions? |
A: |
If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact: |
Q: |
Who will solicit and pay the cost of soliciting proxies? |
A: |
VPCC will pay the cost of soliciting proxies for the Special Meeting. VPCC has engaged Morrow Sodali LLC (“ Morrow out-of-pocket |
• | each share of Dave Preferred Stock that is issued and outstanding immediately prior to the Effective Time to automatically convert into a number of shares of Dave Common Stock, at their respective conversion ratio; |
• | a dual-class Dave Common Stock structure to be implemented consisting of (x) Class A common stock, par value $0.00001 per share, with respect to which each holder thereof has one (1) vote per share on each matter subject to the vote of the Dave Stockholders, and (y) Class V common stock, par value $0.00001 per share, with respect to which each holder thereof has ten (10) votes per share on each matter subject to the vote of the Dave Stockholders; |
• | each authorized share of the Dave Common Stock to automatically convert, effective as of the Recapitalization, into a share of Dave Class A Common Stock; and |
• | immediately thereafter, each share of Dave Class A Common Stock held by Jason Wilk, the Chief Executive Officer and Co-Founder of Dave, as of immediately prior to the consummation of the Recapitalization to be exchanged or converted into one (1) share of Dave Class V Common Stock. For more information about the consideration to the holders of Dave equity interests (and convertible securities), please see the section titled “The Business Combination and the Merger Agreement —The Merger Agreement —Recapitalization |
• | Public research on the industry of fintech companies that offer apps, software and other technologies to streamline mobile and online banking, sometimes referred to as the “neobank industry” and related industries, its prospects, a review of Dave’s historical financial performance and forecasts including revenues, sale projections, capital expenditures, cash flow and other relevant financial and operating metrics; |
• | Conference call meetings with Dave’s management team and representatives regarding operations, company products and services, intellectual property, end market industries, total available market for each industry and growth prospects, among other customary due diligence matters; |
• | Review of Dave’s material business contracts, corporate books and records, government regulations and filings, intellectual property and information technology and certain other legal due diligence; |
• | Financial and accounting due diligence; and |
• | The prospective financial information of Dave set forth in the materials provided by Dave. |
Beneficial Owners |
Ownership Percentage |
|||||||
No Redemption Scenario |
Maximum Redemption Scenario |
|||||||
VPCC’s existing Public Stockholders (collectively, but excluding any shares issued to such persons in connection with the PIPE Investment) |
6.5 | % | 0.0 | % | ||||
Initial Stockholders |
1.6 | % | 1.5 | % | ||||
Dave Interest Holders |
86.5 | % | 92.8 | % | ||||
PIPE Investors (collectively, but excluding any Public Shares held by such persons) |
5.4 | % | 5.7 | % | ||||
Beneficial Owners |
Voting Percentage |
|||||||
No Redemption Scenario |
Maximum Redemption Scenario |
|||||||
VPCC’s existing Public Stockholders (collectively, but excluding any shares issued to such persons in connection with the PIPE Investment) |
2.5 | % | 0.0 | % | ||||
Initial Stockholders |
0.6 | % | 0.5 | % | ||||
Dave Interest Holders |
94.9 | % | 97.5 | % | ||||
PIPE Investors (collectively, but excluding any Public Shares held by such persons) |
2.0 | % | 2.0 | % |
• | at the Special Meeting, the VPCC Stockholders must have approved: (1) the adoption of the Merger Agreement and approval of the Transactions; (2) the issuance of the number of shares of Combined Company Common Stock to be issued in connection with the First Merger; (3) an increase in the number of authorized shares of Combined Company Common Stock as may be required by the immediately preceding clause; (4) the amendment and restatement of VPCC’s governing documents to be effective from and after the Closing; (5) the adoption and approval of the Equity Incentive Plans (as defined below); (6) the election of the certain persons to the VPCC Board; (7) the approval of the Repurchase and (8) any other proposals VPCC deems necessary or desirable to consummate the Transactions; |
• | all applicable waiting periods (and any extensions thereof) under the HSR Act relating to the Transactions shall have expired or otherwise been terminated; |
• | no provision of any applicable law prohibiting, enjoining or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent order enjoining or making illegal the consummation of the Transactions will be in effect; |
• | certain specified authorizations, consents, orders, approvals, non-objections, declarations, filings or waiting periods shall have been made, received or expired, as applicable; |
• | the shares of Combined Company Class A Common Stock to be issued in connection with the Closing shall have been conditionally approved for listing upon the Closing on Nasdaq, subject only to the requirement to have a sufficient number of round lot holders and official notice of issuance; and |
• | the Registration Statement, of which this proxy statement/prospectus forms a part, must be effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before the SEC. |
• | the fundamental representations and warranties of VPCC (i.e., representations related to organization and qualification, subsidiaries, capitalization, authority relative to the Merger Agreement and VPCC’s trust account) must have been true and correct in all material respects on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date), in each case without giving effect to any limitation as to “materiality” or “VPCC Material Adverse Effect,” as defined below, or any similar limitation contained therein; and all other representations and warranties of VPCC set forth in the Merger Agreement must have been true and correct on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) (in each case, without giving effect to any limitation as to “materiality” or “VPCC Material Adverse Effect” or any similar limitation contained therein), except, in each case, where the failure of such representations and warranties of VPCC to be so true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a VPCC Material Adverse Effect; |
• | VPCC, First Merger Sub and Second Merger Sub must have performed and complied with all agreements and covenants required to be performed or complied with by them under the Merger Agreement at or prior to the Closing Date, in each case in all material respects; |
• | certain individuals must have resigned from their positions and offices with VPCC; |
• | VPCC must have delivered, or caused to be delivered, or stand ready to deliver, to Dave all of the certificates, instruments, contracts and other documents required to be delivered by VPCC pursuant to the Merger Agreement; |
• | VPCC must have made appropriate arrangements to have the cash available in the Trust Account, less any amounts required to satisfy VPCC Share Redemptions, available to VPCC for payment of Dave Transaction Costs and VPCC Transaction Costs at the Closing; and |
• | the amount of VPCC Available Cash must equal or exceed $210,000,000 (the “ VPCC Minimum Cash Condition |
• | the fundamental representations and warranties of Dave (i.e., representations related to organization and qualification, subsidiaries, capitalization, due authorization, and brokers and third party expenses) must have been true and correct in all material respects on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date), in each case without giving effect to any limitation as to “materiality” or “Dave Material Adverse Effect,” as defined below, or any similar limitation contained therein); and all other representations and warranties of Dave set forth in the Merger Agreement must have been true and correct on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct as of such earlier date) (in each case, without giving effect to any limitation as to “materiality” or “Dave Material Adverse Effect” or any similar limitation contained therein), except, in each case, where the failure of such representations and warranties of Dave to be so true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a Dave Material Adverse Effect; |
• | Dave and its subsidiaries must have performed or complied with all of its agreements and covenants required to be performed or complied with by it under the Merger Agreement on or prior to the Closing Date in all material respects; |
• | Dave must have delivered to VPCC a stockholder action by written consent (the “ Stockholder Written Consent Requisite Dave Stockholder Approval |
• | since the date of the Merger Agreement, there must not have occurred a Dave Material Adverse Effect; |
• | certain individuals must have resigned from their positions and offices with Dave; |
• | Dave must have delivered, or stand ready to deliver, to VPCC all of the certificates, instruments, contracts and other documents specified to be delivered by Dave pursuant to the Merger Agreement; and |
• | the Recapitalization shall have been consummated in accordance with and compliance with Dave’s governance documents and applicable law. |
• | by mutual written agreement of VPCC and Dave; |
• | by either VPCC or Dave if the Closing shall not have been consummated by January 31, 2022; provided |
• | by either VPCC or Dave if a governmental entity having competent jurisdiction shall have issued an order having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, including the Mergers, which order or other action is final and nonappealable; provided |
• | by Dave, if there has been a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement on the part of VPCC, First Merger Sub or Second Merger Sub, or inaccuracy in any representation or warranty of VPCC, First Merger Sub or Second Merger Sub, in either case which breach or inaccuracy would cause any of the conditions to Closing set forth in the Merger Agreement not to be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided, that provided, further, such 30-day period or such condition is otherwise satisfied); |
• | by VPCC, if there has been a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement on the part of Dave or inaccuracy in any representation or warranty of Dave, in either case which breach or inaccuracy would cause any of the conditions set forth in the Merger Agreement not to be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided, that provided, further, that such 30-day period or such condition is otherwise satisfied); |
• | by either VPCC or Dave, if the Special Meeting has been held (including any adjournments thereof), has concluded, VPCC Stockholders have duly voted, and the Requisite VPCC Stockholder Approval has not been obtained; |
• | by VPCC at any time prior to obtaining the Requisite Dave Stockholder Approval if the Dave Board shall have made a Dave Change in Recommendation; |
• | by Dave at any time prior to obtaining the Requisite VPCC Stockholder Approval if the VPCC Board shall have made a VPCC Change in Recommendation; |
• | by VPCC, in the event of a Written Consent Failure; |
• | by VPCC, if Dave has not provided, or caused to be provided, to VPCC fully executed Support Agreements, duly executed by each Written Consent Party, within 24 hours following the parties’ execution of the Merger Agreement; or |
• | by Dave, if (i) the VPCC Minimum Cash Condition becomes incapable of being satisfied at the Closing and (ii) a period of 30 business days has elapsed since such circumstances exist and, at the end of such period, such circumstances continue to exist (after giving effect to any alternative financing); provided, however, that the right to terminate the Merger Agreement is not available to Dave if Dave’s action or failure to act has been a principal cause of the failure of such VPCC Minimum Cash Condition to be satisfied and such action or failure to act constitutes a breach of the Merger Agreement. |
• | The industries in which we compete are highly competitive, which could adversely affect our results of operations. |
• | If we are unable to keep pace with the rapid technological developments in our industry and the larger financial services industry necessary to continue providing our Members with new and innovative products and services, the use of our platform and other products and services could decline. In addition, if the prices we charge for our products and services are unacceptable to our Members, our operating results will be harmed. |
• | Our non-recourse cash advances expose us to credit risk of our Members and if our underwriting criteria for making advances is not sufficient to mitigate against this risk, our financial condition and operating results could be adversely affected if a substantial number of our Members fail to repay the cash advance they receive. |
• | We may not be able to scale our business quickly enough to meet our Members’ growing needs, and if we are not able to grow efficiently, our operating results could be harmed. |
• | If we are unable to acquire new Members and retain our current members or sell additional functionality and services to them, our revenue growth will be adversely affected. |
• | We have historically incurred losses in the operation of our business. We may never achieve or sustain profitability. |
• | We operate in an uncertain regulatory environment and may from time to time be subject to governmental investigations or other inquiries by state, federal and local governmental authorities. |
• | The financial services industry continues to be targeted by new laws or regulations in many jurisdictions, including the U.S. states in which we operate, that could restrict the products and services we offer, impose additional compliance costs on us, render our current operations unprofitable or even prohibit our current operations. |
• | Our business is subject to extensive regulation and oversight in a variety of areas, including registration and licensing requirements under federal, state and local laws and regulations. |
• | Stringent and changing laws and regulations relating to privacy and data protection could result in claims, harm our results of operations, financial condition, and future prospects, or otherwise harm our business. |
• | Dave identified material weaknesses in its internal control over financial reporting, which for the years ended December 31, 2020 and 2019 resulted in a restatement of its financial statements, and if Dave is unable to remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect Dave’s business and share price. |
• | Dave’s forecasted operating results and projections rely in large part upon assumptions, analyses and internal estimates developed by Dave’s management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Dave’s actual operating results may differ materially and adversely from those forecasted or projected. |
• | Fraudulent and other illegal activity involving our products and services could lead to reputational damage to us, reduce the use of our platform and services and may adversely affect our financial position and results of operations. |
• | In the normal course of business, we collect, process, use and retain sensitive and confidential information regarding our Members and prospective Members, including data provided by and related to Members and their transactions, as well as other data of the counterparties to their payments. A data security breach could expose us to liability and protracted and costly litigation, and could adversely affect our reputation and operating revenues. |
• | Dave’s management has limited experience in operating a public company. |
• | We transfer funds to our Members daily, which in the aggregate comprise substantial sums, and are subject to the risk of errors, which could result in financial losses, damage to our reputation, or loss of trust in our brand, which would harm our business and financial results. |
• | Dave, Inc. has guaranteed up to $25,000,000 of one of its subsidiary’s obligations under a credit facility, and currently that limited guaranty is secured by a first-priority lien against substantially all of Dave, Inc.’s assets. The credit facility contains financial covenants and other restrictions on our actions, which could limit our operational flexibility and otherwise adversely affect our financial condition. |
• | If our present or any future key banking relationships are terminated and we are not able to secure or successfully migrate client portfolios to a new bank partner or partners, our business would be adversely affected. |
• | We depend upon several third-party service providers for processing our transactions and provide other important services for our business. If any of our agreements with our processing providers are terminated or if we experience any interruption or delay in the services provided by our third-party service providers, delivery of our products and services could be impaired or suspended and our business could suffer. |
• | Our recent rapid growth, including growth in our volume of payments, may not be indicative of future growth, and if we continue to grow rapidly, we may not be able to manage our growth effectively. Our rapid growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. |
• | VPCC’s directors and officers have potential conflicts of interest in recommending that VPCC’s stockholders vote in favor of the adoption of the Merger Agreement and the Proposed Business |
Combination, and approval of the other proposals to be described in the proxy statement relating to the Proposed Business Combination. |
• | VPCC’s sponsor, directors and officers have agreed to vote in favor of the Proposed Business Combination, regardless of how VPCC’s public stockholders vote. As a result, approximately 20.0% of VPCC’s voting securities outstanding, representing the VPCC voting securities held by VPCC’s sponsor, directors and officers, will be contractually obligated to vote in favor of the Proposed Business Combination. |
• | The VPCC board has not obtained and will not obtain a third-party valuation or financial opinion in determining whether to proceed with the Proposed Business Combination. |
• | Both VPCC and Dave will incur significant transaction costs in connection with the Proposed Business Combination. |
• | The consummation of the Proposed Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Proposed Business Combination agreement may be terminated in accordance with its terms and the Proposed Business Combination may not be completed. |
• | The ability to successfully effect the Proposed Business Combination and the Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Dave, all of whom we expect to stay with the Combined Company following the Proposed Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business. |
• | Following the consummation of the Proposed Business Combination, the Combined Company will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations. |
• | There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position. |
• | If the Proposed Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities or, following the consummation of the Proposed Business Combination, the Combined Company’s Securities, may decline. |
• | There can be no assurance that the Combined Company’s common stock will be approved for listing on Nasdaq or that the Combined Company will be able to comply with the continued listing standards of Nasdaq. |
• | Even if VPCC consummates the business combination, there can be no assurance that VPCC’s public warrants will be in the money during their exercise period, and they may expire worthless. |
• | If you hold public warrants of VPCC, VPCC may, in accordance with their terms, redeem your unexpired VPCC warrants prior to their exercise at a time that is disadvantageous to you. |
• | The public and private warrants of VPCC are accounted for as liabilities and the changes in value of such warrants could have a material effect on the financial results of VPCC. |
• | Legal proceedings may be instituted against the Proposed Business Combination, which could delay or prevent or otherwise adversely impact the Proposed Business Combination. |
• | Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to consummate the Proposed Business Combination, and results of operations. |
(unaudited) |
||||||||||||||||
For the Six Months Ended June 30, |
For the Year Ended December 31, |
|||||||||||||||
2021 |
2020 |
2020 |
2019 |
|||||||||||||
(in thousands, except per share data) |
(in thousands, except per share data) |
|||||||||||||||
Consolidated Statement of Operations Data: |
||||||||||||||||
Operating revenues: |
||||||||||||||||
Service based revenue, net |
$ | 66,804 | $ | 53,849 | $ | 120,595 | $ | 76,194 | ||||||||
Transaction based revenue, net |
4,851 | 448 | 1,201 | 33 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating revenues, net |
71,655 |
54,297 |
121,796 |
76,227 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating expenses: |
||||||||||||||||
Provision for unrecoverable advances |
10,933 | 6,594 | 25,539 | 19,688 | ||||||||||||
Processing and servicing fees |
10,715 | 10,234 | 21,646 | 15,216 | ||||||||||||
Advertising and marketing |
25,895 | 11,964 | 38,019 | 22,934 | ||||||||||||
Compensation and benefits |
19,253 | 9,311 | 22,210 | 9,242 | ||||||||||||
Other operating expenses |
21,464 | 5,884 | 15,763 | 7,370 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
88,260 |
43,987 |
123,177 |
74,450 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other (income) expense: |
||||||||||||||||
Interest income |
(140 | ) | (264 | ) | (409 | ) | (429 | ) | ||||||||
Interest expense |
785 | — | 17 | 852 | ||||||||||||
Gain on conversion of 2018 convertible notes |
— | — | — | (841 | ) | |||||||||||
Derivative liability |
— | — | — | 536 | ||||||||||||
Legal settlement and litigation expenses |
609 | 41 | 4,467 | 327 | ||||||||||||
Other strategic financing and transactional expenses |
224 | 29 | 1,356 | — | ||||||||||||
Derivative asset on loans to stockholders |
(24,042 | ) | — | — | — | |||||||||||
Changes in fair value of warrant liability |
2,866 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other (income) expenses, net |
(19,698 |
) |
(194 |
) |
5,431 |
445 |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) before provision for income taxes |
3,093 |
10,504 |
(6,812 |
) |
1,332 |
|||||||||||
Provision for income taxes |
5 | 77 | 145 | 545 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
$ |
3,088 |
$ |
10,427 |
$ |
(6,957 |
) |
$ |
787 |
|||||||
|
|
|
|
|
|
|
|
(unaudited) |
||||||||||||||||
For the Six Months Ended June 30, |
For the Year Ended December 31, |
|||||||||||||||
2021 |
2020 |
2020 |
2019 |
|||||||||||||
(in thousands, except per share data) |
(in thousands, except per share data) |
|||||||||||||||
Net income (loss) per share: |
||||||||||||||||
Basic |
$ | 0.00 | $ | 0.02 | $ | (0.08 | ) | $ | 0.00 | |||||||
Diluted |
$ | 0.00 | $ | 0.01 | $ | (0.08 | ) | $ | 0.00 | |||||||
Weighted-average shares used to compute net income (loss) per share |
||||||||||||||||
Basic |
99,367,891 | 86,632,180 | 90,986,048 | 76,918,167 | ||||||||||||
Diluted |
261,795,841 | 95,141,368 | 90,986,048 | 247,773,816 |
For the Period from January 14, 2021 (Inception) to June 30, 2021 |
For the Period from January 14, 2021 (Inception) to January 22, 2021 |
|||||||
Statement of Operations Data |
Unaudited |
|||||||
Expenses |
$ | (5,129,070 | ) | $ | 604 | |||
Net income (loss) |
$ | (5,129,070 | ) | $ | (604 | ) | ||
|
|
|
|
|||||
Total comprehensive income |
$ | (5,129,070 | ) | $ | (604 | ) | ||
|
|
|
|
|||||
Basic and diluted earnings per share |
||||||||
Net Income per common share, Class A common stock redeemable shares |
$ | (0.00 | ) | $ | (0.00 | ) | ||
Basic and diluted weighted average number of Class A common stock redeemable shares |
25,376,598 | 0 | ||||||
Net Income per common share, Class B common stock non-redeemable shares |
$ | (0.84 | ) | $ | (0.00 | ) | ||
Basic and diluted weighted average number of Class B common stock non-redeemable shares |
6,129,745 | 5,625,000 |
Balance Sheet Data |
June 30, 2021 |
January 22, 2021 |
||||||
Total assets |
$ | 255,569,021 | $ | 100,000 | ||||
Total liabilities |
$ | 31,034,076 | $ | 75,604 | ||||
Total stockholders’ equity and Class A common stock subject to possible redemptions |
$ | 5,000,005 | $ | 24,396 |
• | build a well-recognized, trusted and respected brand; |
• | establish and expand our Member base; |
• | successfully market our products and services; |
• | properly price our services and successfully anticipate the usage of such services by our Members; |
• | improve and maintain our operational efficiency; |
• | maintain a reliable, secure, high-performance and scalable technology infrastructure; |
• | predict our future revenues and appropriately budget our expenses; |
• | attract, retain and motivate talented employees; |
• | anticipate trends that may emerge and affect our business; |
• | anticipate and adapt to changing market conditions, including technological developments and changes in competitive landscape; and |
• | navigate an evolving and complex regulatory environment. |
• | price our products and services effectively to attract new Members; |
• | Create new products and expand the functionality and scope of the products we offer on our platform; |
• | maintain the rates at which Members subscribe to and continue to use our platform; |
• | provide our members with high-quality support that meets their needs; |
• | introduce our products to new markets; |
• | successfully identify and acquire or invest in businesses, products or technologies that we believe could complement or expand our platform; |
• | increase awareness of our brand and successfully compete with other companies; and |
• | manage the risks related to the effects of the COVID-19 pandemic on our business and operations. |
• | product development, including investments in our product development team and the development of new products and new functionality for our platform; |
• | sales, marketing and customer success; |
• | technology infrastructure, including systems architecture, scalability, availability, performance and security; |
• | acquisitions and/or strategic investments; |
• | regulatory compliance and risk management; and |
• | general administration, including increased legal and accounting expenses associated with being a public company. |
• | market our products and services; |
• | hire additional marketing, client support, engineering, product development and administrative personnel; and |
• | expand our client support and service operations; and |
• | implement new and upgraded operational and financial systems, procedures and controls. |
• | the election by our Members of expedited processing of our non-recourse cash advance product |
• | the timing and volume of tips our Members send to us; |
• | the timing and volume of advance repayments |
• | the timing and volume of subscriptions and use of our products and services; |
• | the timing and success of new product or service introductions by us or our competitors; |
• | fluctuations in Member retention rates; |
• | changes in the mix of products and services that we provide to our Members; |
• | the timing of commencement of new product development and initiatives, the timing of costs of existing product roll-outs and the length of time we must invest in those new products before they generate material operating revenues; |
• | our ability to effectively sell our products through direct-to-consumer |
• | changes in our or our competitors’ pricing policies or sales terms; |
• | costs associated with significant changes in our risk policies and controls; |
• | the amount and timing of costs related to fraud losses; |
• | the amount and timing of commencement and termination of major advertising campaigns, including partnerships and sponsorships; |
• | disruptions in the performance of our products and services, and the associated financial impact thereof; |
• | the amount and timing of costs of any major litigation to which we are a party; |
• | the amount and timing of costs related to the acquisition of complementary businesses; |
• | the amount and timing of capital expenditures and operating costs related to the maintenance and expansion of our business, |
• | changes in our executive leadership team; |
• | our ability to control costs, including third-party service provider costs and sales and marketing expenses in an increasingly competitive market; and |
• | changes in the political or regulatory environment affecting the banking or financial technology service industries. |
• | loss of Members; |
• | lost or delayed market acceptance and sales of our products and services; |
• | legal claims against us; |
• | regulatory enforcement action; or |
• | diversion of our resources, including through increased service expenses or financial concessions, and increased insurance costs. |
• | Dave did not design and maintain certain formal accounting policies, procedures, and internal controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including internal controls over the period-end financial reporting process addressing financial statement and footnote presentation and disclosures, account reconciliations, and journal entries. Additionally, the lack of a sufficient number of accounting and finance professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of Dave’s financial reporting objectives, as demonstrated by, amongst other things, insufficient segregation of duties within the finance and accounting functions. |
• | Dave did not design and maintain effective controls over information technology (“ IT |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that Combined Company Class A Common Stock is a “penny stock” which will require brokers trading in Combined Company Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; |
• | changes in the market’s expectations about our operating results; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | speculation in the press or investment community; |
• | actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; |
• | our operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning us or the market in general; |
• | operating and stock price performance of other companies that investors deem comparable to us; |
• | publications of research reports by securities analysts about us, our competitors, or the space industry; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving us; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of Combined Company Class A Common Stock available for public sale; |
• | any major change in Combined Company board of directors or management; |
• | sales of substantial amounts of Combined Company Class A Common Stock by directors, officers, significant stockholders or the PIPE Investors or the perception that such sales could occur; |
• | general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, pandemics (such as COVID-19), epidemics, currency fluctuations and acts of war or terrorism; and |
• | other risk factors listed under this “Risk Factors” section. |
• | a classified board of directors whose members serve staggered three-year terms; |
• | the authorization of “blank check” preferred stock, which could be issued by the Combined Company’s board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to the Combined Company Class A Common Stock; |
• | a limitation on the ability of, and providing indemnification to, our directors and officers; |
• | a requirement that special meetings of our stockholders can be called only by our board of directors acting by a written resolution by a majority the Combined Company’s directors then in office), the Chairperson of the Combined Company’s board of directors, the Combined Company’s Chief Executive Officer or our Lead Independent Director; |
• | a requirement of advance notice of stockholder proposals for business to be conducted at meetings of the Combined Company’s stockholders and for nominations of candidates for election to the Combined Company’s board of directors; |
• | a requirement that our directors may be removed only for cause and by a two-thirds (2/3) vote of the stockholders; |
• | a prohibition on stockholder action by written consent; |
• | a requirement that vacancies on our board of directors may be filled only by a majority of directors then in office or by a sole remaining director (subject to limited exceptions), even though less than a quorum; and |
• | a requirement of the approval of the Combined Company board of directors or the holders of at least two-thirds (2/3) of our outstanding shares of capital stock to amend the Combined Company Amended and Restated Bylaws and certain provisions of the Proposed Charter. |
• | any derivative action or proceeding brought on behalf of the Combined Company; |
• | any action or proceeding asserting a claim of breach of a fiduciary duty owed by or any wrongdoing by any current or former director, officer, employee or agent of the Combined Company or any stockholder to the Combined Company or the Combined Company’s stockholders; |
• | any action or proceeding asserting a claim against the Combined Company or any current or former director, officer or other employee of the Combined Company or any stockholder in such stockholder’s capacity as such arising out of or pursuant to any provision of the DGCL, the Proposed Charter or the Combined Company Amended and Restated Bylaws (as each may be amended from time to time); |
• | any action or proceeding to interpret, apply, enforce or determine the validity of the Proposed Charter and/or the Combined Company Amended and Restated Bylaws (including any right, obligation or remedy thereunder); |
• | any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; or |
• | any action or proceeding asserting a claim governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. |
• | If we do not consummate a business combination by March 9, 2023 (or if such date is extended at a duly called meeting of the VPCC Stockholders, such later date), we would: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten(10) business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public VPCC Stockholders’ rights as VPCC Stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining VPCC Stockholders and the VPCC Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,284,150 shares of VPCC Class B Common Stock owned by our Sponsor and the 60,000 shares of VPCC Class B Common Stock owned by the Current Independent Directors would be worthless because following the redemption of the Public Shares, we would likely have few, if any, net assets and because the Sponsor and each of VPCC’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 5,100,214 Private Placement Warrants that the Sponsor paid $7,650,321 for will expire worthless. All of VPCC’s officers and directors have a direct or indirect economic interest in such shares. The 6,344,150 shares of Combined Company Class A Common Stock that the Initial Stockholders and their permitted transferees will hold following the Business Combination (assuming the no redemption scenario), if unrestricted and freely tradable, would have had aggregate market value of approximately $63,124,292.50 based upon the closing price of $9.95 per share of VPCC Class A Common Stock on the NYSE on October 29, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Given such shares of Combined Company Class A Common Stock will be subject to certain restrictions, we believe such shares have less value. |
The 5,100,214 Private Placement Warrants that the Sponsor will hold following the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $9,027,378.78 based upon the closing price of $1.77 per warrant on the NYSE on October 28, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. |
• | Affiliates of Victory Park Existing Financing Agreement |
• | Affiliates of Victory Park hold Dave Warrants that represent the right to purchase approximately 1.0% of the fully diluted equity of Dave, in the aggregate if all such Dave Warrants vest. Such Dave Warrants vest in increments equal to approximately 0.2% of the fully diluted equity of Dave for each $10 million funded by such affiliates of Victory Park to Dave under the Existing Financing Agreement, with all such Dave Warrants vesting at such time as $50 million has been funded by such affiliates of Victory Park under the Existing Financing Agreement. Once vested, the Dave Warrants may be exercised at any time prior to the earlier of (x) the fifth anniversary of the occurrence of Dave’s next equity financing in which Dave issues and sells shares of capital stock or securities yielding total equity proceeds to Dave of not less than $40 million (a “ qualified financing event liquidity event |
• | Our Sponsor and the Current Independent Directors have agreed not to redeem any of the Founder Shares or shares of VPCC Class A Common Stock held by them in connection with a stockholder vote to approve the Business Combination. |
• | Our Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, which, if unrestricted and freely tradable would be valued at approximately $63,124,292.50, based on the closing price of the VPCC Class A Common Stock on October 29, 2021 (assuming the no redemption scenario). |
• | If the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account. |
• | the continuation of Brendan Carroll, one of our existing directors, as a director of the Combined Company following the Closing. |
• | Our officers were not permitted to become a director or officer of any other blank check company until we entered into a definitive agreement regarding an initial business combination. |
• | Our Sponsor and the Current Independent Directors will lose their entire investment in us if an initial business combination is not completed. |
• | Our Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. |
• | Our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination. |
• | We will enter into the Investor Rights Agreement with our Sponsor and certain existing holder(s) of our capital stock (including the Founder Holders) and certain Dave Stockholders, which provides for registration rights to such parties. |
• | In connection with the Closing, our Sponsor would be entitled to the repayment of any outstanding working capital loan and advances that have been made to VPCC. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans. |
• | Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by VPCC from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Such reimbursable out-of-pocket expenses, if any, are not expected to be material. |
• | its employees may experience uncertainty about their future roles, which might adversely affect Dave’s ability to retain and hire key personnel and other employees; |
• | clients, affiliated professional entities, suppliers and other parties with which Dave maintains business relationships may experience uncertainty about its future and rescind their deposits, seek alternative relationships with third parties, seek to alter their business relationships with Dave or fail to extend an existing relationship with Dave; and |
• | Dave has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination. |
• | Existing Dave Stockholders will collectively own a majority of the outstanding shares of the Combined Company immediately following the Closing (86.5% in no redemption scenario and 92.8% in maximum redemption scenario) and hold a majority of the voting power immediately following the Closing (94.9% in no redemption scenario and 97.5% in maximum redemption scenario) including the repurchase of certain shares of Combined Company Class A and Class V Common stock held by Selling Holders pursuant to the Repurchase Agreement; |
• | by virtue of such estimated voting interest upon the Closing, existing Dave Stockholders will have the ability to control decisions regarding the election and removal of directors and officers of the Combined Company following the Closing; |
• | Dave’s senior management will be the senior management of the Combined Company. |
• | No Founder Holder Contingent Closing Shares forfeited: The aggregate number of shares of VPCC Class A Common Stock redeemed by the VPCC Stockholders in connection with the VPCC Stockholder Redemptions, minus the aggregate number of shares of VPCC Class A Common Stock purchased in any Redemption Alternative Financing, as defined in the Founder Holder Agreement included elsewhere in this proxy statement/prospectus, (such positive difference in shares, the “ Net Redemption Shares Net Redemption Percentage Redemption Threshold Percentage |
• | Pro rata basis Founder Holder Contingent Closing Shares forfeited: If the Net Redemption Percentage equals or exceeds the Redemption Threshold Percentage, but the Net Redemption Percentage is less than or equal to 35%, then a number of Founder Holder Contingent Closing Shares equal to the product of (x) the Per Percent Forfeiture Amount, as defined in the Founder Holder Agreement included elsewhere in this proxy statement/prospectus, multiplied by (y) the Excess Forfeiture Percentage Amount, as defined in the Founder Holder Agreement included elsewhere in this proxy statement/ prospectus, shall be automatically forfeited by the Founder Holders (on a pro rata basis in accordance with the Founder Holder Agreement) and cancelled for no consideration, and any Founder Holder Contingent Closing Shares not forfeited and will no longer be subject to forfeiture pursuant to the Founder Holder Agreement; and |
• | All Founder Holder Contingent Closing Shares forfeited: if the Net Redemption Percentage equals or exceeds 35%, then 100% of the Founder Holder Contingent Closing Shares shall be automatically forfeited by the Founder Holders and cancelled for no consideration. |
• | Sixty percent (60%) of the Founder Holder Earnout Shares (951,622 Founder Holder Earnout Shares) shall immediately become fully vested and no longer subject to forfeiture upon the occurrence of Triggering Event I, which is defined as the first date on which the Common Share Price is equal to or greater than twelve dollars and fifty cents ($12.50) after the Closing Date, but within the Earnout Period (as defined in the Merger Agreement); provided, that |
(i) | in the event of a change of control pursuant to which VPCC Stockholders receive, or have the right to receive, cash, securities or other property attributing a value of at least twelve dollars and fifty cents ($12.50) to each share of VPCC Class A Common Stock (as agreed in good faith by Sponsor and the VPCC Board), then Triggering Event I shall be deemed to have occurred and; |
(ii) | in the event that, and as often as, the number of outstanding shares of VPCC Class A Common Stock is changed by reason of any dividend, subdivision, reclassification, recapitalization, split, combination, exchange or any similar event, then the applicable Common Share Price (as defined in the Merger Agreement) threshold (i.e., twelve dollars and fifty cents ($12.50)) will, for all purposes of the Merger Agreement (and the Founder Holder Agreement), in each case be equitably adjusted to reflect such change; and |
• | The remaining Founder Holder Earnout Shares (634,415 Founder Holder Earnout Shares) shall immediately become fully vested and no longer subject to forfeiture upon the occurrence of Triggering Event II, which is defined as the first date on which the Common Share Price is equal to or greater than fifteen dollars ($15.00) after the Closing Date, but within the Earnout Period; provided, that |
(i) | in the event of a change of control pursuant to which VPCC Stockholders receive, or have the right to receive, cash, securities or other property attributing a value of at least fifteen dollars ($15.00) to each share of VPCC Class A Common Stock (as agreed in good faith by Sponsor and the VPCC Board), then Triggering Event II shall be deemed to have occurred and; |
(ii) | in the event that, and as often as, the number of outstanding shares of VPCC Class A Common Stock is changed by reason of any dividend, subdivision, reclassification, recapitalization, split, combination, exchange or any similar event, then the applicable Common Share Price threshold (i.e., fifteen dollars ($15.00)) will, for all purposes of the Merger Agreement (and the Founder Holder Agreement), in each case be equitably adjusted to reflect such change. |
• | the First Merger; |
• | immediately following the consummation of the First Merger, the Second Merger; |
• | the consummation of the Business Combination and reclassification of cash held in VPCC’s trust account to cash and cash equivalents, net of redemptions (see below); |
• | the consummation of the PIPE Investment; |
• | the conversion of certain Dave liabilities to equity; |
• | the conversion of the Series A, Series B-1 and Series B-2 Convertible Preferred Shares (“Dave Preferred Stock”) to permanent equity; |
• | the exercise of the Dave warrants issued in connection with the Senior Secured Debt Facility; |
• | the accounting for transaction costs incurred by both VPCC and Dave; |
• | the exercise of the Dave call options and derecognition of the related loans, related accrued interest receivable and derivative asset to stockholders; |
• | on the business day immediately following the Second Merger, the repurchase of certain shares of Combined Company Class A and Class V Common Stock held by Selling Holders pursuant to the Repurchase Agreement; and |
• | the accounting for Mr. Wilk’s stock options which include vesting terms satisfied by the Business Combination. |
• | No Redemption Scenario |
• | Maximum Redemption Scenario |
redemption price of approximately $10.00 per Public Share based on the as-adjusted Trust Account as of June 30, 2021). Under the terms of the Merger Agreement, Dave is not required to consummate the Transactions if immediately prior to the consummation of the Transactions, VPCC does not have at least $210.0 million of cash available to be released from the Trust Account and/or received by VPCC under the Subscription Agreements prior to the payment or reimbursement of any transaction costs or any amounts used to repay indebtedness for Dave or VPCC. This scenario also assumes that holders of the maximum number of Public Shares that can be redeemed for cash will exercise their right to have their Public Shares redeemed for cash, with VPCC still having at least $5,000,001 of net tangible assets, after deducting all amounts to be paid pursuant to the exercise of redemption rights, as required to consummate the Business Combination. Additionally, the Founder Shares are subject to forfeiture dependent on the number of redemptions. All Founder Holder Contingent Shares are forfeited in the maximum redemption scenario. |
No Redemption |
Maximum Redemption |
|||||||||||||||||||||||
Class A Shares |
Class V Shares |
% |
Class A Shares |
Class V Shares |
% |
|||||||||||||||||||
Stockholders |
||||||||||||||||||||||||
Former Dave stockholders and preferred shareholders (1) |
265,519,230 | 70,773,077 | 86.5 | % | 266,719,230 | 75,573,077 | 92.8 | % | ||||||||||||||||
VPCC sponsor shares (2) |
4,758,113 | — | 1.2 | % | 3,806,491 | — | 1.0 | % | ||||||||||||||||
Founder Holder Earnout Shares (3) |
1,586,037 | — | 0.4 | % | 1,586,037 | — | 0.4 | % | ||||||||||||||||
VPCC public stockholders |
25,376,598 | — | 6.5 | % | — | — | 0.0 | % | ||||||||||||||||
PIPE Investment |
21,000,000 | — | 5.4 | % | 21,000,000 | — | 5.7 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
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Total shares of Dave common stock outstanding at closing of the Transaction |
318,239,978 | 70,773,077 | 100.0 | % | 293,111,758 | 75,573,077 | 100.0 | % |
(1) | Includes the repurchase of certain shares of Combined Company Class A and Class V Common Stock held by Selling Holders pursuant to the Repurchase Agreement on the business day immediately following the Second Merger in the no redemption scenario. |
(2) | Founder Shares including 951,622 shares of VPCC Class A Common Stock subject to forfeiture dependent on the number of redemptions. All Founder Holder Contingent Shares are forfeited in the maximum redemption scenario. |
(3) | Founder Holder Earnout Shares subject to market vesting conditions: (i) 951,622 Founder Holder Earnout Shares are vested upon Triggering Event I and (ii) 634,415 Founder Holder Earnout Shares are vested upon Triggering Event II. |
As of June 30, 2021 |
As of June 30, 2021 |
As of June 30, 2021 |
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Dave, Inc. (Historical) |
VPC Impact Acquisition Holdings III, Inc. (Historical) |
Transaction Accounting Adjustments (Assuming No Redemptions) |
Pro Forma Combined (Assuming No Redemptions) |
Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
Pro Forma Combined (Assuming Maximum Redemptions) |
|||||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 8,243 | $ | 703 | $ | 253,779 | 3A |
$ | 438,764 | $ | 253,779 | 3A |
$ | 184,998 | ||||||||||||||||||
210,000 | 3D |
210,000 | 3D |
|||||||||||||||||||||||||||||
(33,956 | ) | 3H |
(33,956 | ) | 3H |
|||||||||||||||||||||||||||
(5 | ) | 3I |
(5 | ) | 3I |
|||||||||||||||||||||||||||
(253,766 | ) | 3B |
||||||||||||||||||||||||||||||
Marketable securities |
13,754 | — | 13,754 | 13,754 | ||||||||||||||||||||||||||||
Member advances, net of allowance for unrecoverable advances |
43,956 | — | 43,956 | 43,956 | ||||||||||||||||||||||||||||
Prepaid income taxes |
3,262 | — | 3,262 | 3,262 | ||||||||||||||||||||||||||||
Restricted cash, current |
100 | — | 100 | 100 | ||||||||||||||||||||||||||||
Deferred issuance costs |
1,887 | 1,887 | 1,887 | |||||||||||||||||||||||||||||
Prepaid expenses and other current assets |
4,442 | — | (1,887 | ) | 3H |
2,555 | (1,887 | ) | 3H |
2,555 | ||||||||||||||||||||||
Prepaid expenses |
— | 1,087 | 1,087 | 1,087 | ||||||||||||||||||||||||||||
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|
|
|
|
|
|
|||||||||||||||||||||
Total current assets |
75,644 |
1,790 |
427,931 |
505,365 |
174,165 |
251,599 |
||||||||||||||||||||||||||
Property and equipment, net |
462 | — | 462 | 462 | ||||||||||||||||||||||||||||
Lease right-of-use |
3,637 | — | 3,637 | 3,637 | ||||||||||||||||||||||||||||
Intangible assets, net |
5,586 | — | 5,586 | 5,586 | ||||||||||||||||||||||||||||
Derivative asset on loans to stockholders |
24,499 | — | (24,499 | ) | 3K |
— | (24,499 | ) | 3K |
— | ||||||||||||||||||||||
Debt facility commitment fee, long-term |
158 | 158 | 158 | |||||||||||||||||||||||||||||
Restricted cash, net of current portion |
263 | — | 263 | — | 263 | |||||||||||||||||||||||||||
Marketable securities held in Trust Account |
— | 253,779 | (253,779 | ) | 3A |
— | (253,779 | ) | 3A |
— | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total assets |
$ |
110,249 |
$ |
255,569 |
$ |
149,653 |
$ |
515,471 |
$ |
(104,113 |
) |
$ |
261,705 |
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|
|
|
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Liabilities, convertible preferred stock, and stockholders’ deficit |
||||||||||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||||||||||
Accounts payable |
$ | 9,792 | $ | — | $ | 9,792 | $ | 9,792 | ||||||||||||||||||||||||
Accrued expenses |
8,898 | 1,697 | 60,000 | 3L |
70,595 | 10,595 | ||||||||||||||||||||||||||
Line of credit |
— | — | — | — | ||||||||||||||||||||||||||||
Lease liabilities, short-term |
1,838 | 1,838 | 1,838 | |||||||||||||||||||||||||||||
Legal settlement accrual |
3,201 | 3,201 | 3,201 | |||||||||||||||||||||||||||||
Other current liabilities |
734 | — | 734 | 734 | ||||||||||||||||||||||||||||
Accrued offering costs |
— | 5 | — | (5 | ) | 3I |
— | |||||||||||||||||||||||||
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|
|||||||||||||||||||||
Total current liabilities |
24,463 |
1,702 |
59,995 |
86,160 |
(5 |
) |
26,160 |
|||||||||||||||||||||||||
Lease liabilities, long-term |
1,972 | — | 1,972 | 1,972 | ||||||||||||||||||||||||||||
Long-term debt facility |
23,000 | 23,000 | 23,000 | |||||||||||||||||||||||||||||
Convertible debt, long-term |
695 | — | (695 | ) | 3E |
— | (695 | ) | 3E |
— | ||||||||||||||||||||||
Interest payable, convertible notes |
19 | — | (19 | ) | 3E |
— | (19 | ) | 3E |
— | ||||||||||||||||||||||
Warrant liabilities |
2,972 | 20,450 | (2,972 | ) | 3M |
20,450 | (2,972 | ) | 3M |
20,450 | ||||||||||||||||||||||
Other non-current liabilities |
562 | — | 562 | 562 | ||||||||||||||||||||||||||||
Deferred underwriting fee payable |
— | 8,882 | 8,882 | 8,882 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total liabilities |
53,683 |
31,034 |
56,309 |
141,026 |
(3,691 |
) |
81,026 |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2021 |
As of June 30, 2021 |
As of June 30, 2021 |
||||||||||||||||||||||||||||
Dave, Inc. (Historical) |
VPC Impact Acquisition Holdings III, Inc. (Historical) |
Transaction Accounting Adjustments (Assuming No Redemptions) |
Pro Forma Combined (Assuming No Redemptions) |
Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
Pro Forma Combined (Assuming Maximum Redemptions) |
|||||||||||||||||||||||||
Commitments and contingencies (Note 11) |
||||||||||||||||||||||||||||||
Convertible preferred stock |
||||||||||||||||||||||||||||||
Series A convertible preferred stock, par value per share $0.000001 |
9,881 | — | (9,881 | ) | 3F |
$ | — | (9,881 | ) | 3F |
— | |||||||||||||||||||
Series B-1 convertible preferred stock, par value per share $0.000001 |
49,675 | — | (49,675 | ) | 3F |
— | (49,675 | ) | 3F |
— | ||||||||||||||||||||
Series B-2 convertible preferred stock, par value per share $0.000001 |
12,617 | — | (12,617 | ) | 3F |
— | (12,617 | ) | 3F |
— | ||||||||||||||||||||
Class A common stock subject to possible redemption |
— | 219,535 | (219,535 | ) | 3C |
— | (219,535 | ) | 3C |
— | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total Convertible preferred stock |
72,173 |
219,535 |
(291,708 |
) |
— |
(291,708 |
) |
— |
||||||||||||||||||||||
Stockholders’ deficit: |
— | |||||||||||||||||||||||||||||
Common stock, par value per share $0.000001 |
0.1 | — | — | 3E |
0.1 | — | 3E |
0.1 | ||||||||||||||||||||||
— | 3F |
— | 3F |
|||||||||||||||||||||||||||
— | 3G |
— | 3G |
|||||||||||||||||||||||||||
— | 3K |
— | 3K |
|||||||||||||||||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
— | — | — | — | ||||||||||||||||||||||||||
Class A common stock, $0.0001 par value |
— | — | 3 | 3C |
3 | 3 | 3C |
— | ||||||||||||||||||||||
— | 3G |
— | 3G |
|||||||||||||||||||||||||||
(3 | ) | 3B |
||||||||||||||||||||||||||||
Class B common stock, $0.0001 par value |
— | 1 | (1 | ) | 3G |
— | (1 | ) | 3G |
— | ||||||||||||||||||||
Class V common stock, $0.0001 par value |
3G |
3G |
||||||||||||||||||||||||||||
Treasury stock |
(154 | ) | — | (154 | ) | (154 | ) | |||||||||||||||||||||||
Additional paid-in capital |
9,264 | 10,128 | 219,533 | 3C |
397,667 | 219,533 | 3C |
203,904 | ||||||||||||||||||||||
210,000 | 3D |
210,000 | 3D |
|||||||||||||||||||||||||||
714 | 3E |
714 | 3E |
|||||||||||||||||||||||||||
72,173 | 3F |
72,173 | 3F |
|||||||||||||||||||||||||||
(5,129 | ) | 3G |
(5,129 | ) | 3G |
|||||||||||||||||||||||||
(24,132 | ) | 3H |
(24,132 | ) | 3H |
|||||||||||||||||||||||||
1,544 | 3J |
1,544 | 3J |
|||||||||||||||||||||||||||
(14,901 | ) | 3K |
(14,901 | ) | 3K |
|||||||||||||||||||||||||
(24,499 | ) | 3K |
(24,499 | ) | 3K |
|||||||||||||||||||||||||
2,972 | 3M |
2,972 | 3M |
|||||||||||||||||||||||||||
(60,000 | ) | 3L |
||||||||||||||||||||||||||||
(253,763 | ) | 3B |
||||||||||||||||||||||||||||
Loans to stockholders |
(14,901 | ) | — | 14,901 | 3K |
— | 14,901 | 3K |
— | |||||||||||||||||||||
Accumulated deficit |
(9,816 | ) | (5,129 | ) | 5,129 | 3G |
(23,071 | ) | 5,129 | 3G |
(23,071 | ) | ||||||||||||||||||
(11,711 | ) | 3H |
(11,711 | ) | 3H |
|||||||||||||||||||||||||
(1,544 | ) | 3J |
(1,544 | ) | 3J |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total stockholders’ deficit |
(15,607 | ) | 5,000 | 385,052 | 374,445 | 191,286 | 180,679 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total liabilities, convertible preferred stock, and stockholders’ deficit |
$ |
110,249 |
$ |
255,569 |
$ |
149,653 |
$ |
515,471 |
$ |
(104,113 |
) |
$ |
261,705 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021 |
Period From January 14, 2021 (Inception) Through June 30, 2021 |
Transaction Accounting Adjustments (Assuming No Redemptions) |
Six Months Ended June 30, 2021 |
Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
Six Months Ended June 30, 2021 |
|||||||||||||||||||||||||||
Dave, Inc. (Historical) |
VPC Impact Acquisition Holdings III, Inc. (Historical) |
Pro Forma Combined (Assuming No Redemptions) |
Pro Forma Combined (Assuming Maximum Redemptions) |
|||||||||||||||||||||||||||||
Operating revenues: |
||||||||||||||||||||||||||||||||
Service based revenue, net |
$ | 66,804 | $ | — | $ | 66,804 | $ | 66,804 | ||||||||||||||||||||||||
Transaction based revenue, net |
4,851 | — | 4,851 | 4,851 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total operating revenues, net |
71,655 | — | — | 71,655 | — | 71,655 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||
Provision for unrecoverable advances |
10,933 | — | 10,933 | 10,933 | ||||||||||||||||||||||||||||
Processing and servicing fees |
10,715 | — | 10,715 | 10,715 | ||||||||||||||||||||||||||||
Advertising and marketing |
25,895 | — | 25,895 | 25,895 | ||||||||||||||||||||||||||||
Compensation and benefits |
19,253 | — | 1,155 | 3EE |
20,408 | 1,155 | 3EE |
20,408 | ||||||||||||||||||||||||
Other operating expenses |
21,464 | — | 21,464 | 21,464 | ||||||||||||||||||||||||||||
Formation and operational costs |
— | 2,082 | 2,082 | 2,082 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total operating expenses |
88,260 | 2,082 | 1,155 | 91,497 | 1,155 | 91,497 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Other (income) expense: |
||||||||||||||||||||||||||||||||
Interest income |
(140 | ) | — | 137 | 3GG |
(3 | ) | 137 | 3GG |
(3 | ) | |||||||||||||||||||||
Interest expense |
785 | — | (6 | ) | 3BB |
779 | (6 | ) | 3BB |
779 | ||||||||||||||||||||||
Legal settlement and litigation expenses |
609 | — | 609 | 609 | ||||||||||||||||||||||||||||
Other strategic financing and transactional expenses |
224 | — | 224 | 224 | ||||||||||||||||||||||||||||
Derivative asset on loans to stockholders |
(24,042 | ) | — | 24,042 | 3FF |
— | 24,042 | 3FF |
— | |||||||||||||||||||||||
Changes in fair value of warrant liability |
2,866 | 1,082 | (2,866 | ) | 3HH |
1,082 | (2,866 | ) | 3HH |
1,082 | ||||||||||||||||||||||
Compensation expense on warrant liability |
— | 1,377 | 1,377 | 1,377 | ||||||||||||||||||||||||||||
Transaction costs allocated to warrant liabilities |
— | 601 | 601 | 601 | ||||||||||||||||||||||||||||
Interest earned on marketable securities held in Trust Account |
— | (13 | ) | 13 | 3AA |
— | 13 | 3AA |
— | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total other (income) expenses, net |
(19,698 | ) | 3,047 | 21,320 | 4,669 | 21,320 | 4,669 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net (loss) income before provision for income taxes |
3,093 | (5,129 | ) | (22,475 | ) | (24,511 | ) | (22,475 | ) | (24,511 | ) | |||||||||||||||||||||
Income tax provision |
5 | — | — | 3DD |
$ | 5 | — | 3DD |
5 | |||||||||||||||||||||||
Net (loss) income |
$ | 3,088 | $ | (5,129 | ) | $ | (22,475 | ) | $ | (24,516 | ) | $ | (22,475 | ) | $ | (24,516 | ) | |||||||||||||||
Net loss per share of common stock—basic and diluted |
$ | — |
Six Months Ended June 30, 2021 |
Period From January 14, 2021 (Inception) Through June 30, 2021 |
Transaction Accounting Adjustments (Assuming No Redemptions) |
Six Months Ended June 30, 2021 |
Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
Six Months Ended June 30, 2021 |
|||||||||||||||||||||||||||
Dave, Inc. (Historical) |
VPC Impact Acquisition Holdings III, Inc. (Historical) |
Pro Forma Combined (Assuming No Redemptions) |
Pro Forma Combined (Assuming Maximum Redemptions) |
|||||||||||||||||||||||||||||
Weighted average shares of common stock outstanding— basic |
99,367,891 | |||||||||||||||||||||||||||||||
Weighted average shares of common stock outstanding— diluted |
261,795,841 | |||||||||||||||||||||||||||||||
Net loss per share Class A common stock redeemable shares—basic and diluted |
$ | — | $ | (0.06 | ) | $ | (0.07) | |||||||||||||||||||||||||
Weighted average shares outstanding—Class A common stock redeemable shares—basic and diluted |
25,376,598 | 4 |
317,707,779 | 4 |
292,579,559 | |||||||||||||||||||||||||||
Net loss per share—Class B— basic and diluted |
$ | (0.84 | ) | |||||||||||||||||||||||||||||
Weighted average shares outstanding—Class B—basic and diluted |
6,129,745 | |||||||||||||||||||||||||||||||
Net loss per share—Class V— basic and diluted |
$ | (0.06 | ) | $ | (0.07) | |||||||||||||||||||||||||||
Weighted average shares outstanding—Class V—basic and diluted |
4 |
70,773,077 | 4 |
75,573,077 |
Year Ended December 31, 2020 |
Transaction Accounting Adjustments (Assuming No Redemptions) |
Year Ended December 31, 2020 |
Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
Year Ended December 31, 2020 |
||||||||||||||||||||||||||||
Dave, Inc. (Historical) |
VPC Impact Acquisition Holdings III, Inc. (Historical) (1) |
Pro Forma Combined (Assuming No Redemptions) |
Pro Forma Combined (Assuming Maximum Redemptions) |
|||||||||||||||||||||||||||||
As Restated) |
||||||||||||||||||||||||||||||||
Operating Revenues: |
||||||||||||||||||||||||||||||||
Service based revenue, net |
$ | 120,595 | $ | — | $ | 120,595 | $ | 120,595 | ||||||||||||||||||||||||
Transaction based revenue, net |
1,201 | — | 1,201 | 1,201 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total operating revenue, net |
121,796 | — | — | 121,796 | 121,796 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||
Provision for unrecoverable advances |
25,539 | — | 25,539 | 25,539 | ||||||||||||||||||||||||||||
Processing and servicing fees |
21,646 | — | 21,646 | 21,646 | ||||||||||||||||||||||||||||
Advertising and marketing |
38,019 | — | 38,019 | 38,019 | ||||||||||||||||||||||||||||
Compensation and benefits |
22,210 | — | 3,834 | 3EE |
26,044 | 3,834 | 3EE |
26,044 | ||||||||||||||||||||||||
Other operating expenses |
15,763 | — | 11,711 | 3CC |
27,474 | 11,711 | 3CC |
27,474 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total operating expenses |
123,177 | — | 15,545 | 138,722 | 15,545 | 138,722 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Other (income) expense: |
||||||||||||||||||||||||||||||||
Interest income |
(409 | ) | — | 272 | 3GG |
(137 | ) | 272 | 3GG |
(137 | ) | |||||||||||||||||||||
Interest expense |
17 | — | (17 | ) | 3BB |
— | (17 | ) | 3BB |
— | ||||||||||||||||||||||
Legal settlement and litigation expenses |
4,467 | — | 4,467 | 4,467 | ||||||||||||||||||||||||||||
Other strategic financing and transactional expenses |
1,356 | — | 1,356 | 1,356 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total other expense, net |
5,431 | — | 255 | 5,686 | 255 | 5,686 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Loss before provision for income taxes |
(6,812 | ) | — | (15,800 | ) | (22,612 | ) | (15,800 | ) | (22,612 | ) | |||||||||||||||||||||
Provision for income taxes |
145 | — | — | 3DD |
145 | — | 3DD |
145 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss |
$ | (6,957 | ) | $ | — | $ | (15,800 | ) | $ | (22,757 | ) $ | (15,800 | ) | $ | (22,757 | ) | ||||||||||||||||
Net loss per share of common stock - basic and diluted |
$ | (0.08 | ) | |||||||||||||||||||||||||||||
Weighted average shares of common stock outstanding -basic and diluted |
90,986,048 | |||||||||||||||||||||||||||||||
Net loss per share - Class A common stock redeemable shares - basic and diluted |
$ | — | $ | (0.06 | ) | $ | (0.06 | ) | ||||||||||||||||||||||||
Weighted average shares outstanding - Class A common stock redeemable shares - basic and diluted |
— | 4 |
317,707,779 | 4 |
292,579,559 | |||||||||||||||||||||||||||
Net loss per share - Class B - basic and diluted |
$ | — | ||||||||||||||||||||||||||||||
Weighted average shares outstanding - Class B - basic and diluted |
— |
Year Ended December 31, 2020 |
Transaction Accounting Adjustments (Assuming No Redemptions) |
Year Ended December 31, 2020 |
Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
Year Ended December 31, 2020 |
||||||||||||||||||||||||||||
Dave, Inc. (Historical) |
VPC Impact Acquisition Holdings III, Inc. (Historical) (1) |
Pro Forma Combined (Assuming No Redemptions) |
Pro Forma Combined (Assuming Maximum Redemptions) |
|||||||||||||||||||||||||||||
As Restated) |
||||||||||||||||||||||||||||||||
Net loss per share - Class V - basic and diluted |
$ | — | $ | (0.06 | ) | $ | (0.06 | ) | ||||||||||||||||||||||||
Weighted average shares outstanding - Class V - basic and diluted |
— | 4 |
70,773,077 | 4 |
75,573,077 |
(1) | As VPCC’s date of inception is January 14, 2021, no statement of operations data exists for the year ended December 31, 2020. |
(A) | Reflects the reclassification of $253.8 million held in the Trust Account to cash and cash equivalents. |
(B) | Reflects the reduction in cash and VPCC’s APIC in the amount of $253.8 million related to the maximum redemption scenario. |
(C) | Reflects the reclassification of VPCC’s Common Stock subject to possible redemption into permanent equity. |
(D) | Reflects cash proceeds from the concurrent PIPE Investment in the amount of $210.0 million and corresponding offset to APIC, inclusive of the $15 million PIPE prefunding. The prefunding promissory note issued in August 2021 for cash is discharged with the issuance of 1.5 million shares at the closing of the Business Combination. |
(E) | Reflects the conversion of approximately $0.7 million of Dave convertible notes and approximately $0.02 of accrued interest into fully vested shares of VPCC Common Stock. Using an estimated exchange ratio of 1.355009, the $0.72 million of Dave liabilities will convert into approximately 224,537 shares of Combined Company Common Stock upon the consummation of the Business Combination. |
(F) | Reflects the conversion of the Dave Preferred Stock into Dave Common Stock in accordance with the Merger Agreement. |
(G) | Reflects the elimination of VPCC’s retained earnings and Dave’s par value of common shares upon consummation of the Business Combination. |
(H) | Reflects an adjustment of approximately $35.8 million to reduce cash and approximately $1.9 million to reduced deferred offering costs for transaction costs expected to be incurred by VPCC and Dave in relation to the Business Combination and PIPE Investment, including advisory, banking, printing, legal and accounting services. As part of the Business Combination, approximately $11.7 million was expensed and recorded in accumulated deficit, and the remaining approximately $24.1 million was determined to be equity issuance costs and offset to additional-paid-in-capital. |
(I) | Reflects the payment of approximately $0.005 million of offering costs accrued on VPCC’s June 30, 2021 balance sheet. |
(J) | Reflects compensation expense of approximately $1.5 million recorded in additional-paid-in-capital ([EE]) |
(K) | Reflects the exercise of Dave call options in exchange for the forgiveness of the related loans to stockholders of approximately $14.4 million and related accrued interest receivable of $0.5 million. Dave reclassified the loan and derivative asset of approximately $24.5 million to APIC. See Note ([FF]) |
(L) | Reflects a pro forma adjustment for the repurchase of 6,000,000 Combined Company common stock per the terms of the Repurchase Agreement at a net price of $10 per share for a total repayment of $60.0 million as a reduction of APIC offset by an increase of accrued expenses. This pro forma adjustment is only applicable for the No Redemption Scenario as under the terms of the Repurchase Agreement no repurchase would be required in the Maximum Redemption Scenario. |
(M) | Reflects the exercise of 1,670,667 Dave warrants issued in connection with the Senior Secured Debt Facility into 332,572 shares of Dave common stock immediately prior to the Business Combination. Using an estimated exchange ratio of 1.355009, the shares will convert into approximately 452,471 VPCC shares on a post-combination basis. The cashless exercise was treated as a reclassification of the warrant liability of approximately $3.0 million to APIC. |
(AA) | Elimination of interest income and unrealized gain on the Trust Account. |
(BB) | Elimination of interest expense of $0.006 million for the six months ended June 30, 2021 and $0.02 million for the year ended December 31, 2020 related to Dave convertible debt that will convert to Combined Company Common Stock upon the closing of the Business Combination. |
(CC) | Reflects the estimated transaction costs of $11.7 million as if incurred on January 1, 2020, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statement of operations. This is a non-recurring item. |
(DD) | The net effect of all adjustments impacting the pro forma statement of operations results in a reduction of the income tax benefit of approximately $4.7 million for the six months ended June 30, 2021 and |
approximately $3.3 million for the year ended December 31, 2020 based on the application of the blended statutory tax rate of 21%. However, VPCC has not reflected the income tax benefit in the pro forma statement of operations, as VPCC does not believe that the income tax benefit is realizable and records a full valuation allowance against all deferred tax assets. |
(EE) | Reflects estimated compensation expense related to Mr. Wilk’s stock options. The value of the stock options was estimated using a Monte Carlo simulation. This model requires the input of certain assumptions, including the risk-free interest rate, volatility, dividend yield and expected life. The options were granted in nine tranches each of which contain service, market and performance conditions. Vesting commences on the grant date, however, no compensation charges are recognized until the performance condition is probable upon the completion of the Business Combination. On the date of the Business Combination, there is a cumulative expense for the amount vested between the grant date and the date of the Business Combination. Stock-based compensation expense for the six months ended June 30, 2021 was approximately $1.2 million and approximately $3.8 million for the year ended December 31, 2020, inclusive of a cumulative expense of approximately $1.5 million. The cumulative expense recognized is a non-recurring item. See NOTE ([J]) non-recurring item. |
(FF) | Reflects the elimination of historical changes in fair value of the call option of approximately $24.0 million for the six months ended June 30, 2021 and nil for the year ended December 31, 2020. This is a non-recurring item. |
(GG) | Elimination of interest income from the loans to stockholders related to the call option of $0.1 million for the six months ended June 30, 2021 and approximately $0.3 million for the year ended December 31, 2020. |
(HH) | Reflects the elimination of historical changes in fair value of the Dave warrant of approximately $2.9 million for the six months ended June 30, 2021 and nil for the year ended December 31, 2020 upon exercise of the warrant immediately prior to the closing of the Business Combination. This is a non-recurring item. |
(in thousands, except share data) |
||||||||||||||||
No Redemption |
Maximum Redemption |
|||||||||||||||
Stockholders |
Class A Shares |
Class V Shares |
Class A Shares |
Class V Shares |
||||||||||||
Numerator |
||||||||||||||||
Net loss (in thousands) |
$ | (20,034 | ) | $ | (4,482 | ) $ | (19,467 | ) | $ | (5,049 | ) | |||||
Denominator (1) |
||||||||||||||||
Former Dave stockholders and preferred stockholders (2) |
265,519,230 | 70,773,077 | 266,719,230 | 75,573,077 | ||||||||||||
VPCC sponsor shares (3) |
4,758,113 | — | 3,806,491 | — | ||||||||||||
VPCC public stockholders |
25,376,598 | — | — | — | ||||||||||||
PIPE Investment |
21,000,000 | — | 21,000,000 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total shares of Dave common stock outstanding at closing of the Transaction |
316,653,941 | 70,773,077 | 291,525,721 | 75,573,077 | ||||||||||||
Net loss per share |
||||||||||||||||
Basic and diluted |
$ | (0.06 | ) | $ | (0.06 | ) $ | (0.07 | ) | $ | (0.07 | ) |
(1) | The denominator excludes the effect of the Founder Holder Earnout Shares due to the uncertainty related to the market vesting conditions. |
(2) | Reflects the repurchase of 6,000,000 shares comprised of 4,800,000 Class V and 1,200,000 Class A Common Stock of the Combined Company by Selling Holders on the business day immediately following the Second Merger pursuant to the Repurchase Agreement. The repurchase is only applicable for the No Redemption Scenario. |
(3) | Founder Shares including 951,622 shares of VPCC Class A Common Stock subject to forfeiture dependent on the number of redemptions (the “ Founder Holder Contingent Closing Shares |
(in thousands, except share data) |
||||||||||||||||
No Redemption |
Maximum Redemption |
|||||||||||||||
Stockholders |
Class A Shares |
Class V Shares |
Class A Shares |
Class V Shares |
||||||||||||
Numerator |
||||||||||||||||
Net loss (in thousands) |
$ | (18,596 | ) | $ | (4,161 | ) $ | (18,070 | ) | $ | (4,687 | ) | |||||
Denominator (1) |
||||||||||||||||
Former Dave stockholders and preferred stockholders (2) |
265,519,230 | 70,773,077 | 266,719,230 | 75,573,077 | ||||||||||||
VPCC sponsor shares (3) |
4,758,113 | — | 3,806,491 | — | ||||||||||||
VPCC public stockholders |
25,376,598 | — | — | — | ||||||||||||
PIPE Investment |
21,000,000 | — | 21,000,000 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total shares of Dave common stock outstanding at closing of the Transaction |
316,653,941 | 70,773,077 | 291,525,721 | 75,573,077 | ||||||||||||
Net loss per share |
||||||||||||||||
Basic and diluted |
$ | (0.06 | ) | $ | (0.06 | ) $ | (0.06 | ) | $ | (0.06 | ) |
(1) | The denominator excludes the effect of the Founder Holder Earnout Shares due to the uncertainty related to the market vesting conditions. |
(2) | Reflects the repurchase of 6,000,000 shares comprised of 4,800,000 Class V and 1,200,000 Class A Common Stock of the Combined Company by Selling Holders on the business day immediately following the Second Merger pursuant to the Repurchase Agreement. The repurchase is only applicable for the No Redemption Scenario. |
(3) | Founder Shares including 951,622 Founder Holder Contingent Closing Shares. All Founder Holder Contingent Shares are forfeited in the maximum redemption scenario. |
• | Assuming No Redemption s |
• | Maximum Redemption Scenari o |
(in thousands, except share data) |
||||||||||||||||||||||||
Historical |
Pro Forma Combined |
Dave, Inc. Equivalent Pro Forma Per Share Data (3) |
||||||||||||||||||||||
As of and for the six months ended June 30, 2021 |
Dave, Inc. (Historical) |
VPC Impact Acquisition Holdings III, Inc. (Historical) |
Assuming No Redemptions |
Assuming Maximum Redemptions |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||||||||||||||
Net income (loss) per share—Class A and common stock—basic and diluted (2) |
$ | — | $ | — | $ | (0.06 | ) | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.09 | ) | ||||||||
Book value per share—Class A and common stock (1) |
$ | (0.15 | ) | $ | 0.05 | $ | 0.96 | $ | 0.49 | $ | 1.31 | $ | 0.66 | |||||||||||
Basic weighted average shares outstanding, Class A and common stock |
99,367,891 | 25,376,598 | 317,707,779 | 292,579,559 | N/A | N/A | ||||||||||||||||||
Diluted weighted average shares outstanding, Class A and common stock |
261,795,841 | 25,376,598 | 317,707,779 | 292,579,559 | N/A | N/A | ||||||||||||||||||
Net loss per share—Class B—basic and diluted (2) |
N/A | $ | (0.84 | ) | N/A | N/A | N/A | N/A | ||||||||||||||||
Book value per share—Class B (1) |
N/A | $ | 0.05 | N/A | N/A | N/A | N/A | |||||||||||||||||
Basic and diluted weighted average shares outstanding, Class B |
N/A | 6,129,745 | N/A | N/A | N/A | N/A | ||||||||||||||||||
Net loss per share—Class V—basic and diluted (2) |
N/A | N/A | $ | (0.06 | ) | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.09 | ) | ||||||||||
Book value per share—Class V (1) |
N/A | N/A | $ | 0.96 | $ | 0.49 | $ | 1.31 | $ | 0.66 | ||||||||||||||
Basic and diluted weighted average shares outstanding, Class V |
N/A | N/A | 70,773,077 | 75,573,077 | N/A | N/A | ||||||||||||||||||
As of and for the Period ended December 31, 2020 |
||||||||||||||||||||||||
Net loss per share—common stock—basic and diluted (4) |
$ | (0.08 | ) | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Basic and diluted weighted average shares outstanding, common stock |
90,986,048 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||
Net loss per share—Class A—basic and diluted (4) |
N/A | N/A | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.08 | ) | $ | (0.08 | ) | ||||||||||
Basic and diluted weighted average shares outstanding, Class A |
N/A | N/A | 317,707,779 | 292,579,559 | N/A | N/A | ||||||||||||||||||
Net loss per share—Class V—basic and diluted (4) |
N/A | N/A | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.08 | ) | $ | (0.08 | ) | ||||||||||
Basic and diluted weighted average shares outstanding, Class V |
N/A | N/A | 70,773,077 | 75,573,077 | N/A | N/A |
(1) | Book value per share is computed as total shareholders’ equity divided by common shares outstanding. |
(2) | Net loss per common share is based on the net loss and weighted average number of common shares outstanding for the six months ended June 30, 2021. |
(3) | Equivalent net loss per common share—basic and diluted and equivalent book value per share information is computed by multiplying the combined pro forma per share data by the exchange ratio of 1.355009 set forth in the Merger Agreement. The purpose of equivalent pro forma per share data is to equate the respect per share values to one share of Dave. |
(4) | Net loss per common share is based on the net loss and weighted average number of common shares outstanding for the year ended December 31, 2020. |
• | You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of VPCC Class A Common Stock or VPCC Class B Common Stock will be voted as recommended by the board of directors. The board of directors recommends voting “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Governance Proposals, “FOR” the Director Election Proposal, “FOR” the Share Issuance Proposal, “FOR” the 2021 Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Repurchase Proposal and “FOR” the Adjournment Proposal. |
• | You can attend the Special Meeting and vote in person even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of VPCC Stockholders and the community, the Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Special Meeting by visiting and entering your control number as further explained in the accompanying proxy statement/prospectus. However, if your shares of VPCC Class A Common Stock or VPCC Class B Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of VPCC Class A Common Stock or VPCC Class B Common Stock. |
• | you may send another proxy card with a later date; |
• | you may notify VPCC’s secretary, in writing, before the Special Meeting that you have revoked your proxy; or |
• | you may attend the Special Meeting, revoke your proxy, and vote in person, as indicated above. |
• | if you hold your shares of VPCC Class A Common Stock through units, elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; |
• | check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder with respect to shares of VPCC Class A Common Stock; |
• | prior to 5:00 p.m., Eastern Time, on [●], 2021 (two (2) business days before the Special Meeting), (i) tender your shares physically or electronically and (ii) submit a request in writing that we redeem your Public Shares for cash, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested to Continental Stock Transfer & Trust Company, our transfer agent, to the attention of Mark Zimkind at 1 State Street Plaza, 30 th Floor, New York, New York 10004, or by email at mzimkind@continentalstock.com; and |
• | deliver your shares of VPCC Class A Common Stock either physically or electronically through DTC to the transfer agent at least two (2) business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is VPCC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, VPCC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your shares of VPCC Class A Common Stock as described above, your shares will not be redeemed. |
• | each share of Dave Preferred Stock that is issued and outstanding immediately prior to the Effective Time to automatically convert into a number of shares of Dave Common Stock, at their respective conversion ratio; |
• | a dual-class Dave Common Stock structure to be implemented consisting of (x) Class A common stock, par value $0.00001 per share (“ Dave Class A Common Stock Dave Class V Common Stock |
• | each authorized share of the Dave Common Stock to automatically convert, effective as of the Recapitalization, into a share of Dave Class A Common Stock; and |
• | immediately thereafter, each share of Dave Class A Common Stock held by Jason Wilk, the Chief Executive Officer and Co-Founder of Dave (“Mr. Wilk |
Ownership Percentage |
||||||||
Beneficial Owners |
No Redemption Scenario |
Maximum Redemption Scenario |
||||||
VPCC’s existing Public Stockholders (collectively, but excluding any shares issued to such persons in connection with the PIPE Investment) |
6.5 | % | 0.0 | % | ||||
Founder Holders |
1.6 | % | 1.5 | % | ||||
Dave Interest Holders |
86.5 | % | 92.8 | % | ||||
PIPE Investors (collectively, but excluding any Public Shares held by such persons) |
5.4 | % | 5.7 | % |
• | at the Special Meeting, the VPCC Stockholders must have approved (the “ Requisite VPCC Stockholder Approval |
amendment and restatement of VPCC’s governing documents to be effective from and after the Closing; (5) the adoption and approval of the Equity Incentive Plans (as defined below); (6) the election of the certain persons to the VPCC Board; (7) the approval of the Repurchase and (8) any other proposals VPCC deems necessary or desirable to consummate the Transactions; |
• | all applicable waiting periods (and any extensions thereof) under the HSR Act relating to the Transactions shall have expired or otherwise been terminated; |
• | no provision of any applicable law prohibiting, enjoining or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent order enjoining or making illegal the consummation of the Transactions will be in effect; |
• | certain specified authorizations, consents, orders, approvals, non-objections, declarations, filings or waiting periods shall have been made, received or expired, as applicable; |
• | the shares of Combined Company Class A Common Stock to be issued in connection with the Closing shall have been conditionally approved for listing upon the Closing on Nasdaq, subject only to the requirement to have a sufficient number of round lot holders and official notice of issuance; and |
• | the Registration Statement, of which this proxy statement/prospectus forms a part, must be effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before the SEC. |
• | the fundamental representations and warranties of VPCC (i.e., representations related to organization and qualification, subsidiaries, capitalization, authority relative to the Merger Agreement and VPCC’s trust account) must have been true and correct in all material respects on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date), in each case without giving effect to any limitation as to “materiality” or “VPCC Material Adverse Effect,” as defined below, or any similar limitation contained therein; and all other representations and warranties of VPCC set forth in the Merger Agreement must have been true and correct on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) (in each case, without giving effect to any limitation as to “materiality” or “VPCC Material Adverse Effect” or any similar limitation contained therein), except, in each case, where the failure of such representations and warranties of VPCC to be so true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a VPCC Material Adverse Effect; |
• | VPCC, First Merger Sub and Second Merger Sub must have performed and complied with all agreements and covenants required to be performed or complied with by them under the Merger Agreement at or prior to the Closing Date, in each case in all material respects; |
• | certain individuals must have resigned from their positions and offices with VPCC; |
• | VPCC must have delivered, or caused to be delivered, or stand ready to deliver, to Dave all of the certificates, instruments, contracts and other documents required to be delivered by VPCC pursuant to the Merger Agreement; |
• | VPCC must have made appropriate arrangements to have the cash available in the Trust Account, less any amounts required to satisfy VPCC Share Redemptions, available to VPCC for payment of Dave’s |
transaction costs (“ Dave Transaction Costs VPCC Transaction Costs |
• | the fundamental representations and warranties of Dave (i.e., representations related to organization and qualification, subsidiaries, capitalization, due authorization, and brokers and third party expenses) must have been true and correct in all material respects on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date), in each case without giving effect to any limitation as to “materiality” or “Dave Material Adverse Effect,” as defined below, or any similar limitation contained therein); and all other representations and warranties of Dave set forth in the Merger Agreement must have been true and |
correct on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct as of such earlier date) (in each case, without giving effect to any limitation as to “materiality” or “Dave Material Adverse Effect” or any similar limitation contained therein), except, in each case, where the failure of such representations and warranties of Dave to be so true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a Dave Material Adverse Effect; |
• | Dave and its subsidiaries must have performed or complied with all of its agreements and covenants required to be performed or complied with by it under the Merger Agreement on or prior to the Closing Date in all material respects; |
• | Dave must have delivered to VPCC a stockholder action by written consent (the “ Stockholder Written Consent Requisite Dave Stockholder Approval |
• | since the date of the Merger Agreement, there must not have occurred a Dave Material Adverse Effect; |
• | certain individuals must have resigned from their positions and offices with Dave; |
• | Dave must have delivered, or stand ready to deliver, to VPCC all of the certificates, instruments, contracts and other documents specified to be delivered by Dave pursuant to the Merger Agreement; and |
• | the Recapitalization shall have been consummated in accordance with and compliance with Dave’s governance documents and applicable law. |
• | Organization and Qualification |
• | Dave Subsidiaries |
• | Capitalization |
• | Due Authorization |
• | No Conflict; Governmental Consents and Filings |
• | Legal Compliance; Permits |
• | Financial Statements |
• | No Undisclosed Liabilities |
• | Absence of Certain Changes or Events |
• | Litigation |
• | Dave Benefit Plans |
• | Labor Relations |
• | Real Property; Tangible Property |
• | Taxes |
• | Environmental Matters |
• | Brokers; Third Party Expenses |
• | Intellectual Property |
• | Privacy |
• | Agreements, Contracts and Commitments |
• | Insurance |
• | Affiliate Matters |
• | Certain Provided Information |
• | Material Customers and Material Suppliers |
• | Absence of Certain Business Practices |
• | Product Liability |
• | Required Vote |
• | Disclaimer of Other Warranties |
• | Organization and Qualification |
• | VPCC Subsidiaries |
• | Capitalization |
• | Authority Relative to the Merger Agreement |
• | No Conflict; Required Filings and Consents |
• | Compliance; Permits |
• | VPCC SEC Reports; Financial Statements; No Undisclosed Liabilities |
• | Absence of Certain Changes or Events |
• | Litigation |
• | Business Activities |
• | VPCC Material Contracts |
• | VPCC Listing |
• | PIPE Investment Amount |
• | Trust Account |
• | Taxes |
• | Information Supplied |
• | Board Approval; Stockholder Vote |
• | Brokers |
• | Indebtedness |
• | Founder Holder Agreement |
• | Disclaimer of Other Warranties |
• | any merger, consolidation, amalgamation, share exchange, business combination, joint venture, acquisition, financing, recapitalization (for the avoidance of doubt, other than the Recapitalization), dissolution, liquidation, reorganization or other similar transaction involving Dave or any of its subsidiaries; |
• | any issuance, sale, pledge, disposal of, transfer or encumbrance of any securities (or instruments convertible into or exercisable or exchangeable for, such securities) of Dave or any of its subsidiaries, other than issuances, sales, pledges, disposals, transfers or encumbrances of securities (or instruments convertible into or exercisable or exchangeable for, such securities) expressly permitted by interim operating covenants in the Merger Agreement (as more fully described below under “— Covenants—Operation of Business Pending the Merger |
• | any transaction (i) in which any Person or “group” (as defined in the Exchange Act and the rules thereunder) of Persons acquires beneficial or record ownership of securities (or instruments convertible into or exercisable or exchangeable for, such securities) representing 10% or more of the outstanding voting power of Dave or any of its subsidiaries; or (ii) in which Dave or any of its subsidiaries issues, transfers, sells or pledges securities (or instruments convertible into or exercisable or exchangeable for, such securities) representing 10% or more of the outstanding voting power of Dave or any of its subsidiaries (after giving effect to such transaction); |
• | any sale, pledge exchange, transfer, acquisition or disposition of 10% or more of the assets of Dave, any of its subsidiaries or of any business or businesses that constitute or account for 10% or more of the revenues or income of Dave or any of its subsidiaries; |
• | any or exchange offer that if consummated would result in any Person or “group” (as defined in the Exchange Act and the rules thereunder) of Persons acquiring beneficial or record ownership of securities (or instruments convertible into or exercisable or exchangeable for such securities) representing 10% or more of the outstanding voting power of the Dave or any of its subsidiaries; |
• | any combination of the foregoing types of transaction if the sum of the percentage of the voting power of Dave or any of its subsidiaries or of the revenues, income or assets of Dave or any of its subsidiaries involved is 10% or more; or |
• | any other transaction that would reasonably be expected to materially impede, materially delay, materially interfere with or prevent the consummation of the Transactions. |
• | VPCC and Dave creating a communications plan and providing access, subject to certain specified restrictions and conditions, to the other party and its respective representatives reasonable access to VPCC and Dave’s (as applicable) properties, books records, and personnel; |
• | VPCC and Dave using reasonable best efforts to (i) cause the conditions in the Merger Agreement to be satisfied, (ii) obtain all necessary actions, waivers, consents approvals, orders and authorizations from governmental entities, (iii) obtain all consents, approvals or waivers from third parties required as a result of the Transactions, (iv) terminate certain agreements, (v) defend any suits challenging the Merger Agreement or the consummation of the Transactions and (vi) execute any additional instruments reasonably necessary to consummate the Transactions; |
• | Dave and its subsidiaries and controlled affiliates agreeing not to engage in transactions involving securities of VPCC during the Interim Period; |
• | Dave waiving claims, on behalf of itself and its affiliates, in or to the Trust Account; |
• | VPCC and Dave providing notice to each other of any event, condition or development of which they have knowledge that is reasonably likely to cause any of the conditions to the Closing to not be satisfied or the satisfaction of those conditions to be materially delayed or that would require an amendment or supplement to the Registration Statement of which this proxy statement/prospectus is a part; |
• | VPCC using reasonable best efforts to cause the shares of Combined Company Class A Common Stock issued in connection with the Business Combination to be listed on Nasdaq; |
• | VPCC using its reasonable best efforts to cause the Trustee to distribute the trust account to certain parties, including: (A) to stockholders who have properly elected to have their VPCC Class A Common Stock redeemed for cash in accordance with the provisions of VPCC’s governing documents; (B) for income tax or other tax obligations of VPCC prior to Closing; (C) to the underwriters of the initial public offering of VPCC with respect to any deferred underwriting compensation, (D) for any VPCC Transaction Costs, and (E) as repayment of loans and reimbursement of expenses to directors, officers and stockholders of VPCC, after which time the Trust Account will terminate; |
• | VPCC providing certain rights to exculpation, indemnification and advancement of expenses to current and former directors and officers of Dave, VPCC and their respective subsidiaries and Dave and VPCC each obtaining a “tail” directors’ and officers’ liability insurance policies; |
• | VPCC taking commercially reasonable steps to exempt the acquisition or disposition of VPCC Class A Common Stock from Section 16(a) of the Exchange Act pursuant to Rule 16b-3 thereunder; |
• | VPCC agreeing to take all actions necessary to ensure certain individuals are elected and appointed to the board of the Surviving Company; |
• | Dave terminating, or causing the termination of, certain contracts, without any outstanding liabilities to the Surviving Entity; |
• | VPCC, on one hand, and the Dave Interest Holders, on the other, along with their respective affiliates and representatives, releasing the other parties from disputes, claims and losses, except as otherwise contemplated by the Merger Agreement or claims based on actual fraud; |
• | VPCC using commercially reasonable efforts to take all actions and do all things necessary to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, VPCC giving Dave written notice of certain events related to the Subscription Agreements and the commitments thereunder and, in the event that the any portion of the PIPE Investment becomes unavailable on the terms contemplated by the Subscription Agreements or the PIPE Investments at any time are less than $210,000,000, VPCC and Dave cooperating and using their respective commercially reasonable efforts to obtain alternative financing on terms and conditions no less favorable, in the aggregate, than those in the Subscription Agreements; |
• | Sponsor or one or more of its affiliates or certain related parties being provided the right, in the event the VPCC Share Redemptions exceed 20% of the issued and outstanding shares of VPCC Class A Common Stock held by VPCC’s Public Stockholders (the “ VPCC Share Redemptions Threshold VPCC Share Redemptions Alternative Financing |
• | causing the Amended and Restated Combined Company Bylaws to be adopted; |
• | Dave and the Dave Board taking action necessary to terminate the Dave Stock Plans and cause any Dave equity awards that are outstanding to be assumed by VPCC (subject to the approval of VPCC Stockholders), as provided in the Merger Agreement; |
• | VPCC using a portion of the PIPE Investment Amount to fund the Repurchase (as more fully described below under “— Certain Agreements Related to the Business Combination—Repurchase Agreement |
• | Dave delivering to VPCC as promptly as reasonably practicable following the date of the Merger Agreement (but in any event prior to the filing of the Registration Statement of which this proxy statement/prospectus is a part), audited financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board; |
• | Dave and the Dave Stockholders agreeing to effectuate the Recapitalization (as more fully described above under “— The Merger Agreement—Recapitalization |
• | VPCC agreeing to adopt the Equity Incentive Plans (as more fully described below under “— Certain Agreements Related to the Business Combination—Equity Incentive Plans |
• | Dave agreeing (i) to pay all transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other such similar taxes and fees (including any penalties and interest) that become payable in connection with or by reason of the execution of the Merger Agreement, (ii) to timely file any tax return or other document with respect to such taxes or fees (and VPCC agreeing to reasonably cooperate with respect thereto as necessary), and (iii) to terminate prior to the Closing Date all tax sharing agreements or similar arrangements with respect to or involving Dave (other than any agreement entered into in the ordinary course of business and not primarily concerning taxes); |
• | VPCC agreeing, at the request of Dave, to seek amendments of the VPCC Warrants in forms reasonably acceptable to VPCC and Dave in an effort to address the SEC Warrant Accounting Statement with respect to the accounting treatment of the VPCC Warrants as equity instruments (rather than liabilities) of VPCC from and after the date of such amendments under applicable GAAP accounting standards, the approval of which is expressly not considered a part of or necessary for the Requisite VPCC Stockholder Approval for purposes of the closing conditions in the Merger Agreement; |
• | Dave agreeing to use commercially reasonable efforts to cause certain Dave Interest Holders to execute and deliver to VPCC, at or before Closing, a counterpart signature page to the Investor Rights Agreement; and |
• | Dave agreeing to (i) use reasonable best efforts to obtain from any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) who has the right to receive any payment or benefit that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “ Waived 280G Benefits |
• | by mutual written agreement of VPCC and Dave; |
• | by either VPCC or Dave if the Closing shall not have been consummated by January 31, 2022; provided |
• | by either VPCC or Dave if a governmental entity having competent jurisdiction shall have issued an order having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, including the Mergers, which order or other action is final and nonappealable; provided |
whose action or failure to act has was a principal cause of such order and such action or failure to act constitutes a breach of the Merger Agreement; |
• | by Dave, if there has been a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement on the part of VPCC, First Merger Sub or Second Merger Sub, or inaccuracy in any representation or warranty of VPCC, First Merger Sub or Second Merger Sub, in either case which breach or inaccuracy would cause any of the conditions to Closing set forth in the Merger Agreement not to be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided, that provided, further, such 30-day period or such condition is otherwise satisfied); |
• | by VPCC, if there has been a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement on the part of Dave or inaccuracy in any representation or warranty of Dave, in either case which breach or inaccuracy would cause any of the conditions set forth in the Merger Agreement not to be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided, that provided, further, that such 30-day period or such condition is otherwise satisfied); |
• | by either VPCC or Dave, if the Special Meeting has been held (including any adjournments thereof), has concluded, VPCC Stockholders have duly voted, and the Requisite VPCC Stockholder Approval has not been obtained; |
• | by VPCC at any time prior to obtaining the Requisite Dave Stockholder Approval if the Dave Board shall have made a Dave Change in Recommendation; |
• | by Dave at any time prior to obtaining the Requisite VPCC Stockholder Approval if the VPCC Board shall have made a VPCC Change in Recommendation; |
• | by VPCC, in the event of a Written Consent Failure; |
• | by VPCC, if Dave has not provided, or caused to be provided, to VPCC fully executed Support Agreements, duly executed by each Written Consent Party, within 24 hours following the parties’ execution of the Merger Agreement; or |
• | by Dave, if (i) the VPCC Minimum Cash Condition becomes incapable of being satisfied at the Closing, and (ii) a period of 30 business days has elapsed since such circumstances exist and, at the end of such period, such circumstances continue to exist (after giving effect to any alternative financing); provided, however, that the right to terminate the Merger Agreement is not available to Dave if Dave’s action or failure to act has been a principal cause of the failure of such VPCC Minimum Cash Condition to be satisfied and such action or failure to act constitutes a breach of the Merger Agreement. |
• | high-growth financial technology (“ fintech |
• | meaningful scale and products and/or services that are materially differentiated from competitors creating meaningful barriers to entry for new competitors; |
• | operating a superior unit economic model which either currently or over time are expected to generate profitable, stable and predictable cash flow generation for the business; |
• | at a capital inflection point where significant risk-adjusted shareholder value can be generated through a business combination and resulting access to the broader equity capital markets to drive growth; |
• | possessing a best-in-class |
• | maintaining superior and scalable risk management, underwriting, data analytics, monitoring and reporting processes; and |
• | promoting financial inclusion and providing significant value to the underlying end consumer or enterprise through a lowering of transaction costs or through providing access to high-quality financial services. |
• | Public research on the neobank industry and related industries, which affirmed VPCC’s belief that there is significant white space opportunity for the broader disruption of legacy financial services and the differentiated product suite of Dave relative to alternative neobank competitors which, in many instances, have a slower speed to value than Dave; |
• | A review of Dave’s historical financial performance and forecasts including revenues, sale projections, capital expenditures, cash flow and other relevant financial and operating metrics. This review included a thorough and robust diligence of Dave’s different revenue drivers, customer adoption rate of the Dave banking product, average rate of growth, average revenue per user and customer acquisition cost in relation to the average account balances, customer acquisition costs, benchmarked where possible, against peer companies such as MoneyLion and SoFi based on publicly available information. In recommending the Business Combination, the VPCC Board acknowledged Dave’s rapidly growing userbase starting with approximately 1.1 million users in 2018 and a projected 11.4 million users in 2023, potential for achieving projected revenues of $533 million in 2023 looking at Dave’s historical performance and its opportunity for growth, the relatively low customer acquisition costs which drive elevated lifetime unit economics, superior equity capital efficiency per user to date, and the significant cross sell opportunity for Dave to offer existing member’s banking and other services, which VPCC believes meaningfully increases the average revenue per user; |
• | Conference call meetings with Dave’s management team and representatives regarding operations, company products and services, intellectual property, end market industries, total available market for each industry and growth prospects, among other customary due diligence matters, which validated the VPCC Board’s view that Dave maintained best-in-class management and operations and supported the broader growth trajectory of the business; |
• | Review of Dave’s material business contracts, corporate books and records, government regulations and filings, intellectual property and information technology and certain other legal due diligence, which did not reveal any material adverse findings; |
• | Customary confirmatory financial and accounting due diligence, which did not reveal any material adverse findings; and |
• | The prospective financial information of Dave set forth in the materials provided by Dave. |
Name |
Options |
Intrinsic Value |
Restricted Stock |
Intrinsic Value |
||||||||||||
Jason Wilk |
11,461,322 | $ | 108,495,688 | — | — | |||||||||||
Kyle Beilman |
895,065 | $ | 8,921,401 | 736,227 | (1) |
$ | 7,362,268 |
(1) | Represents restricted stock issued upon early exercise of previously granted options. |
Name |
Vested Stock |
Intrinsic Value |
||||||
Jason Wilk |
79,286,387 | (1) |
$ | 792,863,869 | ||||
Kyle Beilman |
2,116,732 | (2) |
$ | 21,167,321 |
(1) | Represents shares of Combined Company Class V Common Stock. |
(2) | Represents shares of Combined Company Class A Common Stock. |
• | If we do not consummate a business combination by March 9, 2023 (or if such date is extended at a duly called meeting of the VPCC Stockholders, such later date), we would: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten(10) business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public VPCC Stockholders’ rights as VPCC Stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining VPCC Stockholders and the VPCC Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,284,150 shares of VPCC Class B Common Stock owned by our Sponsor and the 60,000 shares of VPCC Class B Common Stock owned by the Current Independent Directors would be worthless because following the redemption of the Public Shares, we would likely have few, if any, net assets and because the Sponsor and each of VPCC’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 5,100,214 Private Placement Warrants that the Sponsor paid $7,650,321 for will expire worthless. All of VPCC’s officers and directors have a direct or indirect economic interest in such shares. The 6,344,150 shares of Combined Company Class A Common Stock that the Initial Stockholders and their permitted transferees will hold following the Business Combination, if unrestricted and freely tradable, would have had aggregate market value of approximately $63,124,292.50 based upon the closing price of $9.95 per share of VPCC Class A Common Stock on the NYSE on October 29, 2021, the most recent practicable date prior to the date of |
this proxy statement/prospectus. Given such shares of Combined Company Class A Common Stock will be subject to certain restrictions, we believe such shares have less value. The 5,100,214 Private Placement Warrants that the Sponsor will hold following the Business Combination (assuming the no redemption scenario), if unrestricted and freely tradable, would have had an aggregate market value of approximately $9,027,378.78 based upon the closing price of $1.77 per warrant on the NYSE on October 28, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. |
• | Affiliates of Victory Park Existing Financing Agreement |
• | Affiliates of Victory Park hold Dave Warrants that represent the right to purchase approximately 1.0% of the fully diluted equity of Dave, in the aggregate if all such Dave Warrants vest. Such Dave Warrants vest in increments equal to approximately 0.2% of the fully diluted equity of Dave for each $10 million funded by such affiliates of Victory Park to Dave under the Existing Financing Agreement, with all such Dave Warrants vesting at such time as $50 million has been funded by such affiliates of Victory Park under the Existing Financing Agreement. Once vested, the Dave Warrants may be exercised at any time prior to the earlier of (x) the fifth anniversary of the occurrence of Dave’s next equity financing in which Dave issues and sells shares of capital stock or securities yielding total equity proceeds to Dave of not less than $40 million (a “ qualified financing event liquidity event |
• | Our Sponsor and the Current Independent Directors have agreed not to redeem any of the Founder Shares or shares of VPCC Class A Common Stock held by them in connection with a stockholder vote to approve the Business Combination. |
• | Our Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, which, if unrestricted and freely tradable would be valued at approximately $63,124,292.50, based on the closing price of the VPCC Class A Common Stock on October 29, 2021 (assuming the no redemption scenario). |
• | If the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account. |
• | the continuation of Brendan Carroll, one of our existing directors, as a director of the Combined Company following the Closing. |
• | Our officers were not permitted to become a director or officer of any other blank check company until we entered into a definitive agreement regarding an initial business combination. |
• | Our Sponsor and the Current Independent Directors will lose their entire investment in us if an initial business combination is not completed. |
• | Our Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. |
• | Our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination. |
• | We will enter into the Investor Rights Agreement with our Sponsor and certain existing holder(s) of our capital stock (including the Founder Holders) and certain Dave Stockholders, which provides for registration rights to such parties. |
• | In connection with the Closing, our Sponsor would be entitled to the repayment of any outstanding working capital loan and advances that have been made to VPCC. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans. |
• | Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by VPCC from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Such reimbursable out-of-pocket expenses, if any, are not expected to be material. |
Dave Financial Summary and Projections |
||||||||||||
In millions |
2021 |
2022 |
2023 |
|||||||||
Total Revenue |
$ | 193 | $ | 377 | $ | 533 | ||||||
Gross Profit |
$ | 111 | $ | 223 | $ | 329 | ||||||
Adjusted EBITDA (1) |
$ | 52 | $ | 137 | $ | 216 | ||||||
Adjusted EBITDA pre-Marketing (2) |
$ | (9 | ) | $ | 12 | $ | 29 |
(1) | Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is defined as net income (loss) adjusted for interest expense (income), provision for income taxes, depreciation and amortization, share-based compensation and other discretionary items determined by Dave’s management. |
(2) | Adjusted EBITDA pre-Marketing is defined as Adjusted EBITDA, excluding marketing and advertising related costs. Dave management included this projected financial metric to increase transparency into business profitability given the significant and rapid expected increase in marketing spend during the years presented in the projections. |
• | Member acquisition assumptions based on: |
○ |
significant annual increases in marketing spend following completion of a de-SPAC transaction (estimated Q4 2021); |
* |
Revenue per Member is revenue generated by the average number of Members during a given period across Dave’s various product offerings. |
○ |
blended cost per acquired Member above historically observed levels, in order to conservatively account for marketing expenses at scale and competitive pressures; |
○ |
modest promotional spending to encourage Members to initiate a Direct Deposit relationship with Dave; and |
○ |
organic (i.e., not paid) net adds as % of paid net adds based on historical trends, with modest upside modeled to capture increasing network effects and planned product releases; |
• | Service revenue assumptions based on: |
○ |
churn and engagement consistent with Dave’s observed historical performance (multi-year period for non-Banking Members, nine-month period for Banking Members); |
○ |
RPM consistent with Dave’s observed historical performance, with modest deflation modeled over time for conservatism; and |
○ |
key RPM drivers include ExtraCash principal and engagement with optional expedited processing fees and tips; |
• | Transaction revenue assumptions based on: |
○ |
churn and engagement consistent with Dave’s observed historical performance; |
○ |
modest RPM increases relative to initial Dave Banking cohorts, reflecting trends observed in recent Member performance; and |
○ |
key RPM drivers include Member funding levels, debit spend and ATM fees; |
• | Other revenue includes assumptions on ancillary revenues based on Dave’s observed historical performance as a percent of ExtraCash revenue; |
• | Service and transactional direct costs assumptions based on: |
○ |
cost per bank account connection, default rates, card and payment processing expenses and charitable donations expense; |
○ |
significant processing scale efficiencies over time based on contracted and estimated volume discounts; |
○ |
payment processing, network fees, partner banking costs, debit funding and other fees; and |
○ |
significant efficiencies over time based on achieving scale, contractual volume discounts and insourcing of vendor services. |
• | Projected marketing spend assumptions based on: |
○ |
significant annual increases in marketing expenditures following completion of a de-SPAC transaction; and |
○ |
modest promotional spending to encourage Dave Members to initiate a direct deposit relationship with Dave Banking. |
• | Projected other operating expense assumptions based on: |
○ |
headcount costs related to engineering, product, management and other; |
○ |
non-headcount costs related to software/infrastructure, legal and travel and entertainment, among other ancillary costs; and |
○ |
certain costs scale with revenue, with some margin improvement over time driven by scale efficiencies. |
Source: | Dave Management, consensus broker research. Market data from FactSet as of June 1, 2021. |
1 | Affirm estimates showing fiscal year ending in June. |
2 | Growth-adjusted revenue multiples calculated as EV / CY revenue / CY revenue growth rate. |
(in millions) |
Assuming No Redemption |
Assuming Maximum Redemption |
||||||
Sources |
||||||||
Issuance of Shares |
$ | 3,500 | $ | 3,500 | ||||
PIPE Investment |
210 | 210 | ||||||
Cash Held in Trust |
254 | 0 | ||||||
Cash on Balance Sheet |
35 | 35 | ||||||
|
|
|
|
|||||
Total Sources |
$ |
3,999 |
$ |
3,745 |
||||
|
|
|
|
|||||
Uses |
||||||||
Stock to Current Stockholders |
$ | 3,500 | $ | 3,500 | ||||
Cash to Existing Dave Shareholders |
60 | 0 | ||||||
Fees & Expenses |
50 | 50 | ||||||
Cash to Balance Sheet |
389 | 195 | ||||||
|
|
|
|
|||||
Total Uses |
$ |
3,999 |
$ |
3,745 |
||||
|
|
|
|
• | Dave’s business will comprise the ongoing operations of the Combined Company immediately following the consummation of the Business Combination; |
• | Dave’s senior management will serve as senior management of the Combined Company; |
• | Dave Stockholders will have the greatest voting interest in the Combined Company and a majority interest under both the no redemption and maximum redemption scenarios (holding approximately 86.5% and 92.8% of the total shares outstanding of the Combined Company under the no redemption and maximum redemption scenarios, respectively); |
• | Dave’s existing directors and individuals designated by, or representing, Dave Stockholders will constitute at least four of the nine members of the initial Combined Company board of directors following the consummation of the Business Combination; |
• | Dave Stockholders will have the ability to control decisions regarding election and removal of directors from the Combined Company board of directors; and |
• | The Combined Company will continue to operate under the Dave tradename and the headquarters of The Combined Company will be Dave’s existing headquarters. |
• | banks and financial institutions or financial services entities; |
• | broker dealers; |
• | insurance companies; |
• | dealers or traders in securities subject to a mark-to-market |
• | persons holding VPCC Class A Common Stock as part of a “straddle,” hedge, integrated transaction or similar transaction; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | “specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax; |
• | U.S. expatriates or former long-term residents of the U.S.; |
• | governments or agencies or instrumentalities thereof and qualified foreign pension funds; |
• | regulated investment companies (RICs) or real estate investment trusts (REITs); |
• | persons subject to the alternative minimum tax provisions of the Code; |
• | persons who received their shares of VPCC Class A Common Stock pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes; |
• | persons holding Founder Shares or their affiliates, officers or directors; |
• | persons that directly, indirectly or constructively own five percent or more (by vote or value) of VPCC Class A Common Stock; |
• | persons required to accelerate the recognition of any item of gross income with respect to VPCC Class A Common Stock as a result of such income being recognized on an applicable financial statement; and |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation purposes regardless of its source; or |
• | an entity treated as a trust for U.S. federal income tax purposes if (i) a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. persons have the authority to control all substantial decisions of such trust or (ii) it has a valid election in effect under Treasury regulations to be treated as a U.S. person. |
• | a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates; |
• | a foreign corporation; or |
• | an estate or trust that is not a U.S. holder. |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); |
• | such Non-U.S. holder is an individual who is present in the United States for 183 days or more during the taxable year in which the disposition takes place and certain other conditions are met; or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held VPCC Class A Common Stock and, in the circumstance in which shares of VPCC Class A Common Stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of VPCC Class A Common Stock at any time within the shorter of the five-year period preceding the redemption or such Non-U.S. holder’s holding period for the shares of VPCC Class A Common Stock. There can be no assurance that our VPCC Class A Common Stock will be treated as regularly traded on an established securities market for this purpose. |
Existing Charter |
Proposed Charter | |||
Number of Authorized Shares |
The Existing Charter provides that the total number of authorized shares of all classes of capital stock is 221,000,000 shares, consisting of (a) 220,000,000 shares of VPCC Common Stock, including (i) 200,000,000 shares of VPCC Class A Common Stock and (ii) 20,000,000 shares of VPCC Class B Common Stock, and (b) 1,000,000 shares of preferred stock. See Section 4.1 of the Existing Charter. |
The Proposed Charter increases the total number of authorized shares of all classes of capital stock to, following the automatic conversion of all VPCC Class B Common Stock into Class A Common Stock immediately prior to the Closing of the Business Combination, 610,000,000 shares, consisting of (a) 500,000,000 shares of Combined Company Class A Common Stock, (b) 100,000,000 shares of Combined Company Class V Common Stock and (b) 10,000,000 shares of preferred stock. The Combined Company will not have Class B common stock. See Article IV Section 1.1 of the Proposed Charter. | ||
Dual Class Common Stock Structure |
VPCC’s Existing Charter provide that each holder of VPCC Class A Common Stock and VPCC Class B Common Stock has one vote for every share held. | The Proposed Charter will establish a dual-class Combined Company Common Stock structure consisting of Combined Company Class A Common Stock and Combined Company Class V Common Stock, and (b) provide that each share of Combined Company Class A Common Stock will be entitled to one (1) vote per share and each share of Combined Company Class V Common Stock will be entitled to ten (10) votes per share. |
Existing Charter |
Proposed Charter | |||
No Class Vote on Changes in Authorized Number of Shares of Stock |
The Existing Charter contains no specific provision regarding the required vote to change the authorized shares of any class of stock. | The Proposed Charter provides that, with respect to any vote to increase or decrease the number of authorized shares of any class or classes of stock (but not below the number of shares then outstanding) requires the affirmative vote of the holders of all the then-outstanding shares of capital stock of Combined Company entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of the Combined Company Class A Common Stock voting separately as a class shall be required therefor. See Article IV, Section 2.1 of the Proposed Charter. | ||
Required Vote to Remove Directors |
The Existing Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of VPCC entitled to vote generally in the election of directors, voting together as a single class. See Article V, Section 4 of the Existing Charter. |
The Proposed Charter provides that subject to the special rights of the holders of any series of preferred stock of the Combined Company, no director may be removed from the Combined Company board except for cause and only by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors voting together as a single class. See Article IV, Section 4 of the Proposed Charter. | ||
Required Vote to Amend the Bylaws |
The Existing Charter requires an affirmative vote of either a majority of the board of directors or the holders of at least a majority of the voting power of all then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, for the adoption, amendment, alteration or repeal of bylaws. See Article VI of the Existing Charter. |
The Proposed Charter requires an affirmative vote of the Whole Board or the holders of at least two-thirds (2/3) of the voting power of all then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, for the adoption, amendment, or repeal any provision of the bylaws (in addition to any vote of the holders of any class or series of stock of required by applicable law or by |
Existing Charter |
Proposed Charter | |||
the Proposed Charter of the Combined Company); provided, however, that two-thirds (2/3) of the Whole Board has approved such adoption, then only the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of the Combined Company’s capital stock entitled to vote generally in the election of directors, voting together as a single class shall be required to adopt, amend or repeal any provision of the Bylaws. See Article VII of the Proposed Charter | ||||
Required Vote to Amend the Charter |
The Existing Charter requires an affirmative vote of holders of the majority of the voting power of the outstanding shares of capital stock for the amendment, alteration, change or repeal of any provision in the charter. See Article XI of the Existing Charter. |
The Proposed Charter provides that, notwithstanding any other provision of the Proposed Charter (including any preferred stock designation) or any provision of law that might otherwise permit a lesser vote or no vote, and subject to Sections 1 and 2.1 of Article IV, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of the capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal or adopt any provision inconsistent with the Sections 1.3 and 2 of Article IV, or Article V, Article VI, Article VII, Article VIII, Article IX, Article X, Article XI, Article XII, Article XIII or Section 1 of this Article XIV (the “Specified Provisions provided, further, that two-thirds (2/3) of the Whole Board has approved such amendment or repeal of, or any provision inconsistent with, the Specified Provisions, then only the affirmative vote of the holders of at least a majority of the voting power of all of the then- |
Existing Charter |
Proposed Charter | |||
outstanding shares of the capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal, or adopt any provision inconsistent with, the Specified Provisions. See Article XIV, Section 1 of the Proposed Charter. | ||||
Limitation of Exclusive Forum Provision |
The Existing Charter adopts the Court of Chancery of the State of Delaware (the “ Chancery Court See Article XII of the Existing Charter |
The Proposed Charter modifies the current exclusive forum provision to clarify that the exclusive jurisdiction of the Chancery Court shall not apply to suits brought to enforce any duty or liability under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. In addition, the Proposed Charter adopts, unless the Combined Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America as the sole and exclusive forum for the resolution of claims arising under the Securities Act, or the rules and regulations promulgated thereunder. See Article X of the Proposed Charter | ||
Other Changes, Including Removal of Blank Check Company Provisions |
The Existing Charter contains various provisions applicable only to blank check companies. | The Proposed Charter provides for certain additional changes, including, among others, those (i) resulting from the Business Combination, including changing the post-business combination corporate name from “VPC Impact Acquisition Holdings III, Inc.” to “Dave Inc.” and removing certain provisions relating to |
Existing Charter |
Proposed Charter | |||
VPCC’s prior status as a blank check company and VPCC Class B Common Stock that will no longer apply upon the Closing, or (ii) that are administrative or clarifying in nature, including the deletion of language without substantive effect. |
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|||||||||
Equity compensation plans approved by security holders |
35,914,365 | (1) |
$ | 0.66 | (2) |
3,179,293 | (3) | |||||
Equity compensation plans not approved by security holders |
— | — | — | |||||||||
|
|
|
|
|||||||||
Total |
35,914,365 | $ | 0.66 | 3,179,293 |
(1) | Consists of stock options granted under the 2017 Plan on an as-converted basis assuming an estimated exchange ratio of 1.355009. |
(2) | Represents the weighted average exercise price of outstanding options, warrants and rights on an as-converted basis assuming an estimated exchange ratio of 1.355009. |
(3) | Represents the number of securities remaining available for future issuance under equity compensation plans on an as-converted basis assuming an estimate exchange ratio of 1.355009. |
• | a transfer of all or substantially all of our company’s assets; |
• | a merger, consolidation or other capital reorganization or business combination transaction of our company with or into another corporation, entity or person; or |
• | the consummation of a transaction, or series of related transactions, in which any person becomes the beneficial owner, directly or indirectly, of more than 50% of our then outstanding capital stock; |
• | If the stock is disposed of more than 2 years after the beginning of the offering and more than one year after the stock is transferred to the participant, then the lesser of (i) the excess of the fair market value of the stock at the time of such disposition over the purchase price, or (ii) the excess of the fair market value of the stock as of the beginning of the offering over the purchase price (determined as of the beginning of the offering) will be treated as ordinary income. Any further gain or any loss will be taxed as a long-term capital gain or loss. |
• | If the stock is sold or disposed of before the expiration of either of the holding periods described above, then the excess of the fair market value of the stock on the purchase date over the purchase price will be treated as ordinary income at the time of such disposition. The balance of any gain will be treated as capital gain. Even if the stock is later disposed of for less than its fair market value on the purchase date, the same amount of ordinary income is attributed to the participant, and a capital loss is recognized equal to the difference between the sales price and the fair market value of the stock on such purchase date. |
• | Offering a suite of products that help solve critical Member pain points, driving low acquisition costs. |
• | Creating frictionless access to a suite of financial products. |
• | Leveraging data to offer ExtraCash at unbeatable prices and speed to value. |
• | Focusing on community building with our Member base. |
• | Generating a “flywheel” by cross-selling existing Members to new products at no additional Member acquisition costs, resulting in lower consumer pricing. |
For Years Ended December 31, |
For Six Months Ended June 30, |
|||||||||||||||
2019 |
2020 |
2020 |
2021 |
|||||||||||||
30-Day Repayment Rate |
95.9 | % | 95.4 | % | 96.6 | % | 95.8 | % |
• | Zero account minimums; |
• | 37,000 MoneyPass ATM network locations to make no-fee withdrawals; |
• | Paychecks delivered up to two days earlier than the scheduled payment date with direct deposit into the Dave Banking account, a feature accessible with no additional mandatory fees |
• | Access to mobile wallets such as Apple Pay and Google Pay; |
• | Access to a free credit-building membership, where Members can build credit based on rent and utility payments made from their account; and |
• | Up to $200 in ExtraCash capacity for short-term emergencies. |
• | Service Revenue |
• | Insights (subscription fee) |
• | ExtraCash (optional instant transfer convenience fees and optional tips) |
• | Other (Side Hustle lead) |
• | Transaction Revenue |
• | Dave Banking (interchange fees, out-of-network |
• | Continue penetrating our large addressable market; |
• | Accelerate cross-sell into Dave Banking; |
• | Scale new Dave Banking Members; |
• | Deliver new products and features to cross-sell to Members; and |
• | Evaluate additional strategic acquisitions. |
• | Goals-Based Savings (“Goals”) : |
• | Peer-to-Peer : |
• | Banking Competitors non-bank digital providers that white-label regulated products, offering banking-related services (e.g., Chime). |
• | Lending and Earned Income Advance Competitors non-bank providers, offering consumer lending-related or advance products (e.g., Upstart, MoneyLion). |
• | Innovators in Consumer Finance |
• | Federal Trade Commission Act |
• | Truth in Savings Act TISA |
• | Electronic Fund Transfer Act and NACHA Rules EFTA NACHA non-recourse cash advances are performed by electronic fund transfers, including ACH transfers. We also facilitate the electronic transfer of funds requested by our Members between their deposit accounts with Evolve and their accounts at other financial institutions. |
• | Payday, Vehicle Title, and Certain High-Cost Installment Loans Final Rule |
requirements are met and the advance provider does not engage in certain activities with respect to such products. We must comply with those exclusion-related requirements and restrictions to maintain our exclusion from the substantive portions of the rule. |
• | Gramm-Leach-Bliley Act GLBA |
For the Six Months Ended June 30, (unaudited) |
Change |
|||||||||||||||
(in thousands, except for percentages) |
$ |
% |
||||||||||||||
2021 |
2020 |
2021/2020 |
2021/2020 |
|||||||||||||
Service based revenue, net |
||||||||||||||||
Processing fees, net |
36,378 | 30,175 | $ | 6,203 | 21 | % | ||||||||||
Tips |
21,062 | 15,057 | 6,005 | 40 | % | |||||||||||
Subscriptions |
8,995 | 8,225 | 770 | 9 | % | |||||||||||
Other |
369 | 392 | (23 | ) | -6 | % | ||||||||||
Transaction based revenue, net |
4,851 | 448 | 4,403 | 983 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
71,655 |
$ | 54,297 | $ | 17,358 | 32 |
% | ||||||||
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, (unaudited) |
Change |
|||||||||||||||
(in thousands, except for percentages) |
$ |
% |
||||||||||||||
2021 |
2020 |
2021/2020 |
2021/2020 |
|||||||||||||
Provision for unrecoverable advances |
$ | 10,933 | $ | 6,594 | $ | 4,339 | 66 | % | ||||||||
Processing and servicing fees |
10,715 | 10,234 | 481 | 5 | % | |||||||||||
Advertising and marketing |
25,895 | 11,964 | 13,931 | 116 | % | |||||||||||
Compensation and benefits |
19,253 | 9,311 | 9,942 | 107 | % | |||||||||||
Other operating expenses |
21,464 | 5,884 | 15,580 | 265 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
88,260 |
$ |
43,987 |
$ |
44,273 |
101 |
% | ||||||||
|
|
|
|
|
|
|
|
• | an increase in payroll and related costs of approximately $5.2 million, primarily due to hiring and increased headcount throughout the business; |
• | an increase in consultants and contractor costs of approximately $2.5 million, primarily due to Dave’s need to supplement recruiting efforts, increase IT security, marketing, and augmenting customer service resources; and |
• | an increase in stock-based compensation of approximately $2.2 million, primarily due to an increase of approximately $1.1 million from new stock option grants related to increased headcount to support the growth of the business and an increase of approximately $0.9 million from a stock option modification. |
• | an increase in expenses related to Dave’s Checking Product of approximately $8.4 million, primarily attributable to the growth in Members and the number of transactions processed; |
• | an increase in chargeback related expenses of approximately $4.0 million, primarily due to non-recurring fraudulent activity in relation to Dave’s Checking Product (see “Risk Factors—Risks related to Dave’s Business and Industry—Fraudulent and other illegal activity involving our products and services could lead to reputational damage to us, reduce the use of our platform and services and may adversely affect our financial position and results of operations.”); |
• | an increase in charitable contribution expenses of approximately $1.2 million, primarily due to increased amounts pledged to charitable meal donations related to increased Members’ tips; |
• | an increase in technology and infrastructure expenses of approximately $1.3 million, primarily due to increased spending to support the growth of Dave’s business and development of new products and features; and |
• | an increase in depreciation and amortization of $0.5 million, primarily due to equipment purchases for increased headcount and amortization of internally developed software. |
For the Six Months Ended June 30, (unaudited) |
Change |
|||||||||||||||
(in thousands, except for percentages) |
$ |
% |
||||||||||||||
2021 |
2020 |
2021/2020 |
2021/2020 |
|||||||||||||
Interest income |
$ | (140 | ) | $ | (264 | ) | $ | 124 | -47 | % | ||||||
Interest expense |
785 | — | 785 | 100 | % | |||||||||||
Legal settlement and litigation expenses |
609 | 41 | 568 | 1385 | % | |||||||||||
Other strategic financing and transactional expenses |
224 | 29 | 195 | 672 | % | |||||||||||
Derivative asset on loans to stockholders |
(24,042 | ) | — | (24,042 | ) | 100 | % | |||||||||
Changes in fair value of warrant liability |
2,866 | — | 2,866 | 100 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
(19,698 |
) |
$ |
(194 |
) |
$ |
(19,504 |
) |
10054 |
% | |||||
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, (unaudited) |
Change |
|||||||||||||||
(in thousands, except for percentages) |
$ |
% |
||||||||||||||
2021 |
2020 |
2021/2020 |
2021/2020 |
|||||||||||||
Provision for income taxes |
$ | 5 | $ | 77 | $ | (72 | ) | -94 | % | |||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
5 |
$ |
77 |
$ |
(72 |
) |
94 |
% | |||||||
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
Change |
|||||||||||||||
(in thousands, except for percentages) |
$ |
% |
||||||||||||||
2020 |
2019 |
2020/2019 |
2020/2019 |
|||||||||||||
Service based revenue, net |
||||||||||||||||
Processing fees, net |
$ | 66,969 | $ | 45,093 | $ | 21,876 | 49 | % | ||||||||
Tips |
36,189 | 20,684 | 15,505 | 75 | % | |||||||||||
Subscriptions |
16,678 | 9,185 | 7,493 | 82 | % | |||||||||||
Other |
759 | 1,232 | (473 | ) | -38 | % | ||||||||||
Transaction based revenue, net |
1,201 | 33 | 1,168 | 3539 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
121,796 |
$ |
76,227 |
$ |
45,569 |
60 |
% | ||||||||
|
|
|
|
|
|
|
|
Change |
||||||||||||||||
(in thousands, except for percentages) |
For the Year Ended December 31, |
$ |
% |
|||||||||||||
2020 |
2019 |
2020/2019 |
2020/2019 |
|||||||||||||
Provision for unrecoverable advances |
$ | 25,539 | $ | 19,688 | $ | 5,851 | 30 | % | ||||||||
Processing and servicing fees |
21,646 | 15,216 | 6,430 | 42 | % | |||||||||||
Advertising and marketing |
38,019 | 22,934 | 15,085 | 66 | % | |||||||||||
Compensation and benefits |
22,210 | 9,242 | 12,968 | 140 | % | |||||||||||
Other operating expenses |
15,763 | 7,370 | 8,393 | 114 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
123,177 |
$ |
74,450 |
$ |
48,727 |
65 |
% | ||||||||
|
|
|
|
|
|
|
|
• | an increase in payroll and related costs of approximately $10.9 million, primarily due to hiring and increased headcount throughout the business; |
• | an increase in consultants and contractor costs of approximately $1.0 million, primarily due to Dave’s need to supplement recruiting efforts, increase IT security, marketing, and augmenting customer service resources; and |
• | an increase in stock-based compensation of approximately $1.1 million, primarily due to new grants related to increased headcount to support the growth of the business. |
• | an increase in expenses related to Dave’s Checking Product of approximately $2.5 million, primarily attributable to the growth in Members and the number of transactions processed; |
• | an increase in charitable contribution expenses of approximately $2.4 million, primarily due to increased amounts pledged to charitable tree and meal donations related to increased Members’ tips; |
• | an increase in technology and infrastructure expenses of approximately $1.9 million, primarily due to increased spending to support the growth of our business and development of new products and features; |
• | an increase in depreciation and amortization of $0.9 million, primarily due to equipment purchases for increased headcount and amortization of internally developed software; and |
• | an increase in fines and penalties of $0.2 million, primarily attributable to fines and penalties related to sales tax filings in certain states. |
Change |
||||||||||||||||
(in thousands, except for percentages) |
For the Year Ended December 31, |
$ |
% |
|||||||||||||
2020 |
2019 |
2020/2019 |
2020/2019 |
|||||||||||||
Interest income |
$ | (409 | ) | $ | (429 | ) | $ | 20 | -5 | % | ||||||
Interest expense |
17 | 852 | (835 | ) | -98 | % | ||||||||||
Gain on conversion of 2018 convertible notes |
— | (841 | ) | 841 | -100 | % | ||||||||||
Derivative liability |
— | 536 | (536 | ) | -100 | % | ||||||||||
Legal settlement and litigation expenses |
4,467 | 327 | 4,140 | 1266 | % | |||||||||||
Other strategic financing and transactional expenses |
1,356 | — | 1,356 | 100 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
5,431 |
$ |
445 |
$ |
4,986 |
1120 |
% | ||||||||
|
|
|
|
|
|
|
|
Change |
||||||||||||||||
(in thousands, except for percentages) |
For the Year Ended December 31, |
$ |
% |
|||||||||||||
2020 |
2019 |
2020/2019 |
2020/2019 |
|||||||||||||
Provision for income taxes |
$ | 145 | $ | 545 | $ | (400 | ) | -73 | % | |||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
145 |
$ |
545 |
$ |
(400 |
) |
-73 |
% | |||||||
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Net income |
$ | 3,088 | $ | 10,427 | ||||
Interest expense (income), net |
645 | (264 | ) | |||||
Provision for income taxes |
5 | 77 | ||||||
Depreciation and amortization |
1,291 | 801 | ||||||
Stock-based compensation |
2,786 | 625 | ||||||
Legal settlement and litigation expenses |
609 | 41 | ||||||
Other strategic financing and transactional expenses |
224 | 29 | ||||||
Derivative asset on loans to stockholders |
(24,042 | ) | — | |||||
Changes in fair value of warrant liability |
2,866 | — | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ |
(12,528 |
) |
$ |
11,736 |
|||
|
|
|
|
For the Year Ended December 31, |
||||||||
(in thousands) |
2020 |
2019 |
||||||
Net (loss) income |
$ | (6,957 | ) | $ | 787 | |||
Interest (income) expense, net |
(392 | ) | 423 | |||||
Provision for income taxes |
145 | 545 | ||||||
Depreciation and amortization |
1,718 | 805 | ||||||
Stock-based compensation |
1,525 | 446 | ||||||
Legal settlement and litigation expenses |
4,467 | 327 | ||||||
Other strategic financing and transactional expenses |
1,356 | — | ||||||
Gain on conversion of 2018 convertible notes |
— | (841 | ) | |||||
Derivative liability |
— | 536 | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ |
1,862 |
$ |
3,028 |
||||
|
|
|
|
(unaudited) |
||||||||||||||||
Total cash (used in) provided by: |
For the Six Months Ended June 30, |
For the Year Ended December 31, |
||||||||||||||
(in thousands) |
2021 |
2020 |
2020 |
2019 |
||||||||||||
Operating activities |
$ | (16,078 | ) | $ | 8,673 | $ | (9,146 | ) | $ | (10,928 | ) | |||||
Investing activities |
1,622 | (1,983 | ) | 3,422 | (19,695 | ) | ||||||||||
Financing activities |
17,993 | 51 | 4,241 | 33,867 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash |
$ |
3,537 |
$ |
6,741 |
$ |
(1,483 |
) |
$ |
3,244 |
|||||||
|
|
|
|
|
|
|
|
Payments Due By Period |
||||||||||||||||
As of December 31, 2020 (in thousands) |
Total |
Less than 1 year |
1-3 Years |
3-5 years |
||||||||||||
Operating lease obligations |
$ | 1,829 | $ | 525 | $ | 698 | $ | 606 | ||||||||
Line of credit |
3,910 | 3,910 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
5,739 |
$ |
4,435 |
$ |
698 |
$ |
606 |
||||||||
|
|
|
|
|
|
|
|
• | Level 1. Quoted prices in active markets for identical assets or liabilities. |
• | Level 2. Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
• | Level 3. Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
• | Historical financial performance; |
• | Dave’s business strategy; |
• | Industry information, such as external market conditions and trends; |
• | Likelihood of achieving a liquidity event, such as an initial public offering, SPAC merger, or strategic sale given prevailing market conditions and the nature and history of Dave’s business; |
• | Prices, privileges, powers, preferences and rights of our convertible preferred stock relative to those of Dave Common Stock; |
• | Forecasted cash flow projections for Dave’s business; |
• | Primary preferred stock financings and secondary common stock transactions of Dave’s equity securities; |
• | Lack of marketability/illiquidity of the common stock underlying Dave’s stock-based awards involving securities in a private company; and |
• | Macroeconomic conditions. |
Name |
Age |
Title | ||||
Executive Officers |
||||||
Jason Wilk |
36 | Chief Executive Officer, President and Director | ||||
Kyle Beilman |
33 | Chief Financial Officer and Secretary | ||||
Non-Employee Directors |
||||||
Brendan Carroll |
43 | Director | ||||
Dan Preston |
36 | Director |
• | Class I, which Dave anticipates will consist of [●] and [●], whose terms will expire at Combined Company’s first annual meeting of stockholders to be held after consummation of the Business Combination; |
• | Class II, which Dave anticipates will consist of [●], whose term will expire at the Combined Company’s second annual meeting of stockholders to be held after consummation of the Business Combination; and |
• | Class III, which Dave anticipates will consist of [●] and [●], whose terms will expire at the Combined Company’s third annual meeting of stockholders to be held after consummation of the Business Combination. |
• | appointing, compensating, retaining, evaluating, terminating and overseeing the Combined Company’s independent registered public accounting firm; |
• | reviewing the adequacy of the Combined Company’s system of internal controls and the disclosure regarding such system of internal controls contained in the Combined Company’s periodic filings; |
• | pre-approving all audit and permitted non-audit services and related engagement fees and terms for services provided by the Combined Company’s independent auditors; |
• | reviewing with the Combined Company’s independent auditors their independence from management; |
• | reviewing, recommending and discussing various aspects of the financial statements and reporting of the financial statements with management and the Combined Company’s independent auditors; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | setting the compensation of the Chief Executive Officer and, in consultation with the Chief Executive Officer, reviewing and approving the compensation of the other executive officers of the Combined Company; |
• | reviewing on a periodic basis and making recommendations regarding non-employee director compensation to the Combined Company Board; |
• | [reviewing on a periodic basis and discussing with the Chief Executive Officer and the Board regarding the development and succession plans for senior management positions]; |
• | administering the Combined Company’s cash and equity-based incentive plans that are stockholder-approved and/or where participants include the Combined Company’s executive officers and directors; and |
• | providing oversight of and recommending improvements to the Combined Company’s overall compensation and incentive plans and benefit programs. |
• | identifying, evaluating and making recommendations to the Combined Company Board regarding nominees for election to the board of directors and its committees; |
• | developing and making recommendations to the Combined Company Board regarding corporate governance guidelines and matters; |
• | overseeing the Combined Company’s corporate governance practices; |
• | reviewing the Combined Company’s code of business conduct and ethics and approve any amendments or waivers on a periodic basis; |
• | overseeing the evaluation and the performance of the Combined Company Board and individual directors; and |
• | contributing to succession planning. |
• | for any transaction from which the director derives an improper personal benefit; |
• | for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
• | for any unlawful payment of dividends or redemption of shares; or |
• | for any breach of a director’s duty of loyalty to the corporation or its stockholders. |
• | Jason Wilk: Chief Executive Officer |
• | Kyle Beilman: Chief Financial Officer |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) (2) |
Option Awards ($) (1) |
Non-Equity Incentive Plan Compensation ($) (3) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||
Jason Wilk Chief Executive Officer |
2020 | $ | 311,538 | $ | 42,750 | — | $ | 92,250 | — | $ | 446,538 | |||||||||||||||||
Kyle Beilman Chief Financial Officer |
2020 | $ | 311,538 | $ | 21,375 | $ | 453,154 | $ | 46,125 | — | $ | 832,192 |
(1) | Option awards are reported at aggregate grant date fair value in the year granted, as determined in accordance with the provisions of FASB ASC Topic 718. For the assumptions used in valuing these awards for purposes of computing this expense, please see Note 1 of the Dave financial statements for the year ended December 31, 2020. |
(2) | Actual performance for the 2020 fiscal year was achieved at 61.5% of target performance. In consideration of the challenges posed by COVID-19 during the 2020 fiscal year, the Dave board of directors determined to adjust the annual performance payout for 2020 to 90% achievement of target performance. The amounts in this column represent the difference between the amount each named executive officer earned based on actual performance over the actual annual performance payout for 2020 assuming 90% achievement of target performance. |
(3) | Represents the annual performance cash bonus that, in each case, was earned by the named executive officers for the applicable year of service based on actual performance. Actual performance for the 2020 fiscal year was achieved at 61.5% of target performance. |
Metrics |
Target Performance |
Weighting |
Actual Achievement |
|||||||||
Non-GAAP Revenue(1) |
$ | 170,000,000 | 50 | % | 50.5 | % | ||||||
Non-GAAP Gross Margin(2) |
52.5 | % | 30 | % | 102.8 | % | ||||||
Banking TPV |
175,000,000 | 20 | % | 27.2 | % |
(1) | Non-GAAP revenue was calculated using GAAP service based revenue, adjusted for period-end revenue deferrals and processor costs associated with advance disbursements. |
(2) | Non-GAAP gross margin is non-GAAP gross profit divided by non-GAAP revenues. Non-GAAP gross profit was calculated using non-GAAP revenue, less processor costs associated with the disbursement and collection of advances and the provision for unrecoverable advances, calculated using actual unrecovered amounts for historical periods and assumed default amounts for periods where advance recoveries were still anticipated. |
Option awards (1) |
Stock awards (2) |
|||||||||||||||||||||||||||
Name |
Grant Date |
Number of securities underlying unexercised options exercisable (#) |
Number of securities underlying unexercised options unexercisable (#) |
Option exercise price ($) (3) |
Option expiration date ($) |
Number of shares that have not vested (#) |
Market value of shares that have not vested ($) (4) |
|||||||||||||||||||||
Jason Wilk |
— | — | — | — | — | — | — | |||||||||||||||||||||
Kyle Beilman |
11/14/2018 | (5) |
422,995 | 472,070 | $ | 0.04 | 11/13/2028 | |||||||||||||||||||||
3/3/2020 | (6) |
889,225 | (7) |
$ | 643,781 | |||||||||||||||||||||||
3/12/2018 | (6) |
173,921 | (8) |
$ | 125,915 |
(1) | All stock options listed above cover shares of Dave common stock and were granted under the 2017 Stock Plan, on an estimated as-converted basis (assuming an estimated exchange ratio of 1.355009). All stock options listed above are immediately exercisable upon the date of grant pursuant to an early exercise feature. |
(2) | All restricted shares listed above cover shares of Dave common stock and were issued pursuant to the early exercise of stock options granted under the 2017 Stock Plan, on an estimated as-converted basis (assuming an estimated exchange ratio of 1.355009. |
(3) | This column represents the fair market value of a share of Dave common stock on the date of grant, as determined by the Dave board of directors. |
(4) | This column represents the number of unvested restricted shares outstanding as of December 31, 2020 on an estimated as-converted basis (assuming an estimated exchange ratio of 1.355009), multiplied by $0.981, which is the per share value of Dave common stock as of December 31, 2020, divided by the estimated exchange ratio of 1.355009. |
(5) | The option grant is subject to a 4-year vesting schedule, with 25% of the shares vesting on July 15, 2019 and 1/48th of the shares vesting monthly thereafter, subject to the option holder’s continuous service through each vesting date. |
(6) | Represents the date the restricted stock was issued pursuant to early exercise of stock options. |
(7) | The restricted stock is subject to a 4-year vesting schedule, with 1/48th of the shares vesting on July 27, 2019 and monthly thereafter, subject to the option holder’s continuous service through each vesting date. The restricted stock was issued upon early exercise of a stock option granted on February 4, 2020. The restricted stock is also subject to acceleration in the event of a qualifying termination in connection with a change in control (as described below). |
(8) | The restricted stock is subject to a 4-year vesting schedule, with 25% of the shares vesting on July 24, 2018 and 1/48th of the shares vesting monthly thereafter, subject to the option holder’s continuous service through each vesting date. The restricted stock was issued upon early exercise of a stock option granted on January 26, 2018. |
Milestone Table | ||||
Tranche |
Stock Price Milestone |
Fraction of Total Shares Eligible to Vest | ||
1 |
Stock Price of $7.26 or more | 1/3 rd | ||
2 |
Stock Price of $10.89 or more | 1/12 th | ||
3 |
Stock Price of $14.52 or more | 1/12 th | ||
4 |
Stock Price of $18.15 or more | 1/12 th | ||
5 |
Stock Price of $21.78 or more | 1/12 th | ||
6 |
Stock Price of $25.41 or more | 1/12 th | ||
7 |
Stock Price of $29.04 or more | 1/12 th | ||
8 |
Stock Price of $32.67 or more | 1/12 th | ||
9 |
Stock Price of $36.30 or more | 1/12 th |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “ 30-day redemption period |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before VPCC sends the notice of redemption to the warrantholders. |
• | in whole and not in part; |
• | at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below; |
• | if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per Public Share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Redemption Date (period to expiration of warrants) |
Fair Market Value of Class A Common Stock ($) |
|||||||||||||||||||||||||||||||||||
<10.00 |
11.00 |
12.00 |
13.00 |
14.00 |
15.00 |
16.00 |
17.00 |
>18.00 |
||||||||||||||||||||||||||||
60 months |
0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months |
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months |
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months |
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months |
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months |
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months |
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months |
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months |
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months |
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months |
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months |
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months |
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months |
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months |
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months |
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months |
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months |
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months |
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months |
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months |
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
• | A stockholder who owns fifteen percent (15%) or more of VPCC’s outstanding voting stock (otherwise known as an “ interested stockholder |
• | an affiliate of an interested stockholder; or |
• | an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. |
• | the VPCC Board approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction; |
• | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of VPCC’s voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or |
• | on or subsequent to the date of the transaction, the Business Combination is approved by the VPCC Board and authorized at a meeting of VPCC Stockholder, and not by written consent, by an affirmative vote of two-thirds of the outstanding voting stock not owned by the interested stockholder. |
• | a classified board of directors whose members serve staggered three-year terms; |
• | the authorization of “blank check” preferred stock, which could be issued by the Combined Company’s board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our Class A common stock; |
• | a limitation on the ability of, and providing indemnification to, our directors and officers; |
• | a requirement that special meetings of our stockholders can be called only by the VPCC Board acting by a written resolution by a majority the Combined Company’s directors then in office), the Chairperson of the Combined Company’s board of directors, the Combined Company’s Chief Executive Officer or our Lead Independent Director; |
• | a requirement of advance notice of stockholder proposals for business to be conducted at meetings of the Combined Company’s stockholders and for nominations of candidates for election to the Combined Company’s board of directors; |
• | a requirement that our directors may be removed only for cause and by a two-thirds (2/3) vote of the stockholders; |
• | a prohibition on stockholder action by written consent; |
• | a requirement that vacancies on the VPCC Board may be filled only by a majority of directors then in office or by a sole remaining director (subject to limited exceptions), even though less than a quorum; and |
• | a requirement of the approval of the Combined Company board of directors or the holders of at least two-thirds of our outstanding shares of capital stock to amend the Combined Company Amended and Restated Bylaws and certain provisions of the Proposed Charter. |
• | each person who is, or is expected to be, the beneficial owner of more than five percent (5%) of the outstanding shares of VPCC Common Stock or Combined Company Common Stock; |
• | each of VPCC’s current executive officers and directors; |
• | each person who will become an executive officer or director of the Combined Company upon the Closing; and |
• | all current executive officers and directors of VPCC, as a group, and all executive officers and directors of the Combined Company following the Closing, as a group. |
Pre-Combination and PIPE Investment |
Post Business Combination and PIPE Investment |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
No Redemption Scenario |
Maximum Redemption Scenario |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owners |
Class A |
% |
Class B |
% |
Class A |
% |
Class V |
% |
Voting %† |
Class A |
% |
Class V |
% |
Voting %† |
||||||||||||||||||||||||||||||||||||||||||
Current Executive Officers and Directors of VPCC |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brendan Carroll (1) |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Gordon Watson (1) |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Carly Altieri (1) |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
John Martin (1) |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Peter Offenhauser (1)(2) |
— | — | 20,000 | * | 20,000 | * | — | — | * | 20,000 | * | — | — | * | ||||||||||||||||||||||||||||||||||||||||||
Kurt Summers (1)(2) |
— | — | 20,000 | * | 20,000 | * | — | — | * | 20,000 | * | — | — | * | ||||||||||||||||||||||||||||||||||||||||||
Janet Kloppenburg (1)(2) |
— | — | 20,000 | * | 20,000 | * | — | — | * | 20,000 | * | — | — | * | ||||||||||||||||||||||||||||||||||||||||||
All executive officers and directors of VPCC as a group (7 individuals) |
— | — | 60,000 | * | 60,000 | * | — | — | * | 60,000 | * | — | — | * | ||||||||||||||||||||||||||||||||||||||||||
Executive Officers and Directors of the Combined Company After the Closing |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jason Wilk (3) |
— | — | — | — | — | 70,773,077 | 100 | % | 69.0 | % | — | — | 75,573,077 | 100 | % | 72.1 | % | |||||||||||||||||||||||||||||||||||||||
Kyle Beilman (3)(4) |
— | — | — | 2,384,785 | * | — | — | * | 3,584,785 | 1.2 | % | — | — | * | ||||||||||||||||||||||||||||||||||||||||||
Brendan Carroll (3) |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Dan Preston (3) |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
All executive officers and directors of the Combined Company as a group (4 individuals) |
— | — | — | 2,384,785 | * | 70,773,077 | 100 | % | 69.2 | % | 3,584,785 | 1.2 | 75,573,077 | 100 | % | 72.4 | % | |||||||||||||||||||||||||||||||||||||||
5% and Greater Holders: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
VPCC Impact Acquisition Holdings Sponsor III, LLC (5) |
— | — | 6,284,150 | 99.1 | % | 6,284,150 | 1.6 | % | — | — | * | 5,332,528 | 1.5 | % | — | — | * | |||||||||||||||||||||||||||||||||||||||
Millennium Management LLC (6) |
1,273,823 | 5.0 | % | — | — | 1,273,823 | * | — | — | * | 1,273,823 | * | — | — | * | |||||||||||||||||||||||||||||||||||||||||
Paras Chitrakar (7) |
— | — | — | — | 31,946,281 | 10.0 | % | — | — | 3.1 | % | 31,846,281 | 10.9 | % | — | — | 3.0 | % | ||||||||||||||||||||||||||||||||||||||
Section 32 Fund 1, LP (8) |
— | — | — | — | 98,559,407 | 31.0 | % | — | — | 9.5 | % | 98,559,407 | 33.6 | % | — | — | 9.4 | % |
* | Represents beneficial ownership of less than one percent. |
† | Percentage of total voting power represents voting power with respect to all shares of Combined Company Class A Common Stock and Combined Company Class V Common Stock, as a single class. Each share of Combined Company Class V Common Stock is entitled to 10 votes per share and each share of Combined Company Class A Common Stock is entitled to one vote per share. |
(1) | The business address of each of these entities and individuals is c/o VPC Impact Acquisition Holdings III, Inc., 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606. |
(2) | Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(3) | The business address of each of these individuals is c/o Dave Inc., 1265 South Cochran Avenue, Los Angeles, California 90019. |
(4) | Includes 899,272 shares issuable upon exercise of outstanding options exercisable within 60 days of August 31, 2021. |
(5) | VPC Impact Acquisition Holdings Sponsor III, LLC, our sponsor, is the record holder of such shares. Richard Levy, as Chief Executive Officer and Founder of Victory Park Capital Advisors, LLC, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares. Richard Levy disclaims any beneficial ownership of the securities held by VPC Impact Acquisition Holdings Sponsor III, LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(6) | According to a Schedule 13G filed on June 24, 2021, (i) Millenium Management LLC, a Delaware limited liability company (“ Millenium Management Millenium Group Management Millennium International Management Integrated Core Strategies ICS Opportunities II ICS Opportunities |
(7) | Based on the actual number of shares owned, Mr. Chitrakar will own approximately 8.1% of outstanding Combined Company Common Stock under both no redemption and maximum redemption scenarios. |
(8) | The general partner of Section 32 Fund 1, LP is Section 32 GP 1, LLC. The general partner of Section 32 Fund 1, LP, may be deemed to have voting and dispositive power over the shares held by Section 32 Fund 1, LP. Investment decisions with respect to the shares held by Section 32 Fund 1, LP are made by the managing member of Section 32 GP 1, LLC, William J. Maris, and therefore Mr. Maris may be deemed to be the beneficial ownership of all shares held by Section 32 Fund 1, LP. The address for all entities and individuals affiliated with Section 32 Fund 1, LP is 2071 San Elijo Avenue, Cardiff-by-the-Sea, California 92007. |
Page |
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VPC IMPACT ACQUISITION HOLDINGS III, INC. |
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F-2 |
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F-3 | ||||
F-4 |
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F-5 |
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F-6 |
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F-7 |
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F-17 |
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F-18 |
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F-19 |
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F-20 |
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F-21 |
Financial statements (unaudited) |
||||
F-39 |
||||
F-40 |
||||
F-41 |
||||
F-42 |
||||
F-43 |
||||
Financial statements (audited) |
||||
F-65 |
||||
Financial Statements: |
||||
F-66 |
||||
F-67 |
||||
F-68 |
||||
F-69 |
||||
F-70 |
ASSETS |
||||
Deferred offering costs |
$ | |||
|
|
|||
TOTAL ASSETS |
$ | |||
|
|
|||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||
Accrued expenses |
$ | |||
|
|
|||
Accrued offering costs |
$ | |||
|
|
|||
Total Current Liabilities |
||||
|
|
|||
Commitments and Contingencies |
||||
Stockholders’ Equity |
||||
Preferred shares, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ (1) |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total Stockholders’ Equity |
||||
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | |||
|
|
(1) | Includes up to |
Formation and operating costs |
$ | |||
|
|
|||
Net loss |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding, basic and diluted (1) |
||||
|
|
|||
Basic and diluted net loss per common stock |
$ |
( |
) | |
|
|
(1) | Excludes |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance—January 14, 2021 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B common stock to Sponsor (1) |
||||||||||||||||||||
Net loss |
— | ( |
) | ( |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—January 22, 2021 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Includes up to |
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Accrued Expense |
||||
|
|
|||
Net cash used in operating activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash—Beginning of period |
||||
|
|
|||
Cash—End of period |
$ | |||
|
|
|||
Non-cash investing and financing activities: |
||||
Deferred offering costs included in accrued offering costs |
$ | |||
|
|
|||
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B common stock |
$ | |||
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ provided |
• | if, and only if, the closing price of Class A common stock equals or exceeds $ |
ASSETS |
||||
Current Assets |
||||
Cash |
$ | 703,038 | ||
Prepaid expenses |
1,087,103 | |||
|
|
|||
Total Current Assets |
1,790,141 | |||
Marketable securities held in Trust Account |
253,778,880 | |||
|
|
|||
Total Assets |
$ |
255,569,021 |
||
|
|
|||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||
Current Liabilities |
||||
Accrued expenses |
$ | 1,696,821 | ||
Accrued offering costs |
5,000 | |||
|
|
|||
Total Current Liabilities |
1,701,821 | |||
Warrant Liabilities |
20,450,446 | |||
Deferred underwriting fee payable |
8,881,809 | |||
|
|
|||
Total Liabilities |
31,034,076 |
|||
|
|
|||
Commitments |
||||
Class A common stock subject to possible redemption 21,953,494 shares at redemption value of $10.00 per share |
219,534,940 | |||
Stockholders’ Equity |
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
— | |||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,423,104 shares issued and outstanding (excluding 21,953,494 shares subject to possible redemption) |
343 | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,344,150 shares issued and outstanding |
634 | |||
Additional paid in capital |
10,128,098 | |||
Accumulated deficit |
(5,129,070 | ) | ||
|
|
|||
Total Stockholders’ Equity |
5,000,005 |
|||
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
255,569,021 |
||
|
|
Three Months Ended June 30, 2021 |
For The Period from January 14, 2021 (Inception) Through June 30, 2021 |
|||||||
Formation and operational costs |
$ | 1,947,996 | $ | 2,082,238 | ||||
|
|
|
|
|||||
Loss from operations |
(1,947,996 |
) |
(2,082,238 |
) | ||||
Other income (expense): |
||||||||
Changes in fair value of warrant liability |
(1,539,877 | ) | (1,082,102 | ) | ||||
Compensation expense on warrant liability |
(1,377,059 | ) | ||||||
Transaction costs allocated to warrant liabilities |
— | (600,571 | ) | |||||
Interest earned on marketable securities held in Trust Account |
9,209 | 12,900 | ||||||
|
|
|
|
|||||
Other expense, net |
(1,530,668 | ) | (3,046,831 | ) | ||||
Net loss |
$ |
(3,478,664 |
) |
$ |
(5,129,070 |
) | ||
|
|
|
|
|||||
Weighted average shares outstanding of Class A common stock redeemable shares |
25,376,598 | 25,376,598 | ||||||
|
|
|
|
|||||
Basic and diluted net income per common share, Class A common stock redeemable shares |
$ |
0.00 |
$ |
0.00 |
||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B common stock non-redeemable shares(1) |
6,344,150 | 6,129,745 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per common share, Class B common stock non-redeemable shares |
$ |
(0.55 |
) |
$ |
(0.84 |
) | ||
|
|
|
|
(1) | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at June 30, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding. |
Class A Common Stock |
Class B Common Stock |
Additional Paid in Capital |
Accumulated |
Total Stockholder’s Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Deficit |
||||||||||||||||||||||||
Balance - January 14, 2021 (Inception) |
— | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock to Sponsor(1) |
— | — | 6,468,750 | 647 | 24,353 | — | 25,000 | |||||||||||||||||||||
Sale of 25,376,598 Units, net of underwriting discounts, fair value of public warrants and offering expenses |
25,376,598 | 2,538 | — | — | 229,636,477 | — | 229,639,015 | |||||||||||||||||||||
Forfeiture of Founder Shares |
— | — | (124,600 | ) | (13 | ) | 13 | — | — | |||||||||||||||||||
Common stock subject to possible redemption |
(22,301,360 | ) | (2,230 | ) | — | — | (223,011,370 | ) | — | (223,013,600 | ) | |||||||||||||||||
Net loss |
— | — | — | — | — | (1,650,406 | ) | (1,650,406 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - March 31, 2021 |
3,075,238 |
$ |
308 |
6,344,150 |
$ |
634 |
$ |
6,649,473 |
$ |
(1,650,406 |
) |
$ |
5,000,009 |
|||||||||||||||
Change in value of common stock subject to possible redemption |
347,886 | 35 | — | — | 3,478,625 | — | 3,478,660 | |||||||||||||||||||||
Net loss |
— | — | — | — | — | (3,478,664 | ) | (3,478,664 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2021 |
3,423,104 |
$ |
343 |
6,344,150 |
$ |
634 |
$ |
10,128,098 |
$ |
(5,129,070 |
) |
$ |
5,000,005 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at June 30, 2021. |
Cash Flows from Operating Activities: |
||||
Net loss |
$ | (5,129,070 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest earned on marketable securities held in Trust Account |
(12,900 | ) | ||
Changes in fair value of warrant liability |
1,082,102 | |||
Transaction costs allocated to warrant liabilities |
600,571 | |||
Compensation expense - warrants |
1,377,059 | |||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
(1,087,103 | ) | ||
Accrued expenses |
1,696,821 | |||
|
|
|||
Net cash used in operating activities |
(1,472,520 |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash into Trust Account |
(253,765,980 | ) | ||
|
|
|||
Net cash used in investing activities |
(253,765,980 |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from sale of Units, net of underwriting discounts paid |
248,690,660 | |||
Proceeds from sale of Private Placements Warrants |
7,650,320 | |||
Repayment of promissory note - related party |
(88,142 | ) | ||
Payment of offering costs |
(311,300 | ) | ||
|
|
|||
Net cash provided by financing activities |
255,941,538 |
|||
|
|
|||
Net Change in Cash |
703,038 |
|||
Cash - Beginning of period |
— | |||
|
|
|||
Cash - End of period |
$ |
703,038 |
||
|
|
|||
Non-cash investing and financing activities: |
||||
Offering costs included in accrued offering costs |
$ | 5,000 | ||
|
|
|||
Offering costs paid by Sponsor in exchange for issuance of founder shares |
$ | 25,000 | ||
|
|
|||
Offering costs paid through promissory note |
$ | 88,142 | ||
|
|
|||
Initial classification of Class A common stock subject to possible redemption |
$ | 222,685,780 | ||
|
|
|||
Change in value of Class A common stock subject to possible redemption |
$ | (3,150,840 | ) | |
|
|
|||
Deferred underwriting fee payable |
$ | 8,881,809 | ||
Forfeiture of Founder Shares |
$ | (13 | ) | |
|
|
Three Months Ended June 30, 2021 |
For the Period from January 14, 2021 (inception) through June 30, 2021 |
|||||||
Redeemable Class A Common Stock |
||||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income |
$ | 9,209 | $ | 12,900 | ||||
Income and Franchise Tax |
(9,209 | ) | (12,900 | ) | ||||
|
|
|
|
|||||
Redeemable Net Earnings |
$ | — | $ | — | ||||
Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted |
25,376,598 | 25,376,598 | ||||||
Earnings/Basic and Diluted Redeemable Class A Common Stock |
$ | 0.00 | $ | 0.00 | ||||
|
|
|
|
|||||
Non-Redeemable Class B Common Stock |
||||||||
Numerator: Net Loss minus Redeemable Net Earnings Net Loss |
$ | (3,478,664 | ) | $ | (5,129,070 | ) | ||
Redeemable Net Earnings |
— | — | ||||||
|
|
|
|
|||||
Non-Redeemable Net Loss |
$ | (3,478,664 | ) | $ | (5,129,070 | ) | ||
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock |
||||||||
Non-Redeemable Class B Common Stock, Basic and Diluted |
6,344,150 | 6,129,745 | ||||||
Loss/Basic and Diluted Non-Redeemable Class B Common Stock |
$ | (0.55 | ) | $ | (0.84 | ) | ||
|
|
|
|
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption; and |
• | if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided |
• | if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders. |
Description |
June 30, 2021 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
||||||||||||
Assets: |
||||||||||||||||
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund |
$ | 253,778,880 | $ | 253,778,880 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Warrant Liability - Public Warrants |
$ | 10,023,756 | $ | 10,023,756 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Warrant Liability - Private Placement Warrants |
$ | 10,426,690 | $ | — | $ | — | $ | 10,426,690 | ||||||||
|
|
|
|
|
|
|
|
January 12, 2021 |
||||||||||||
(Initial Measurement) |
June 30, 2021 |
|||||||||||
Public |
Private |
Private |
||||||||||
Input |
Warrants |
Warrants |
Warrants |
|||||||||
Stock Price |
$ | 10.00 | $ | 9.59 | $ | 9.89 | ||||||
Exercise Price |
$ | 11.50 | $ | 11.50 | $ | 11.50 | ||||||
Volatility |
26.9 | % | 26.0 | % | 28.0 | % | ||||||
Term (years) |
5.00 | 5.00 | 5.00 | |||||||||
Dividend Yield |
0.00 | % | 0.00 | % | 0.00 | % | ||||||
Risk Free Rate |
1.21 | % | 1.21 | % | 0.87 | % |
Private Placement(1) |
Public |
Warrant Liabilities |
||||||||||
Fair value as of January 14, 2021 (inception) |
$ | — | $ | — | $ | — | ||||||
Initial measurement on March 9, 2021 |
9,027,379 | 10,340,965 | 19,368,344 | |||||||||
Change in valuation inputs or other assumptions |
(204,009 | ) | (253,766 | ) | (457,775 | ) | ||||||
Transfer to Level 1 |
(10,087,199 | ) | (10,087,199 | ) | ||||||||
|
|
|
|
|
|
|||||||
Fair value as of March 31, 2021 |
$ | 8,823,370 | $ | — | $ | 8,823,370 | ||||||
Change in valuation inputs or other assumptions |
1,603,320 | — | 1,603,320 | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021 |
$ | 10,426,690 | $ | — | $ | 10,426,690 | ||||||
|
|
|
|
|
|
(1) | As a result of the difference in fair value of $1.77 per share of the Private Placement warrants and the purchase of $1.50 per share (see Note 5), the Company recorded a charge of $1.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statements of operations. |
(unaudited) |
(as restated) |
|||||||
As of June 30, |
As of December 31, |
|||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 8,243 | $ | 4,789 | ||||
Marketable securities |
13,754 | 17,666 | ||||||
Member advances, net of allowance for unrecoverable advances of $9,549 and $12,580 as of June 30, 2021 and December 31, 2020, respectively |
43,956 | 38,744 | ||||||
Prepaid income taxes |
3,262 | 4,008 | ||||||
Restricted cash, current |
100 | 83 | ||||||
Deferred issuance costs |
1,887 | — | ||||||
Prepaid expenses and other current assets |
4,442 | 4,062 | ||||||
|
|
|
|
|||||
Total current assets |
75,644 |
69,352 |
||||||
Property and equipment, net |
462 | 516 | ||||||
Lease right-of-use assets (related party of $1,080 and $1,184 as of June 30, 2021 and December 31, 2020, respectively) |
3,637 | 1,378 | ||||||
Intangible assets, net |
5,586 | 4,505 | ||||||
Derivative asset on loans to stockholders |
24,499 | 457 | ||||||
Debt facility commitment fee, long-term |
158 | — | ||||||
Restricted cash, net of current portion |
263 | 197 | ||||||
|
|
|
|
|||||
Total assets |
$ |
110,249 |
$ |
76,405 |
||||
|
|
|
|
|||||
Liabilities, convertible preferred stock, and stockholders’ deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 9,792 | $ | 8,492 | ||||
Accrued expenses |
8,898 | 5,324 | ||||||
Line of credit |
— | 3,910 | ||||||
Lease liabilities, short-term (related-party of $223 and $205 as of June 30, 2021 and December 31, 2020, respectively) |
1,838 | 400 | ||||||
Legal settlement accrual |
3,201 | 3,201 | ||||||
Other current liabilities |
734 | 2,853 | ||||||
|
|
|
|
|||||
Total current liabilities |
24,463 |
24,180 |
||||||
Lease liabilities, long-term (related-party of $947 and $1,065 as of June 30, 2021 and December 31, 2020, respectively) |
1,972 | 1,088 | ||||||
Long-term debt facility |
23,000 | — | ||||||
Convertible debt, long-term |
695 | 695 | ||||||
Interest payable, convertible notes |
19 | 13 | ||||||
Warrant liability |
2,972 | — | ||||||
Other non-current liabilities |
562 | 585 | ||||||
|
|
|
|
|||||
Total liabilities |
53,683 |
26,561 |
||||||
|
|
|
|
|||||
Convertible preferred stock |
||||||||
Series A convertible preferred stock, par value per share $0.000001, 133,216,940 shares authorized; 133,216,940 shares issued and outstanding at June 30, 2021 and December 31, 2020; $130,686 liquidation preference at June 30, 2021 and December 31, 2020 |
9,881 | 9,881 | ||||||
Series B-1 convertible preferred stock, par value per share $0.000001, 13,326,050 shares authorized; 13,326,050 shares issued and outstanding at June 30, 2021 and December 31, 2020; $50,000 liquidation preference at June 30, 2021 and December 31, 2020 |
49,675 | 49,675 | ||||||
Series B-2 convertible preferred stock, par value per share $0.000001, 3,991,610 shares authorized; 3,991,610 shares issued and outstanding at June 30, 2021 and December 31, 2020; $11,981 liquidation preference at June 30, 2021 and December 31, 2020 |
12,617 | 12,617 | ||||||
|
|
|
|
|||||
Total convertible preferred stock |
72,173 |
72,173 |
||||||
|
|
|
|
|||||
Stockholders’ deficit: |
||||||||
Common stock, par value per share $0.000001, 290,000,000 shares authorized at June 30, 2021 and December 31, 2020; 105,157,258 and 103,062,319 shares issued at June 30, 2021 and December 31, 2020, respectively; 102,318,133 and 100,223,194 shares outstanding at June 30, 2021 and December 31, 2020, respectively |
0.1 | 0.1 | ||||||
Treasury stock |
(154 | ) | (154 | ) | ||||
Additional paid-in capital |
9,264 | 5,493 | ||||||
Loans to stockholders |
(14,901 | ) | (14,764 | ) | ||||
Accumulated deficit |
(9,816 | ) | (12,904 | ) | ||||
|
|
|
|
|||||
Total stockholders’ deficit |
(15,607 |
) |
(22,329 |
) | ||||
|
|
|
|
|||||
Total liabilities, convertible preferred stock, and stockholders’ deficit |
$ |
110,249 |
$ |
76,405 |
||||
|
|
|
|
For the Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Operating revenues: |
||||||||
Service based revenue, net |
$ | 66,804 | $ | 53,849 | ||||
Transaction based revenue, net |
4,851 | 448 | ||||||
|
|
|
|
|||||
Total operating revenues, net |
71,655 |
54,297 |
||||||
|
|
|
|
|||||
Operating expenses: |
||||||||
Provision for unrecoverable advances |
10,933 | 6,594 | ||||||
Processing and servicing fees |
10,715 | 10,234 | ||||||
Advertising and marketing |
25,895 | 11,964 | ||||||
Compensation and benefits |
19,253 | 9,311 | ||||||
Other operating expenses |
21,464 | 5,884 | ||||||
|
|
|
|
|||||
Total operating expenses |
88,260 |
43,987 |
||||||
|
|
|
|
|||||
Other (income) expenses: |
||||||||
Interest income |
(140 | ) | (264 | ) | ||||
Interest expense |
785 | — | ||||||
Legal settlement and litigation expenses |
609 | 41 | ||||||
Other strategic financing and transactional expenses |
224 | 29 | ||||||
Derivative asset on loans to stockholders |
(24,042 | ) | — | |||||
Changes in fair value of warrant liability |
2,866 | — | ||||||
|
|
|
|
|||||
Total other income, net |
(19,698 |
) |
(194 |
) | ||||
|
|
|
|
|||||
Net income before provision for income taxes |
3,093 |
10,504 |
||||||
Income tax (benefit) expense |
5 | 77 | ||||||
|
|
|
|
|||||
Net income |
$ |
3,088 |
$ |
10,427 |
||||
|
|
|
|
|||||
Net income per share: |
||||||||
Basic |
$ | 0.00 | $ | 0.02 | ||||
Diluted |
$ | 0.00 | $ | 0.01 | ||||
Weighted-average shares used to compute net income per share |
||||||||
Basic |
99,367,891 | 86,632,180 | ||||||
Diluted |
261,795,841 | 95,141,368 |
Series A convertible preferred stock |
Series B-1 convertible preferred stock |
Series B-2 convertible preferred stock |
Common stock |
Additional paid-in capital |
Loans to stockholders |
Treasury stock |
Accumulated deficit |
Total stockholders’ deficit |
||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2020 |
133,216,940 |
$ |
9,881 |
13,326,050 |
$ |
49,675 |
3,991,610 |
$ |
12,617 |
100,223,194 |
$ |
0.1 |
$ |
5,493 |
$ |
(14,764 |
) |
$ |
(154 |
) |
$ |
(12,904 |
) |
$ |
(22,329 |
) | ||||||||||||||||||||||||||
Issuance of common stock for stock option exercises |
— | — | — | — | — | — | 2,094,939 | — | 910 | — | — | — | 910 |
|||||||||||||||||||||||||||||||||||||||
Vesting of stock option early exercises |
— | — | — | — | — | — | — | — | 75 | — | — | — | 75 |
|||||||||||||||||||||||||||||||||||||||
Stockholder loans interest |
— | — | — | — | — | — | — | — | — | (137 | ) | — | — | (137 |
) | |||||||||||||||||||||||||||||||||||||
Stock-based compensation—restricted stock |
— | — | — | — | — | — | — | — | 4 | — | — | — | 4 |
|||||||||||||||||||||||||||||||||||||||
Stock-based compensation— stock options |
— | — | — | — | — | — | — | — | 2,782 | — | — | — | 2,782 |
|||||||||||||||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | — | — | — | — | 3,088 | 3,088 |
|||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance at June 30, 2021 |
133,216,940 |
$ |
9,881 |
13,326,050 |
$ |
49,675 |
3,991,610 |
$ |
12,617 |
102,318,133 |
$ |
0.1 |
$ |
9,264 |
$ |
(14,901 |
) |
$ |
(154 |
) |
$ |
(9,816 |
) |
$ |
(15,607 |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Series A convertible preferred stock |
Series B-1 convertible preferred stock |
Series B-2 convertible preferred stock |
Common stock |
Additional paid-in capital |
Loans to stockholders |
Treasury stock |
Accumulated (deficit) retained earnings |
Total stockholders’ deficit |
||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2019 |
133,216,940 |
$ |
9,881 |
13,326,050 |
$ |
49,675 |
$ |
3,991,610 |
$ |
12,617 |
99,449,310 |
$ |
0.1 |
$ |
3,712 |
$ |
(14,492 |
) |
$ |
(154 |
) |
$ |
(5,947 |
) |
$ |
(16,881 |
) | |||||||||||||||||||||||||
Issuance of common stock for stock option exercises |
— | — | — | — | — | — | 728,343 | — | 51 | — | — | — | 51 |
|||||||||||||||||||||||||||||||||||||||
Issuance of common stock for stock option early exercises |
— | — | — | — | 322,917 | — | — | — | — | — | — |
|||||||||||||||||||||||||||||||||||||||||
Stockholder loans interest |
— | — | — | — | — | — | — | — | — | (136 | ) | — | — | (136 |
) | |||||||||||||||||||||||||||||||||||||
Stock-based compensation— restricted stock |
— | — | — | — | — | — | — | — | 35 | — | — | — | 35 |
|||||||||||||||||||||||||||||||||||||||
Stock-based compensation— stock options |
— | — | — | — | — | — | — | — | 590 | — | — | — | 590 |
|||||||||||||||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | — | — | — | — | 10,427 | 10,427 |
|||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance at June 30, 2020 |
133,216,940 |
$ |
9,881 |
13,326,050 |
$ |
49,675 |
3,991,610 |
$ |
12,617 |
100,500,570 |
$ |
0.1 |
$ |
4,388 |
$ |
(14,628 |
) |
$ |
(154 |
) |
$ |
4,480 |
$ |
(5,914 |
) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Operating activities |
||||||||
Net income |
$ | 3,088 | $ | 10,427 | ||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
||||||||
Depreciation and amortization |
1,291 | 801 | ||||||
Provision for unrecoverable advances |
10,933 | 6,594 | ||||||
Changes in fair value of derivative assets |
(24,042 | ) | — | |||||
Changes in fair value of warrant liability |
2,866 | — | ||||||
Stock-based compensation—restricted stock |
4 | 35 | ||||||
Stock-based compensation—stock options |
2,782 | 590 | ||||||
Non-cash interest from loans to stockholders |
(137 | ) | (136 | ) | ||||
Non-cash lease expense |
63 | 10 | ||||||
Changes in fair value of marketable securities |
— | (8 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Member advances |
(16,145 | ) | (5,710 | ) | ||||
Prepaid income taxes |
746 | — | ||||||
Prepaid expenses and other current assets |
(329 | ) | (1,553 | ) | ||||
Accounts payable |
1,290 | (4,395 | ) | |||||
Accrued expenses |
3,573 | 1,674 | ||||||
Income taxes payable |
— | (56 | ) | |||||
Other current liabilities |
(2,044 | ) | 103 | |||||
Other non-current liabilities |
(23 | ) | 291 | |||||
Interest payable, convertible notes |
6 | 6 | ||||||
|
|
|
|
|||||
Net cash (used in) provided by operating activities |
(16,078 |
) |
8,673 |
|||||
|
|
|
|
|||||
Investing activities |
||||||||
Payments for internally developed software costs |
(2,267 | ) | (1,693 | ) | ||||
Purchase of property and equipment |
(23 | ) | (164 | ) | ||||
Purchase of marketable securities |
(3 | ) | (126 | ) | ||||
Sale of marketable securities |
3,915 | — | ||||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
1,622 |
(1,983 |
) | |||||
|
|
|
|
|||||
Financing activities |
||||||||
Repayment on line of credit |
(3,910 | ) | — | |||||
Proceeds from issuance of common stock for stock option exercises |
910 | 51 | ||||||
Payment of issuance costs |
(2,007 | ) | — | |||||
Proceeds from borrowings |
23,000 | — | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
17,993 |
51 |
||||||
|
|
|
|
|||||
Net increase in cash and cash equivalents and restricted cash |
3,537 | 6,741 | ||||||
Cash and cash equivalents and restricted cash, beginning of quarter |
5,069 | 6,552 | ||||||
|
|
|
|
|||||
Cash and cash equivalents and restricted cash, end of quarter |
$ |
8,606 |
$ |
13,293 |
||||
|
|
|
|
|||||
Supplemental disclosure of non-cash investing and financing activities |
||||||||
Operating lease right of use assets recognized |
$ | 2,514 | $ | — | ||||
Operating lease liabilities recognized |
$ | 2,514 | $ | — | ||||
Property and equipment purchases in accounts payable |
$ | 10 | $ | 14 | ||||
Supplemental disclosure of cash (received) paid for: |
||||||||
Income taxes |
$ | (721 | ) | $ | 72 | |||
Interest |
$ | 763 | $ | — | ||||
The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheet with the same as shown in the condensed consolidated statement of cash flows. | | |||||||
Cash and cash equivalents |
$ | 8,243 | $ | 13,013 | ||||
Restricted cash |
363 | 280 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents, and restricted cash, end of period |
$ |
8,606 |
$ |
13,293 |
||||
|
|
|
|
Assets |
||||
Cash and cash equivalents |
$ | 6,855 | ||
Member advances, net of allowance for unrecoverable advances of $2,438 as of June 30, 2021 |
39,467 | |||
Debt facility commitment fee, current |
51 | |||
Debt facility commitment fee, long-term |
158 | |||
|
|
|||
Total assets |
$ |
46,531 |
||
|
|
|||
Liabilities and stockholder’s deficit |
||||
Long-term debt facility |
$ | 23,000 | ||
Warrant liability |
2,972 | |||
Equity contributed |
0 | |||
Accumulated deficit |
(6,079 | ) | ||
|
|
|||
Total liabilities and stockholder’s deficit |
$ |
19,893 |
||
|
|
June 30, 2021 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Marketable securities |
$ | 13,754 | $ | — | $ | — | $ | 13,754 | ||||||||
Derivative asset on loans to stockholders |
— | — | 24,499 | 24,499 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ |
13,754 |
$ |
— |
$ |
24,499 |
$ |
38,253 |
||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities |
||||||||||||||||
Warrant liability |
$ | — | $ | — | $ | 2,972 | $ | 2,972 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
$ |
— |
$ |
— |
$ |
2,972 |
$ |
2,972 |
||||||||
|
|
|
|
|
|
|
|
December 31, 2020 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Marketable securities |
$ | 17,666 | $ | — | $ | — | $ | 17,666 | ||||||||
Derivative asset on loans to stockholders |
— | — | 457 | 457 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ |
17,666 |
$ |
— |
$ |
457 |
$ |
18,123 |
||||||||
|
|
|
|
|
|
|
|
Ending value at December 31, 2019 |
$ |
457 |
||
Change in fair value during the period |
— | |||
|
|
|||
Ending value at December 31, 2020 |
457 |
|||
Change in fair value during the period |
24,042 | |||
|
|
|||
Ending value at June 30, 2021 |
$ |
24,499 |
||
|
|
Expected volatility |
57.0% | |
Risk-free interest rate |
0.0 - 0.2% | |
Remaining term |
0.2 - 1.9 Years |
Opening value at December 31, 2020 |
$ |
— |
||
Initial fair value at the original issuance date |
106 | |||
Change in fair value during the period |
2,866 | |||
|
|
|||
Ending value at June 30, 2021 |
$ |
2,972 |
||
|
|
Expected volatility |
57.0 - 57.5% | |
Risk-free interest rate |
0.0 - 0.2% | |
Remaining term |
0.2 - 1.9 Years |
• | Historical financial performance; |
• | The Company’s business strategy; |
• | Industry information, such as external market conditions and trends; |
• | Lack of marketability of the Common Stock; |
• | Likelihood of achieving a liquidity event, such as an initial public offering, special-purpose acquisition company (“SPAC”) merger, or strategic sale given prevailing market conditions and the nature and history of the Company’s business; |
• | Prices, privileges, powers, preferences and rights of the Company’s convertible preferred stock relative to those of the Common Stock; |
• | Forecasted cash flow projections for the Company; |
• | Illiquidity of stock-based awards involving securities in a private company; and |
• | Macroeconomic conditions. |
For the Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
(unaudited) |
||||||||
Numerator |
||||||||
Net income |
$ | 3,088 | $ | 10,427 | ||||
Less: noncumulative dividend to convertible preferred stockholders |
(3,088 | ) | (6,464 | ) | ||||
Less: undistributed earnings to participating securities |
— | (2,607 | ) | |||||
|
|
|
|
|||||
Net income attributed to common stockholders—Basic |
— | 1,356 | ||||||
Add: undistributed earnings reallocated to common stockholders |
— | 45 | ||||||
|
|
|
|
|||||
Net income attributed to common stockholders—Diluted |
$ | — | $ | 1,401 | ||||
Denominator |
||||||||
Weighted average shares of common stock—basic |
99,367,891 | 86,632,180 | ||||||
Dilutive effect of equity incentive awards |
25,219,400 | 8,509,188 | ||||||
Dilutive effect of Series A convertible stock |
137,208,550 | — | ||||||
|
|
|
|
|||||
Weighted average shares of common stock—diluted |
261,795,841 | 95,141,368 | ||||||
Net income per share |
||||||||
Basic |
$ | 0.00 | $ | 0.02 | ||||
Diluted |
$ | 0.00 | $ | 0.01 |
For the Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
(unaudited) |
||||||||
Equity incentive awards |
1 | 12,479,599 | ||||||
Convertible preferred stock |
13,326,050 | 150,534,600 | ||||||
Series B-1 warrants |
1,722,640 | — | ||||||
|
|
|
|
|||||
Total |
15,048,691 |
163,014,199 |
||||||
|
|
|
|
Days From Origination |
Gross Member Advances |
Allowance for Unrecoverable Advances |
Member Advances, Net |
|||||||||
1-10 |
$ | 32,110 | $ | (1,784 | ) | $ | 30,326 | |||||
11-30 |
9,814 | (1,160 | ) | 8,654 | ||||||||
31-60 |
5,691 | (2,711 | ) | 2,980 | ||||||||
61-90 |
3,651 | (2,279 | ) | 1,372 | ||||||||
91-120 |
2,239 | (1,615 | ) | 624 | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
53,505 |
$ |
(9,549 |
) |
$ |
43,956 |
|||||
|
|
|
|
|
|
Days From Origination |
Gross Member Advances |
Allowance for Unrecoverable Advances |
Member Advances, Net |
|||||||||
1-10 |
$ | 27,948 | $ | (1,367 | ) | $ | 26,581 | |||||
11-30 |
8,380 | (1,205 | ) | 7,175 | ||||||||
31-60 |
5,489 | (3,009 | ) | 2,480 | ||||||||
61-90 |
6,088 | (4,284 | ) | 1,804 | ||||||||
91-120 |
3,419 | (2,715 | ) | 704 | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
51,324 |
$ |
(12,580 |
) |
$ |
38,744 |
|||||
|
|
|
|
|
|
Ending allowance balance at December 31, 2020 |
$ |
12,580 |
||
Plus: provision for unrecoverable advances |
10,345 | |||
Less: amounts written-off |
(13,376 | ) | ||
|
|
|||
Ending allowance balance at June 30, 2021 (unaudited) |
$ |
9,549 |
||
|
|
|||
Ending allowance balance at December 31, 2019 |
$ |
9,355 |
||
Plus: provision for unrecoverable advances |
5,940 | |||
Less: amounts written-off |
(10,327 | ) | ||
|
|
|||
Ending allowance balance at June 30, 2020 (unaudited) |
$ |
4,968 |
||
|
|
(unaudited) June 30, 2021 |
December 31, 2020 |
|||||||
Accrued charitable contributions |
$ | 4,801 | $ | 3,364 | ||||
Accrued compensation |
1,424 | 875 | ||||||
Sales tax payable |
1,378 | 991 | ||||||
Other |
1,295 | 94 | ||||||
|
|
|
|
|||||
Total |
$ |
8,898 |
$ |
5,324 |
||||
|
|
|
|
Expected volatility |
55.0% | |
Risk-free interest rate |
0.1 - 0.2% | |
Remaining term |
0.6 - 2.9 Years |
For the Six Months Ended June 30, 2021 |
||||
Operating lease cost |
$ | 343 | ||
Short-term lease cost |
— | |||
Variable lease cost |
— | |||
|
|
|||
Total lease cost |
$ |
343 |
||
|
|
|||
Other information: |
||||
Cash paid for operating leases |
$ | 281 | ||
Right-of-use |
$ | 2,514 | ||
Weighted-average remaining lease term - operating lease |
2.38 | |||
Weighted-average discount rate - operating lease |
10 | % |
Year |
3rd-Party Commitment |
Related-Party Commitment |
Total |
|||||||||
2021 (remaining) |
$ | 902 | $ | 160 | $ | 1,062 | ||||||
2022 |
1,781 | 335 | 2,116 | |||||||||
2023 |
159 | 340 | 499 | |||||||||
2024 |
2 | 295 | 297 | |||||||||
2025 |
— | 309 | 309 | |||||||||
Thereafter |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total minimum lease payments |
$ |
2,844 |
$ |
1,439 |
$ |
4,283 |
||||||
|
|
|
|
|
|
|||||||
Less: imputed interest |
(204 | ) | (269 | ) | (473 | ) | ||||||
|
|
|
|
|
|
|||||||
Total lease liabilities |
$ |
2,640 |
$ |
1,170 |
$ |
3,810 |
||||||
|
|
|
|
|
|
(unaudited) |
||||||||||||||||||||
As of June 30, 2021 |
||||||||||||||||||||
Authorized Shares |
Issued Shares |
Outstanding Shares |
Liquidation Preference (in thousands) |
Carrying Value (in thousands) |
||||||||||||||||
Series A Preferred Shares |
133,216,940 | 133,216,940 | 133,216,940 | $ | 130,686 | $ | 9,881 | |||||||||||||
Series B-1 Preferred Shares |
13,326,050 | 13,326,050 | 13,326,050 | $ | 50,000 | $ | 49,675 | |||||||||||||
Series B-2 Preferred Shares |
3,991,610 | 3,991,610 | 3,991,610 | $ | 11,981 | $ | 12,617 | |||||||||||||
Common Stock |
290,000,000 | 105,157,258 | 102,318,133 | $ | — | $ | 0.1 | |||||||||||||
As of December 31, 2020 |
||||||||||||||||||||
Authorized Shares |
Issued Shares |
Outstanding Shares |
Liquidation Preference (in thousands) |
Carrying Value (in thousands) |
||||||||||||||||
Series A Preferred Shares |
133,216,940 | 133,216,940 | 133,216,940 | $ | 130,686 | $ | 9,881 | |||||||||||||
Series B-1 Preferred Shares |
13,326,050 | 13,326,050 | 13,326,050 | $ | 50,000 | $ | 49,675 | |||||||||||||
Series B-2 Preferred Shares |
3,991,610 | 3,991,610 | 3,991,610 | $ | 11,981 | $ | 12,617 | |||||||||||||
Common Stock |
290,000,000 | 103,062,319 | 100,223,194 | $ | — | $ | 0.1 |
Shares |
Weighted- Average Exercise Price |
|||||||
Options outstanding, December 31, 2020 |
23,025,382 |
$ | 0.74 | |||||
Granted |
13,117,141 | $ | 0.98 | |||||
Exercised |
(2,175,153 | ) | $ | 0.57 | ||||
Forfeited |
(4,768,840 | ) | $ | 0.89 | ||||
Expired |
(39,406 | ) | $ | 0.91 | ||||
|
|
|||||||
Options outstanding, June 30, 2021, unaudited |
29,159,124 |
$ | 0.84 | |||||
|
|
Expected volatility |
40.0 | % | ||
Risk-free interest rate |
1.5 | % | ||
Remaining term |
10.0 Years | |||
Expected dividend yield |
0.0 | % |
Shares |
Weighted- Average Grant- Date Fair Value |
|||||||
Nonvested shares at December 31, 2020 |
2,375,000 |
$ | 0.93 | |||||
Granted |
— | $ | — | |||||
Vested |
(1,425,000 | ) | $ | 0.93 | ||||
Forfeited |
— | $ | — | |||||
|
|
|||||||
Nonvested shares at June 30, 2021, unaudited |
950,000 |
$ |
0.93 |
|||||
|
|
Shares |
Weighted- Average Grant- Date Fair Value |
|||||||
Nonvested shares at December 31, 2020 |
5,209 |
$ | 0.93 | |||||
Granted |
— | $ | — | |||||
Vested |
(5,209 | ) | $ | 0.93 | ||||
Forfeited |
— | $ | — | |||||
|
|
|||||||
Nonvested shares at June 30, 2021, unaudited |
— |
$ | — | |||||
|
|
Year |
Related-Party Commitment |
|||
2021 (remaining) |
$ | 160 | ||
2022 |
335 | |||
2023 |
340 | |||
2024 |
295 | |||
2025 |
309 | |||
Thereafter |
— | |||
|
|
|||
Total minimum lease payments |
$ |
1,439 |
||
|
|
|||
Less: imputed interest |
(269 | ) | ||
|
|
|||
Total lease liabilities |
$ |
1,170 |
||
|
|
As of December 31, |
||||||||
2020 |
2019 |
|||||||
As Restated |
As Restated |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 4,789 | $ | 6,406 | ||||
Marketable securities |
17,666 | 25,305 | ||||||
Member advances, net of allowance for unrecoverable advances of $12,580 and $9,355 as of December 31, 2020 and 2019, respectively |
38,744 | 29,042 | ||||||
Prepaid income taxes |
4,008 | — | ||||||
Restricted cash, current |
83 | — | ||||||
Prepaid expenses and other current assets |
4,062 | 1,462 | ||||||
|
|
|
|
|||||
Total current assets |
69,352 |
62,215 |
||||||
Property and equipment, net |
516 | 421 | ||||||
Lease right-of-use |
1,378 | 1,759 | ||||||
Intangible assets, net |
4,505 | 2,090 | ||||||
Derivative asset on loans to stockholders |
457 | 457 | ||||||
Restricted cash |
197 | 146 | ||||||
|
|
|
|
|||||
Total assets |
$ |
76,405 |
$ |
67,088 |
||||
|
|
|
|
|||||
Liabilities, convertible preferred stock, and stockholders’ deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 8,492 | $ | 6,502 | ||||
Accrued expenses |
5,324 | 1,890 | ||||||
Line of credit |
3,910 | — | ||||||
Lease liabilities, short-term (related party of $205 and $171 as of December 31, 2020 and 2019, respectively) |
400 | 369 | ||||||
Income taxes payable |
— | 508 | ||||||
Legal settlement accrual |
3,201 | — | ||||||
Other current liabilities |
2,853 | 306 | ||||||
|
|
|
|
|||||
Total current liabilities |
24,180 |
9,575 |
||||||
Lease liabilities, long-term (related party of $1,065 and $1,270 as of December 31, 2020 and 2019, respectively) |
1,088 | 1,488 | ||||||
Convertible debt, long-term |
695 | 695 | ||||||
Interest payable, convertible notes |
13 | 1 | ||||||
Other non-current liabilities |
585 | 37 | ||||||
|
|
|
|
|||||
Total liabilities |
26,561 |
11,796 |
||||||
|
|
|
|
|||||
Commitments and contingencies (Note 11) |
||||||||
Convertible preferred stock |
||||||||
Series A convertible preferred stock, par value per share $0.000001, 133,216,940 shares authorized; 133,216,940 shares issued and outstanding at December 31, 2020 and 2019; $130,686 and $124,558 liquidation preference at December 31, 2020 and 2019, respectively |
9,881 | 9,881 | ||||||
Series B-1 convertible preferred stock, par value per share $0.000001, 13,326,050 shares authorized; 13,326,050 shares issued and outstanding at December 31, 2020 and 2019; $50,000 liquidation preference at December 31, 2020 and 2019 |
49,675 | 49,675 | ||||||
Series B-2 convertible preferred stock, par value per share $0.000001, 3,991,610 shares authorized; 3,991,610 shares issued and outstanding at December 31, 2020 and 2019; $11,981 liquidation preference at December 31, 2020 and 2019 |
12,617 | 12,617 | ||||||
|
|
|
|
|||||
Total convertible preferred stock |
72,173 |
72,173 |
||||||
|
|
|
|
|||||
Stockholders’ deficit: |
||||||||
Common stock, par value per share $0.000001, 290,000,000 and 285,000,000 shares authorized at December 31, 2020 and 2019, respectively; 103,062,319 and 101,391,560 shares issued at December 31, 2020 and 2019, respectively; 100,223,194 and 99,449,310 shares outstanding at December 31, 2020 and 2019, respectively |
0.1 | 0.1 | ||||||
Treasury stock |
(154 | ) | (154 | ) | ||||
Additional paid-in capital |
5,493 | 3,712 | ||||||
Loans to stockholders |
(14,764 | ) | (14,492 | ) | ||||
Accumulated deficit |
(12,904 | ) | (5,947 | ) | ||||
|
|
|
|
|||||
Total stockholders’ deficit |
(22,329 |
) |
(16,881 |
) | ||||
|
|
|
|
|||||
Total liabilities, convertible preferred stock, and stockholders’ deficit |
$ |
76,405 |
$ |
67,088 |
||||
|
|
|
|
For the Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
As Restated |
As Restated |
|||||||
Operating revenues: |
||||||||
Service based revenue, net |
$ | 120,595 | $ | 76,194 | ||||
Transaction based revenue, net |
1,201 | 33 | ||||||
|
|
|
|
|||||
Total operating revenues, net |
121,796 |
76,227 |
||||||
|
|
|
|
|||||
Operating expenses: |
||||||||
Provision for unrecoverable advances |
25,539 | 19,688 | ||||||
Processing and servicing fees |
21,646 | 15,216 | ||||||
Advertising and marketing |
38,019 | 22,934 | ||||||
Compensation and benefits |
22,210 | 9,242 | ||||||
Other operating expenses |
15,763 | 7,370 | ||||||
|
|
|
|
|||||
Total operating expenses |
123,177 |
74,450 |
||||||
|
|
|
|
|||||
Other (income) expense: |
||||||||
Interest income |
(409 | ) | (429 | ) | ||||
Interest expense |
17 | 852 | ||||||
Gain on conversion of 2018 convertible notes |
— | (841 | ) | |||||
Derivative liability |
— | 536 | ||||||
Legal settlement and litigation expenses |
4,467 | 327 | ||||||
Other strategic financing and transactional expenses |
1,356 | — | ||||||
|
|
|
|
|||||
Total other expenses, net |
5,431 |
445 |
||||||
|
|
|
|
|||||
Net (loss) income before provision for income taxes |
(6,812 |
) |
1,332 |
|||||
Provision for income taxes |
145 | 545 | ||||||
|
|
|
|
|||||
Net (loss) income |
$ |
(6,957 |
) |
$ |
787 |
|||
|
|
|
|
|||||
Net (loss) income per share: |
||||||||
Basic |
$ | (0.08 | ) | $ | 0.00 | |||
Diluted |
$ | (0.08 | ) | $ | 0.00 | |||
Weighted-average shares used to compute net income (loss) per share |
||||||||
Basic |
90,986,048 | 76,918,167 | ||||||
Diluted |
90,986,048 | 247,773,816 |
Series A convertible preferred stock |
Series B-1 convertible preferred stock |
Series B-2 convertible preferred stock |
Common stock |
Additional paid-in capital |
Loans to stockholders |
Treasury stock |
Accumulated deficit |
Total stockholders’ deficit |
||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2019 |
133,216,940 |
$ |
9,881 |
— |
$ |
— |
— |
$ |
— |
98,798,160 |
$ |
0.1 |
$ |
3,227 |
$ |
— |
$ |
— |
$ |
(6,734 |
) |
$ |
(3,507 |
) | ||||||||||||||||||||||||||||
Issuance of restricted stock |
— | — | — | — | — | — | 14,500,000 | — | — | — | — | — | — |
|||||||||||||||||||||||||||||||||||||||
Cancellation of restricted stock |
— | — | — | — | — | — | (14,250,000 | ) | — | — | — | — | — | — |
||||||||||||||||||||||||||||||||||||||
Issuance of common stock for stock option exercises |
— | — | — | — | — | — | 446,830 | — | 39 | — | — | — | 39 |
|||||||||||||||||||||||||||||||||||||||
Issuance of series B-1 convertible preferred stock, net of issuance costs of $325 thousand |
— | — | 13,326,050 | 49,675 | — | — | — | — | — | — | — | — | — |
|||||||||||||||||||||||||||||||||||||||
Conversion of notes and accrued interest to series B-2 preferred stock |
— | — | — | — | 3,991,610 | 12,617 | — | — | — | — | — | — | — |
|||||||||||||||||||||||||||||||||||||||
Treasury stock |
— | — | — | — | — | — | (45,680 | ) | — | — | — | (154 | ) | — | (154 |
) | ||||||||||||||||||||||||||||||||||||
Stockholder loans |
— | — | — | — | — | — | — | — | — | (14,492 | ) | — | — | (14,492 |
) | |||||||||||||||||||||||||||||||||||||
Stock-based compensation—restricted stock |
— | — | — | — | — | — | — | — | 178 | — | — | — | 178 |
|||||||||||||||||||||||||||||||||||||||
Stock-based compensation—stock options |
— | — | — | — | — | — | — | — | 268 | — | — | — | 268 |
|||||||||||||||||||||||||||||||||||||||
Net income as restated |
— | — | — | — | — | — | — | — | — | — | — | 787 | 787 |
|||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance at December 31, 2019 as restated |
133,216,940 |
$ |
9,881 |
13,326,050 |
$ |
49,675 |
3,991,610 |
$ |
12,617 |
99,449,310 |
$ |
0.1 |
$ |
3,712 |
$ |
(14,492 |
) |
$ |
(154 |
) |
$ |
(5,947 |
) |
$ |
(16,881 |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Issuance of common stock for stock option exercises |
— | — | — | — | — | — | 1,253,045 | — | 256 | — | — | — | 256 |
|||||||||||||||||||||||||||||||||||||||
Issuance of common stock for stock option early exercises |
— | — | — | — | — | — | 403,131 | — | — | — | — | — | — |
|||||||||||||||||||||||||||||||||||||||
Cancellation of common stock issued for stock option early exercise |
— | — | — | — | — | — | (229,167 | ) | — | — | — | — | — | — |
||||||||||||||||||||||||||||||||||||||
Cancellation of restricted stock |
— | — | — | — | — | — | (653,125 | ) | — | — | — | — | — | — |
||||||||||||||||||||||||||||||||||||||
Stockholder loans interest |
— | — | — | — | — | — | — | — | — | (272 | ) | — | — | (272 |
) | |||||||||||||||||||||||||||||||||||||
Stock-based compensation—restricted stock |
— | — | — | — | — | — | — | — | 68 | — | — | — | 68 |
|||||||||||||||||||||||||||||||||||||||
Stock-based compensation—stock options |
— | — | — | — | — | — | — | — | 1,457 | — | — | — | 1,457 |
|||||||||||||||||||||||||||||||||||||||
Net loss as restated |
— | — | — | — | — | — | — | — | — | — | — | (6,957 | ) | (6,957 |
) | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance at December 31, 2020 as restated |
133,216,940 |
$ |
9,881 |
13,326,050 |
$ |
49,675 |
3,991,610 |
$ |
12,617 |
100,223,194 |
$ |
0.1 |
$ |
5,493 |
$ |
(14,764 |
) |
$ |
(154 |
) |
$ |
(12,904 |
) |
$ |
(22,329 |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
As Restated |
As Restated |
|||||||
Operating activities |
||||||||
Net (loss) income |
$ | (6,957 | ) | $ | 787 | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Depreciation and amortization |
1,718 | 805 | ||||||
Provision for unrecoverable advances |
25,539 | 19,688 | ||||||
Stock-based compensation—restricted stock |
68 | 178 | ||||||
Stock-based compensation—stock options |
1,457 | 268 | ||||||
Non-cash interest from loans to stockholders |
(272 | ) | (104 | ) | ||||
Non-cash lease expense |
12 | 86 | ||||||
Changes in fair value of marketable securities |
(3 | ) | (21 | ) | ||||
Changes in fair value of derivative assets and liabilities |
— | 536 | ||||||
Gain on conversion of 2018 convertible notes |
— | (841 | ) | |||||
Accretion of debt discount |
— | 211 | ||||||
Changes in operating assets and liabilities: |
||||||||
Member advances |
(35,240 | ) | (39,266 | ) | ||||
Prepaid income taxes |
(4,008 | ) | — | |||||
Prepaid expenses and other current assets |
(2,600 | ) | (1,247 | ) | ||||
Accounts payable |
1,983 | 4,858 | ||||||
Accrued expenses |
3,433 | 1,743 | ||||||
Income taxes payable |
(508 | ) | 508 | |||||
Legal settlement accrual |
3,201 | — | ||||||
Other current liabilities |
2,472 | 306 | ||||||
Other non-current liabilities |
547 | 37 | ||||||
Interest payable, convertible notes |
12 | 540 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(9,146 |
) |
(10,928 |
) | ||||
|
|
|
|
|||||
Investing activities |
||||||||
Payments for internally developed software costs |
(3,989 | ) | (1,746 | ) | ||||
Purchase of derivative asset on loans to stockholders |
— | (457 | ) | |||||
Purchase of property and equipment |
(231 | ) | (382 | ) | ||||
Sale of marketable securities |
7,780 | 15,774 | ||||||
Purchase of marketable securities |
(138 | ) | (32,884 | ) | ||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
3,422 |
(19,695 |
) | |||||
|
|
|
|
|||||
Financing activities |
||||||||
Repayment of convertible debt |
— | (2,000 | ) | |||||
Loans to stockholders |
— | (14,388 | ) | |||||
Acquisition of treasury stock |
— | (154 | ) | |||||
Borrowings on line of credit |
3,910 | 1,500 | ||||||
Repayment on line of credit |
— | (1,500 | ) | |||||
Proceeds from issuance of common stock for stock option exercises |
256 | 39 | ||||||
Proceeds from issuance of common stock for stock option early exercises |
75 | — | ||||||
Proceeds from issuance of preferred stock |
— | 49,675 | ||||||
Proceeds from issuance of convertible debt |
— | 695 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
4,241 |
33,867 |
||||||
|
|
|
|
|||||
Net (decrease) increase in cash and cash equivalents and restricted cash |
(1,483 | ) | 3,244 | |||||
Cash and cash equivalents and restricted cash, beginning of year |
6,552 | 3,308 | ||||||
|
|
|
|
|||||
Cash and cash equivalents and restricted cash, end of year |
$ |
5,069 |
$ |
6,552 |
||||
|
|
|
|
|||||
Supplemental disclosure of non-cash investing and financing activities |
||||||||
2018 convertible notes and derivative liability settled with preferred shares |
$ | — | $ | 12,617 | ||||
Operating lease right of use assets recognized |
$ | — | $ | 1,736 | ||||
Operating lease liabilities recognized |
$ | — | $ | 1,736 | ||||
Property and equipment purchases in accounts payable |
$ | 7 | $ | 14 | ||||
Receivable from early exercise of stock options |
$ | 368 | $ | — | ||||
Supplemental disclosure of cash paid for: |
||||||||
Income taxes |
$ | 2,798 | $ | — | ||||
Interest |
$ | — | $ | 200 | ||||
The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets with the same as shown in the consolidated statements of cash flows. | |
|||||||
Cash and cash equivalents |
$ | 4,789 | $ | 6,406 | ||||
Restricted cash |
280 | 146 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents, and restricted cash, end of year |
$ | 5,069 | $ | 6,552 | ||||
|
|
|
|
As of December 31, |
||||||||||||
2020 |
||||||||||||
Consolidated Balance Sheet: |
As Reported |
Adjustments |
As Restated |
|||||||||
Assets |
||||||||||||
Member advances, net of allowance for unrecoverable advances |
$ | 47,588 | $ | (8,844 | ) | $ | 38,744 | |||||
Prepaid income taxes |
$ | 1,576 | $ | 2,432 | $ | 4,008 | ||||||
Total current assets |
$ | 75,764 | $ | (6,412 | ) | $ | 69,352 | |||||
Total assets |
$ | 82,817 | $ | (6,412 | ) | $ | 76,405 | |||||
Liabilities, convertible preferred stock, and stockholders’ deficit |
||||||||||||
Other non-current liabilities |
$ | 735 | $ | (150 | ) | $ | 585 | |||||
Total liabilities |
$ | 26,711 | $ | (150 | ) | $ | 26,561 | |||||
Accumulated deficit |
$ | (6,642 | ) | $ | (6,262 | ) | $ | (12,904 | ) | |||
Total stockholders’ deficit |
$ | (16,067 | ) | $ | (6,262 | ) | $ | (22,329 | ) | |||
Total liabilities, convertible preferred stock, and stockholders’ deficit |
$ | 82,817 | $ | (6,412 | ) | $ | 76,405 |
For the year ended December 31, |
||||||||||||
2020 |
||||||||||||
Consolidated Statement of Operations |
As Reported |
Adjustments |
As Restated |
|||||||||
Provision for unrecoverable advances |
$ | 19,441 | $ | 6,098 | $ | 25,539 | ||||||
Total operating expenses |
$ | 117,079 | $ | 6,098 | $ | 123,177 | ||||||
Net loss before provision for income taxes |
$ | (714 | ) | $ | (6,098 | ) | $ | (6,812 | ) | |||
Provision for income taxes |
$ | 1,888 | $ | (1,743 | ) | $ | 145 | |||||
Net loss |
$ | (2,602 | ) | $ | (4,355 | ) | $ | (6,957 | ) | |||
Net loss per share: |
||||||||||||
Basic |
$ | (0.03 | ) | $ | (0.08 | ) | ||||||
Diluted |
$ | (0.03 | ) | $ | (0.08 | ) |
For the year ended December 31, |
||||||||||||
2020 |
||||||||||||
Consolidated Statements of Cash Flows: |
As Reported |
Adjustments |
As Restated |
|||||||||
Net loss |
$ | (2,602 | ) | $ | (4,355 | ) | $ | (6,957 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||
Provision for unrecoverable advances |
$ | 19,441 | $ | 6,098 | $ | 25,539 | ||||||
Changes in operating assets and liabilities: |
||||||||||||
Prepaid income taxes |
$ | (1,576 | ) | $ | (2,432 | ) | $ | (4,008 | ) | |||
Income taxes payable |
$ | (1,348 | ) | $ | 840 | $ | (508 | ) | ||||
Other non-current liabilities |
$ | 698 | $ | (151 | ) | $ | 547 |
For the year ended December 31, |
||||||||||||
2020 |
||||||||||||
Consolidated Statement of Convertible Preferred Stock and Stockholder’s Deficit: |
As Reported |
Adjustments |
As Restated |
|||||||||
Net loss |
$ | (2,602 | ) | $ | (4,355 | ) | $ | (6,957 | ) | |||
Accumulated deficit |
$ | (6,642 | ) | $ | (6,262 | ) | $ | (12,904 | ) | |||
Total stockholders’ deficit |
$ | (16,067 | ) | $ | (6,262 | ) | $ | (22,329 | ) |
For the year ended December 31, |
||||||||||||
2019 |
||||||||||||
Consolidated Statement of Operations |
As Reported |
Adjustments |
As Restated |
|||||||||
Provision for unrecoverable advances |
$ | 16,941 | $ | 2,747 | $ | 19,688 | ||||||
Total operating expenses |
$ | 71,703 | $ | 2,747 | $ | 74,450 | ||||||
Net income (loss) before provision for income taxes |
$ | 4,079 | $ | (2,747 | ) | $ | 1,332 | |||||
Provision for income taxes |
$ | 1,385 | $ | (840 | ) | $ | 545 | |||||
Net income (loss) |
$ | 2,694 | $ | (1,907 | ) | $ | 787 |
As of December 31, |
||||||||||||
2019 |
||||||||||||
Consolidated Balance Sheet: |
As Reported |
Adjustments |
As Restated |
|||||||||
Assets |
||||||||||||
Member advances, net of allowance for unrecoverable advances |
$ | 31,789 | $ | (2,747 | ) | $ | 29,042 | |||||
Total current assets |
$ | 64,962 | $ | (2,747 | ) | $ | 62,215 | |||||
Total assets |
$ | 69,835 | $ | (2,747 | ) | $ | 67,088 | |||||
Income taxes payable |
$ | 1,348 | $ | (840 | ) | $ | 508 | |||||
Total current liabilities |
$ | 10,415 | $ | (840 | ) | $ | 9,575 | |||||
Total liabilities |
$ | 12,636 | $ | (840 | ) | $ | 11,796 | |||||
Accumulated deficit |
$ | (4,040 | ) | $ | (1,907 | ) | $ | (5,947 | ) | |||
Total stockholders’ deficit |
$ | (14,974 | ) | $ | (1,907 | ) | $ | (16,881 | ) | |||
Total liabilities, convertible preferred stock, and stockholders’ deficit |
$ | 69,835 | $ | (2,747 | ) | $ | 67,088 |
For the year ended December 31, |
||||||||||||
2019 |
||||||||||||
Consolidated Statements of Cash Flows: |
As Reported |
Adjustments |
As Restated |
|||||||||
Net income |
$ | 2,694 | $ | (1,907 | ) | $ | 787 | |||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||||||
Provision for unrecoverable advances |
$ | 16,941 | $ | 2,747 | $ | 19,688 |
For the year ended December 31, |
||||||||||||
2019 |
||||||||||||
Consolidated Statement of Convertible Preferred Stock and Stockholder’s Deficit: |
As Reported |
Adjustments |
As Restated |
|||||||||
Net income |
$ | 2,694 | $ | (1,907 | ) | $ | 787 | |||||
Accumulated deficit |
$ | (4,040 | ) | $ | (1,907 | ) | $ | (5,947 | ) | |||
Total stockholders’ deficit |
$ | (14,974 | ) | $ | (1,907 | ) | $ | (16,881 | ) |
December 31, 2020 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Marketable securities |
$ | 17,666 | $ | — | $ | — | $ | 17,666 | ||||||||
Derivative asset on loans to stockholders |
— | — | 457 | 457 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ |
17,666 |
$ |
— |
$ |
457 |
$ |
18,123 |
||||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2019 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Marketable securities |
$ | 25,305 | $ | — | $ | — | $ | 25,305 | ||||||||
Derivative asset on loans to stockholders |
— | — | 457 | 457 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ |
25,305 |
$ |
— |
$ |
457 |
$ |
25,762 |
||||||||
|
|
|
|
|
|
|
|
Opening value at January 1, 2019 |
$ |
940 |
||
Change in fair value during the period |
536 | |||
Conversion into Series B-2 preferred stock |
(1,476 | ) | ||
|
|
|||
Ending value at December 31, 2019 |
$ |
— |
||
|
|
Unobservable Inputs |
Range | |
Term (in years) |
0.63 to 1.10 | |
Calibrated risk premium |
2.46% to 5.50% | |
Option adjusted spread |
6.62% to 11.04% | |
Risk-free rate |
1.87% to 2.62% |
Opening value at January 1, 2019 |
$ |
— |
||
Initial fair value at the original issuance dates |
457 | |||
Change in fair value during the period |
— | |||
|
|
|||
Ending value at December 31, 2019 |
$ |
457 |
||
|
|
|||
Change in fair value during the period |
— | |||
|
|
|||
Ending value at December 31, 2020 |
$ |
457 |
||
|
|
Expected volatility |
61.5% | |
Risk-free interest rate |
0.2% | |
Remaining term |
3.0 Years |
• | Historical financial performance; |
• | The Company’s business strategy; |
• | Industry information, such as external market conditions and trends; |
• | Lack of marketability of the Common Stock; |
• | Likelihood of achieving a liquidity event, such as an initial public offering, special-purpose acquisition company (“SPAC”) merger, or strategic sale given prevailing market conditions and the nature and history of the Company’s business; |
• | Prices, privileges, powers, preferences and rights of the Company’s convertible preferred stock relative to those of the Common Stock; |
• | Forecasted cash flow projections for the Company; |
• | Illiquidity of stock-based awards involving securities in a private company; and |
• | Macroeconomic conditions. |
For the Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Numerator |
||||||||
Net (loss) income |
$ | (6,957 | ) | $ | 787 | |||
Less: noncumulative dividend to convertible preferred stockholders |
— | (787 | ) | |||||
|
|
|
|
|||||
Net (loss) income attributed to common stockholders—Basic |
(6,957 | ) | — | |||||
Add back: undistributed earnings allocated to noncumulative dividend to convertible preferred stockholders |
— | 2,694 | ||||||
Less: non-cumulative dividend to convertible preferred stockholders |
— | (2,694 | ) | |||||
|
|
|
|
|||||
Net (loss) income attributed to common stockholders—Diluted |
(6,957 | ) | — | |||||
Denominator |
||||||||
Weighted average shares of common stock—basic |
90,986,048 | 76,918,167 | ||||||
Dilutive effect of equity incentive awards |
— | 33,647,099 | ||||||
Dilutive effect of Series A convertible stock |
— | 133,216,940 | ||||||
Dilutive effect of Series B-2 convertible stock |
— | 3,991,610 | ||||||
|
|
|
|
|||||
Weighted average shares of common stock—diluted |
90,986,048 | 247,773,816 | ||||||
Net (loss) income per share |
||||||||
Basic |
$ | (0.08 | ) | $ | 0.00 | |||
Diluted |
$ | (0.08 | ) | $ | 0.00 |
For the Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Equity incentive awards |
23,352,837 | 4,611,850 | ||||||
Convertible preferred stock |
150,534,600 | 13,326,050 | ||||||
|
|
|
|
|||||
Total |
173,887,437 | 17,937,900 | ||||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Marketable securities |
$ | 17,666 | $ | 25,305 | ||||
|
|
|
|
|||||
Totals |
$ |
17,666 |
$ |
25,305 |
||||
|
|
|
|
Days From Origination |
Gross Member Advances |
Allowance for Unrecoverable Advances |
Member Advances, Net |
|||||||||
1-10 |
$ | 27,948 | $ | (1,367 | ) | $ | 26,581 | |||||
11-30 |
8,380 | (1,205 | ) | 7,175 | ||||||||
31-60 |
5,489 | (3,009 | ) | 2,480 | ||||||||
61-90 |
6,088 | (4,284 | ) | 1,804 | ||||||||
91-120 |
3,419 | (2,715 | ) | 704 | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
51,324 |
$ |
(12,580 |
) |
$ |
38,744 |
|||||
|
|
|
|
|
|
Days From Origination |
Gross Member Advances |
Allowance for Unrecoverable Advances |
Member Advances, Net |
|||||||||
1-10 |
$ | 25,529 | $ | (1,027 | ) | $ | 24,502 | |||||
11-30 |
4,263 | (1,607 | ) | 2,656 | ||||||||
31-60 |
3,277 | (2,202 | ) | 1,075 | ||||||||
61-90 |
2,930 | (2,400 | ) | 530 | ||||||||
91-120 |
2,398 | (2,119 | ) | 279 | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
38,397 |
$ |
(9,355 |
) |
$ |
29,042 |
|||||
|
|
|
|
|
|
Opening allowance balance at January 1, 2019 |
$ |
3,277 |
||
Plus: provision for unrecoverable advances |
18,122 | |||
Less: amounts written-off |
(12,044 | ) | ||
|
|
|||
Ending allowance balance at December 31, 2019 |
9,355 |
|||
|
|
|||
Plus: provision for unrecoverable advances |
23,244 | |||
Less: amounts written-off |
(20,019 | ) | ||
|
|
|||
Ending allowance balance at December 31, 2020 |
$ |
12,580 |
||
|
|
December 31, 2020 |
December 31, 2019 |
|||||||
Accrued charitable contributions |
$ | 3,364 | $ | 1,026 | ||||
Accrued compensation |
875 | 360 | ||||||
Sales tax payable |
991 | 332 | ||||||
Other |
94 | 172 | ||||||
|
|
|
|
|||||
Total |
$ |
5,324 |
$ |
1,890 |
||||
|
|
|
|
December 31, 2020 |
December 31, 2019 |
|||||||
Computer equipment |
$ | 289 | $ | 79 | ||||
Leasehold improvements |
427 | 398 | ||||||
Furniture and fixtures |
14 | 14 | ||||||
|
|
|
|
|||||
Total property and equipment |
730 |
491 |
||||||
Less: Accumulated depreciation |
(214 | ) | (70 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ |
516 |
$ |
421 |
||||
|
|
|
|
December 31, 2020 |
December 31, 2019 |
|||||||
Internally developed software |
$ | 7,002 | $ | 3,013 | ||||
Domain name |
121 | 121 | ||||||
Less: accumulated amortization |
(2,618 | ) | (1,044 | ) | ||||
|
|
|
|
|||||
Intangible Assets, net |
$ |
4,505 |
$ |
2,090 |
||||
|
|
|
|
December 31, 2020 |
||||
2021 |
$ | 2,000 | ||
2022 |
1,623 | |||
2023 |
816 | |||
2024 |
8 | |||
2025 |
8 | |||
Thereafter |
50 | |||
|
|
|||
Total future amortization |
$ |
4,505 |
||
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Contractual interest expense on 2019 Convertible Notes |
$ | 17 | $ | 1 | ||||
Contractual interest expense on 2018 Convertible Notes |
— | 640 | ||||||
Amortization of debt discount on 2018 Convertible Notes |
— | 211 | ||||||
|
|
|
|
|||||
Total interest expense |
$ |
17 |
$ |
852 |
||||
|
|
|
|
|||||
Effective interest rate for 2019 Convertible Notes |
1.7 | % | 1.7 | % | ||||
Effective interest rate for 2018 Convertible Notes |
— | 3.8 | % |
For the Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Operating lease cost |
$ | 546 | $ | 402 | ||||
Short-term lease cost |
— | 40 | ||||||
Variable lease cost |
— | — | ||||||
|
|
|
|
|||||
Total lease cost |
$ |
546 |
$ |
442 |
||||
|
|
|
|
|||||
Other information: |
||||||||
Cash paid for operating leases |
$ | 534 | $ | 356 | ||||
Right-of-use |
$ | — | $ | 1,736 | ||||
Weighted-average remaining lease term - operating lease |
4.19 | 4.87 | ||||||
Weighted-average discount rate - operating lease |
10 | % | 10 | % |
Year |
3rd-Party Commitment |
Related-Party Commitment |
Total |
|||||||||
2021 |
$ | 205 | $ | 320 | $ | 525 | ||||||
2022 |
12 | 335 | 347 | |||||||||
2023 |
12 | 339 | 351 | |||||||||
2024 |
2 | 295 | 297 | |||||||||
2025 |
— | 309 | 309 | |||||||||
Thereafter |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total minimum lease payments |
$ |
231 |
$ |
1,598 |
$ |
1,829 |
||||||
|
|
|
|
|
|
|||||||
Less: imputed interest |
(12 | ) | (329 | ) | (341 | ) | ||||||
|
|
|
|
|
|
|||||||
Total lease liabilities |
$ |
219 |
$ |
1,269 |
$ |
1,488 |
||||||
|
|
|
|
|
|
2020 |
2019 |
|||||||
Expected term |
6.0 years | 5.9 years | ||||||
Risk-free interest rate |
0.8 | % | 1.9 | % | ||||
Expected dividend yield |
0.0 | % | 0.0 | % | ||||
Expected volatility |
57.0 | % | 48.6 | % |
Shares (1) |
Weighted- Average Exercise Price (1) |
Weighted- Average Remaining Contractual Term (years) |
Aggregate Intrinsic Value (in thousands) |
|||||||||||||
Options outstanding, December 31, 2019 |
12,273,640 |
$0.38 | 9.1 | $6,775 | ||||||||||||
Granted |
14,690,130 | $ | 0.96 | |||||||||||||
Exercised |
(1,441,795 | ) | $ | 0.18 | ||||||||||||
Forfeited |
(2,386,363 | ) | $ | 0.59 | ||||||||||||
Expired |
(110,230 | ) | $ | 0.94 | ||||||||||||
|
|
|||||||||||||||
Options outstanding, December 31, 2020 |
23,025,382 |
$ | 0.74 | 8.7 | $ | 5,548 | ||||||||||
|
|
|||||||||||||||
Nonvested options, December 31, 2020 |
17,524,327 | $ | 0.88 | 9.4 | $ | 1,844 | ||||||||||
|
|
|||||||||||||||
Vested and exercisable, December 31, 2020 |
3,448,301 | $ | 0.37 | 7.6 | $ | 2,123 | ||||||||||
|
|
(1) | Prior period results have been adjusted to reflect the ten-for-one |
Shares |
Weighted- Average Grant-Date Fair Value |
|||||||
Nonvested shares at December 31, 2019 |
17,416,710 |
$ | 0.37 | |||||
Granted |
— | $ | — | |||||
Vested |
(14,388,585 | ) | $ | 0.26 | ||||
Forfeited |
(653,125 | ) | $ | 0.93 | ||||
|
|
|||||||
Nonvested shares at December 31, 2020 |
2,375,000 |
$ | 0.93 | |||||
|
|
Shares |
Weighted- Average Grant-Date Fair Value |
|||||||
Nonvested shares at December 31, 2019 |
231,254 |
$ | 0.93 | |||||
Granted |
— | — | ||||||
Vested |
(226,045 | ) | 0.30 | |||||
Forfeited |
— | — | ||||||
|
|
|||||||
Nonvested shares at December 31, 2020 |
5,209 |
$ | 0.93 | |||||
|
|
Year |
Related-Party Commitment |
|||
2021 |
$ | 320 | ||
2022 |
335 | |||
2023 |
339 | |||
2024 |
295 | |||
2025 |
309 | |||
Thereafter |
— | |||
|
|
|||
Total minimum lease payments |
$ |
1,598 |
||
|
|
|||
Less: imputed interest |
(329 | ) | ||
|
|
|||
Total lease liabilities |
$ |
1,269 |
||
|
|
2020 |
2019 |
|||||||
Current: |
||||||||
Federal |
$ | 19 | $ | 246 | ||||
State |
104 | 262 | ||||||
|
|
|
|
|||||
Total current |
123 |
508 |
||||||
Deferred: |
||||||||
Federal |
22 | 37 | ||||||
State |
— | — | ||||||
|
|
|
|
|||||
Total deferred |
22 |
37 |
||||||
|
|
|
|
|||||
Provision for income taxes |
$ |
145 |
$ |
545 |
||||
|
|
|
|
2020 |
2019 |
|||||||
Federal statutory tax rate |
21.0 | % | 21.0 | % | ||||
State taxes, net of federal benefit |
6.5 | % | -1.5 | % | ||||
Permanent items—derivative liability |
0.0 | % | -4.8 | % | ||||
Permanent items—stock-based compensation |
-4.5 | % | 6.3 | % | ||||
Permanent items—meals and entertainment |
-0.1 | % | 1.8 | % | ||||
Permanent items—penalties |
-0.5 | % | 0.0 | % | ||||
Permanent items—other |
-0.1 | % | 0.0 | % | ||||
Return to provision |
-0.3 | % | 0.0 | % | ||||
Research and development tax credit—federal |
3.3 | % | -20.3 | % | ||||
Uncertain tax provision |
-1.7 | % | 0.0 | % | ||||
Change in valuation allowance |
-25.7 | % | 38.4 | % | ||||
|
|
|
|
|||||
Effective tax rate |
-2.1 |
% |
40.9 |
% | ||||
|
|
|
|
2020 |
2019 |
|||||||
Deferred tax assets: |
||||||||
Allowance for customer advances |
$ | 3,790 | $ | 2,962 | ||||
Accrued expenses |
1,216 | — | ||||||
Accrued compensation |
369 | — | ||||||
Lease liability |
448 | 588 | ||||||
Research and development tax credit |
457 | 62 | ||||||
Other |
33 | 148 | ||||||
|
|
|
|
|||||
Total deferred tax assets |
6,313 |
3,760 |
||||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Property and equipment |
(1,380 | ) | (665 | ) | ||||
Right of use asset |
(415 | ) | (557 | ) | ||||
State taxes |
(287 | ) | (131 | ) | ||||
Prepaid expenses |
(164 | ) | (70 | ) | ||||
|
|
|
|
|||||
Total deferred tax liabilities |
(2,246 |
) |
(1,423 |
) | ||||
|
|
|
|
|||||
Total net deferred tax assets before valuation allowance |
4,067 |
2,337 |
||||||
Less: valuation allowance |
(4,126 |
) |
(2,374 |
) | ||||
|
|
|
|
|||||
Total net deferred tax liabilties |
$ |
(59 |
) |
$ |
(37 |
) | ||
|
|
|
|
2020 |
2019 |
|||||||
Balance at beginning of year |
$ | — | $ | — | ||||
Increases to prior positions |
107 | — | ||||||
Decreases to prior positions |
— | — | ||||||
Increases for current year positions |
7 | — | ||||||
|
|
|
|
|||||
Balance at end of year |
$ |
114 |
$ |
— |
||||
|
|
|
|
A-1 |
A-2 |
A-3 |
A-4 |
A-5 |
A-6 |
A-7 |
A-8 |
A-9 |
A-10 |
A-11 |
A-12 |
A-13 |
A-14 |
A-15 |
A-16 |
A-17 |
A-18 |
A-19 |
A-20 |
A-21 |
A-22 |
A-23 |
A-24 |
A-25 |
A-26 |
A-27 |
A-28 |
A-29 |
A-30 |
A-31 |
A-32 |
A-33 |
A-34 |
A-35 |
A-36 |
A-37 |
A-38 |
A-39 |
A-40 |
A-41 |
A-42 |
A-43 |
A-44 |
A-45 |
A-46 |
A-47 |
A-48 |
A-49 |
A-50 |
A-51 |
A-52 |
A-53 |
A-54 |
A-55 |
A-56 |
A-57 |
A-58 |
A-59 |
A-60 |
A-61 |
A-62 |
A-63 |
A-64 |
A-65 |
A-66 |
A-67 |
A-68 |
A-69 |
A-70 |
A-71 |
If to Parent (prior to the Closing), First Merger Sub or Second Merger Sub, to : | ||
Victory Park Management, LLC | ||
c/o VPC Impact Acquisition Holdings III, Inc. | ||
150 North Riverside Plaza, Suite 5200 | ||
Chicago, Illinois 60606 | ||
Attention: |
Scott Zemnick | |
Facsimile: |
(312) 701-0794 | |
E-mail: |
szemnick@vpcadvisors.com |
A-72 |
with a copy (which shall not constitute notice) to : | ||
White & Case LLP | ||
111 South Wacker Drive, Suite 5100 | ||
Chicago, Illinois 60606 | ||
Attention: |
Raymond Bogenrief | |
Facsimile: |
(312) 881-5450 | |
E-mail: |
Raymond.Bogenrief@whitecase.com | |
if to the Company (prior to the Closing), to : | ||
Dave Inc. | ||
1265 South Cochran Avenue | ||
Los Angeles, California 90019 | ||
Attention: |
Jason Wilk John Ricci | |
E-mail: |
Jason@dave.com johnricci@dave.com |
with a copy (which shall not constitute notice) to : | ||
Orrick, Herrington & Sutcliffe LLP | ||
631 Wilshire Blvd, Suite 2-C | ||
Santa Monica, California 90401 | ||
Attention: |
Josh Pollick Hari Raman Albert W. Vanderlaan | |
E-mail: |
jpollick@orrick.com hraman@orrick.com avanderlaan@orrick.com | |
if to the Parent or the Company (following the Closing), to : | ||
Dave Inc. | ||
1265 South Cochran Avenue | ||
Los Angeles, California 90019 | ||
Attention: |
Jason Wilk John Ricci | |
E-mail: |
Jason@dave.com johnricci@dave.com | |
with a copy (which shall not constitute notice) to : | ||
Victory Park Management, LLC | ||
150 North Riverside Plaza, Suite 5200 | ||
Chicago, Illinois 60606 | ||
Attention: |
Scott Zemnick | |
Facsimile: |
(312) 701-0794 | |
E-mail: |
szemnick@vpcadvisors.com | |
with a copy (which shall not constitute notice) to : | ||
White & Case LLP | ||
111 South Wacker Drive, Suite 5100 | ||
Chicago, Illinois 60606 | ||
Attention: |
Raymond Bogenrief | |
Facsimile: |
(312) 881-5450 | |
E-mail: |
Raymond.Bogenrief@whitecase.com |
A-73 |
with a copy (which shall not constitute notice) to : | ||
Orrick, Herrington & Sutcliffe LLP | ||
631 Wilshire Blvd, Suite 2-C | ||
Santa Monica, California 90401 | ||
Attention: |
Josh Pollick Hari Raman Albert W. Vanderlaan | |
E-mail: |
jpollick@orrick.com hraman@orrick.com avanderlaan@orrick.com |
A-74 |
A-75 |
A-76 |
A-77 |
A-78 |
A-79 |
PARENT : |
||
VPC IMPACT ACQUISITION HOLDINGS III, INC. |
By: | /s/ Gordon Watson | |
Name: | Gordon Watson | |
Title: | Co-Chief Executive Officer |
FIRST MERGER SUB |
||
BEAR MERGER COMPANY I INC. |
By: | /s/ Gordon Watson | |
Name: | Gordon Watson | |
Title: | Co-Chief Executive Officer |
SECOND MERGER SUB |
||
BEAR MERGER COMPANY II LLC |
By: | /s/ Gordon Watson | |
Name: | Gordon Watson | |
Title: | Co-Chief Executive Officer |
COMPANY |
||
DAVE INC. |
By: | /s/ Jason Wilk | |
Name: | Jason Wilk | |
Title: | Chief Executive Officer |
Page |
||||||
A-112 |
||||||
1.1 |
A-112 | |||||
1.2 |
A-112 | |||||
1.3 |
A-112 | |||||
1.4 |
A-112 | |||||
1.5 |
A-113 | |||||
1.6 |
A-113 | |||||
1.7 |
A-113 | |||||
1.8 |
A-114 | |||||
1.9 |
A-114 | |||||
1.10 |
A-114 | |||||
1.11 |
A-115 | |||||
A-120 | ||||||
2.1 |
A-120 | |||||
2.2 |
A-121 | |||||
2.3 |
A-121 | |||||
2.4 |
A-121 | |||||
2.5 |
A-121 | |||||
2.6 |
A-121 | |||||
2.7 |
A-121 | |||||
2.8 |
A-122 | |||||
2.9 |
A-122 | |||||
2.10 |
A-122 | |||||
2.11 |
A-122 | |||||
A-122 | ||||||
3.1 |
A-122 | |||||
3.2 |
A-123 | |||||
A-123 | ||||||
4.1 |
A-123 | |||||
4.2 |
A-123 | |||||
4.3 |
A-124 | |||||
4.4 |
A-124 | |||||
4.5 |
A-124 | |||||
4.6 |
A-124 |
A-110 |
Page |
||||||
4.7 |
A-124 |
|||||
4.8 |
A-124 | |||||
4.9 |
A-125 | |||||
4.10 |
A-125 | |||||
4.11 |
A-125 | |||||
ARTICLE V STOCK | A-125 | |||||
5.1 |
A-125 | |||||
5.2 |
A-125 | |||||
5.3 |
A-125 | |||||
5.4 |
A-128 | |||||
ARTICLE VI INDEMNIFICATION | A-128 | |||||
6.1 |
A-128 | |||||
6.2 |
A-129 | |||||
6.3 |
A-129 | |||||
6.4 |
A-130 | |||||
6.5 |
A-130 | |||||
6.6 |
A-131 | |||||
6.7 |
A-131 | |||||
6.8 |
A-131 | |||||
ARTICLE VII NOTICES | A-131 | |||||
7.1 |
A-131 | |||||
7.2 |
A-132 | |||||
ARTICLE VIII INTERESTED DIRECTORS | A-132 | |||||
8.1 |
A-132 | |||||
8.2 |
A-132 | |||||
ARTICLE IX MISCELLANEOUS | A-133 | |||||
9.1 |
A-133 | |||||
9.2 |
A-133 | |||||
9.3 |
A-133 | |||||
9.4 |
A-133 | |||||
9.5 |
A-133 | |||||
9.6 |
A-133 | |||||
9.7 |
A-133 | |||||
A-134 |
A-111 |
A-113 |
A-114 |
A-115 |
A-116 |
A-117 |
A-118 |
A-119 |
A-120 |
A-121 |
A-122 |
A-123 |
A-124 |
A-125 |
A-126 |
A-127 |
A-128 |
A-129 |
A-130 |
A-131 |
A-132 |
A-133 |
A-134 |
Dated: [ ], 2021 |
[ ] |
Secretary |
|
[ ] |
[ ] |
1 |
To be equal to 10% of the aggregate number of shares of Combined Company Common Stock issued and outstanding immediately after the Closing on a fully-diluted and as-converted basis (after giving effect to the VPCC Share Redemptions, if any), less the aggregate number of shares subject to unvested Rollover Options as of the Closing. |
1 |
To be equal to 2% of the aggregate number of shares of Combined Company Common Stock issued and outstanding immediately after the Closing on a fully-diluted and as-converted basis (after giving effect to the VPCC Share Redemptions, if any). |
2 |
To be equal to 2% of the aggregate number of shares of Combined Company Common Stock issued and outstanding immediately after the Closing on a fully-diluted and as-converted basis (after giving effect to the VPCC Share Redemptions, if any). |
PARENT | ||
VPC IMPACT ACQUISITION HOLDINGS III, INC. | ||
By: | /s/ Gordon Watson | |
Name: | Gordon Watson | |
Title: | Co-Chief Executive Officer |
THE COMPANY | ||
DAVE INC. | ||
By: | /s/ Jason Wilk | |
Name: | Jason Wilk | |
Title: | Chief Executive Officer |
FOUNDER HOLDER | ||
VPC IMPACT ACQUISITION HOLDINGS SPONSOR III, LLC | ||
By: | Victory Park Management, LLC | |
Title: | Manager | |
By: | /s/ Scott R. Zemnick | |
Name: | Scott R. Zemnick | |
Title: | Authorized Signatory | |
NOTICE INFORMATION | ||
Address: | Victory Park Management, LLC | |
c/o VPC Impact Acquisition Holdings III, Inc. | ||
150 North Riverside Plaza, Suite 5200 | ||
Chicago, Illinois 60606 | ||
Attention: | Scott Zemnick | |
Email: | szemnick@vpcadvisors.com |
FOUNDER HOLDER | ||
By: | /s/ Janet Kloppenburg | |
Name: | Janet Kloppenburg | |
NOTICE INFORMATION | ||
Address: | | |
| ||
| ||
Email: | |
FOUNDER HOLDER | ||
By: | /s/ Peter Offenhauser | |
Name: | Peter Offenhauser | |
NOTICE INFORMATION | ||
Address: | | |
| ||
| ||
Email: | |
FOUNDER HOLDER | ||
By: | /s/ Kurt Summers | |
Name: | Kurt Summers | |
NOTICE INFORMATION | ||
Address: | | |
| ||
| ||
Email: | |
Solely with respect to Section 2 and Section 7 | ||
By: | /s/ Brendan Carroll | |
Name: | Brendan Carroll | |
By: | /s/ John Martin | |
Name: | John Martin | |
By: | /s/ Gordon Watson | |
Name: | Gordon Watson | |
By: | /s/ Carly Altieri | |
Name: | Carly Altieri |
if to Parent, to : |
||||
Victory Park Management, LLC | ||||
c/o VPC Impact Acquisition Holdings III, Inc. | ||||
150 North Riverside Plaza, Suite 5200 | ||||
Chicago, Illinois 60606 | ||||
Attention: | Scott Zemnick | |||
Facsimile: | (312) 701-0794 |
|||
E-mail: |
szemnick@vpcadvisors.com | |||
with a copy (which shall not constitute notice) to : | ||||
White & Case LLP | ||||
111 South Wacker Drive, Suite 5100 | ||||
Chicago, Illinois 60606 | ||||
Attention: | Raymond Bogenrief | |||
Facsimile: | (312) 881-5450 |
|||
E-mail: |
Raymond.Bogenrief@whitecase.com | |||
if to the Company Stockholder, to : |
||||
the address or addresses listed on the signature page hereto |
with a copy (which shall not constitute notice) to : | ||||
Orrick, Herrington & Sutcliffe LLP | ||||
631 Wilshire Blvd, Suite 2-C | ||||
Santa Monica, California 90401 | ||||
Attention: | Josh Pollick Hari Raman Albert W. Vanderlaan |
|||
E-mail: |
jpollick@orrick.com hraman@orrick.com avanderlaan@orrick.com |
PARENT | ||
VPC IMPACT ACQUISITION HOLDINGS III, INC. | ||
By: | | |
Name: | ||
Title: |
COMPANY STOCKHOLDER | ||
By: | | |
Name: | ||
[Title:] | ||
NOTICE INFORMATION : | ||
| ||
| ||
| ||
Email: | |
Company Stockholder |
Class, Number and Type of Company Interests | |
[●] | [●] Shares of Common Stock | |
[●] Shares of Series A Preferred Stock | ||
[●] Shares of Series B-1 Preferred Stock | ||
[●] Shares of Series B-2 Preferred Stock | ||
[●] Options, exercise price of $[●] | ||
[●] Warrants, exercise price of $[●] | ||
[●] Shares of Restricted Stock |
COMPANY | ||
VPC IMPACT ACQUISITION HOLDINGS III, INC. | ||
By: | | |
Name: | Gordon Watson | |
Title: | Co-Chief Executive Officer | |
Address for Notices: | ||
VPC Impact Acquisition Holdings III, Inc. | ||
150 North Riverside Plaza, Suite 5200 | ||
Chicago, IL 60606 | ||
Attention: | Gordon Watson | |
E-mail: |
gwatson@victoryparkcapital.com |
SUBSCRIBER: | ||
Print Name: |
| |
By: | | |
Name: | | |
Title: | | |
Address for Notices: | ||
| ||
| ||
| ||
Attention: | | |
E-mail: |
| |
Name in which shares are to be registered: | ||
|
Number of Subscribed Shares subscribed for: |
||||
|
|
|||
Price Per Subscribed Share: |
$ | 10.00 | ||
Aggregate Purchase Price: |
$ | |||
|
|
A. | QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable) |
☐ | Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act). |
B. | ACCREDITED INVESTOR STATUS (Please check the applicable boxes) |
☐ | Subscriber is an “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and has marked and initialed the appropriate box below indicating the provision under which it qualifies as an “accredited investor.” |
☐ | Subscriber is not a natural person. |
C. | INSTITUTIONAL ACCOUNT STATUS (Please check the box, if applicable) |
☐ | Subscriber is an “Institutional Account” (as defined in FINRA Rule 4512(c)). |
D. | AFFILIATE STATUS |
☐ | Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company (in each case as defined in Rule 501(a)); |
☐ | Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; |
☐ | Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000; |
☐ | Any corporation, Massachusetts or similar business trust, partnership or any organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; |
☐ | Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; |
☐ | Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence must not be included as an asset; (b) indebtedness secured by the person’s primary residence up to the estimated fair market value of the primary residence must not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess must be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the residence must be included as a liability; |
☐ | Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act; or |
☐ | Any entity in which all of the equity owners are accredited investors. |
Attention: | Jason Wilk |
John Ricci |
E-mail: |
Jason@dave.com |
johnricci@dave.com |
Attention: | Scott Zemnick |
Facsimile: | (312) 701-0794 |
E-mail: |
szemnick@vpcadvisors.com |
Attention: | Raymond Bogenrief |
Facsimile: | (312) 881-5450 |
E-mail: |
Raymond.Bogenrief@whitecase.com |
Attention: | Josh Pollick |
Hari Raman |
Albert W. Vanderlaan |
E-mail: |
jpollick@orrick.com |
hraman@orrick.com |
avanderlaan@orrick.com |
Attention: | Scott Zemnick |
Facsimile: | (312) 701-0794 |
E-mail: |
szemnick@vpcadvisors.com |
Attention: | Raymond Bogenrief |
Facsimile: | (312) 881-5450 |
E-mail: |
Raymond.Bogenrief@whitecase.com |
PARENT : | ||
DAVE INC. | ||
By: | | |
Name: | ||
Title: |
DAVE STOCKHOLDER : | ||
[●] | ||
By: | | |
Name: | ||
Title: | ||
NOTICE INFORMATION : | ||
| ||
| ||
| ||
Attention: | | |
Email: | |
DAVE STOCKHOLDER : | ||
By: | | |
Name: | ||
NOTICE INFORMATION : | ||
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Email: | |
SPONSOR : | ||
VPC IMPACT ACQUISITION HOLDINGS SPONSOR III, LLC | ||
By: | Victory Park Management, LLC | |
Title: | Manager | |
By: | | |
Name: | Scott R. Zemnick | |
Title: | Authorized Signatory |
VPC INDEPENDENT DIRECTORS : | ||
By: | | |
Name: | Peter Offenhauser | |
By: | | |
Name: | Kurt Summers | |
By: | | |
Name: | Janet Kloppenburg |
TRANSFEROR | ||
Print Name: |
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By: | | |
Name: | | |
Title: | |
TRANSFEREE : | ||
Print Name: |
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By: | | |
Name: | | |
Title: | | |
Address for Notices : | ||
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Attention: | | |
Facsimile: | | |
E-mail: |
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(1) | the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable), free and clear of any Lien of any kind or nature whatsoever, in book entry form to Parent or to a custodian designated by Parent prior to the Repurchase Closing; |
(2) | a validly executed IRS Form W-9; |
(3) | a completed copy of the Tax Certification Form attached hereto as Exhibit A ; and |
(4) | such documents or instruments required by Parent’s transfer agent. |
If to Parent, to : | ||
Victory Park Management, LLC | ||
c/o VPC Impact Acquisition Holdings III, Inc. | ||
150 North Riverside Plaza, Suite 5200 | ||
Chicago, Illinois 60606 | ||
Attention: Scott Zemnick | ||
Facsimile: (312) 701-0794 | ||
E-mail: szemnick@vpcadvisors.com |
with a copy (which shall not constitute notice) to : | ||
White & Case LLP | ||
111 South Wacker Drive, Suite 5100 | ||
Chicago, Illinois 60606 | ||
Attention: Raymond Bogenrief | ||
Facsimile: (312) 881-5450 | ||
E-mail: Raymond.Bogenrief@whitecase.com | ||
if to a Holder, to : such Holder’s address set forth on Schedule I hereto, as applicable. | ||
if to the Company, to : | ||
Dave Inc. | ||
1265 South Cochran Avenue | ||
Los Angeles, California 90019 | ||
Attention: Jason Wilk John Ricci | ||
E-mail: Jason@dave.com johnricci@dave.com | ||
with a copy (which shall not constitute notice) to : | ||
Orrick, Herrington & Sutcliffe LLP | ||
631 Wilshire Blvd, Suite 2-C | ||
Santa Monica, California 90401 | ||
Attention: Josh Pollick Hari Raman Albert W. Vanderlaan | ||
E-mail: jpollick@orrick.com hraman@orrick.com avanderlaan@orrick.com |
PARENT | ||
VPC IMPACT ACQUISITION HOLDINGS III, INC. | ||
By: | /s/ Gordon Watson | |
Name: | Gordon Watson | |
Title: | Co-Chief Executive Officer |
COMPANY : | ||
DAVE INC. | ||
By: | /s/ Jason Wilk | |
Name: | Jason Wilk | |
Title: | Chief Executive Officer |
HOLDER | ||
JASON WILK | ||
By: | /s/ Jason Wilk |
HOLDER : | ||
KYLE BEILMAN | ||
By: | /s/ Kyle Beilman |
Holder Name |
Address for Notice |
Pro Rata Share (%) | ||
Jason Wilk |
1265 South Cochran Avenue Los Angeles, California 90019 |
80% | ||
Kyle Beilman |
1265 South Cochran Avenue Los Angeles, California 90019 |
20% |
[HOLDER] | ||
By: | | |
[Name:] | ||
[Title:] |
(a) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. |
(b) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. |
(c) | (1) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For indemnification with respect to any act or omission occurring after December 31, 2020, references to “officer” for purposes of this paragraphs (c)(1) and (2) of this section shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply § 3114(b) of Title 10 to this sentence). |
(d) | Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, |
(1) | by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or |
(2) | by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or |
(3) | if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or |
(4) | by the stockholders. |
(e) | Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. |
(f) | The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred. |
(g) | A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. |
(i) | For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. |
(j) | For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section. |
(k) | The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
(l) | The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any by law, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees). |
* | Previously filed. |
† | Certain of the exhibits and schedules to this Exhibit List have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be |
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “ Calculation of Registration Fee |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however that |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | That, prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the Registrant undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(7) | That every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide |
(8) | To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request. |
(9) | To supply by means of a post-effective amendment all information concerning this transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective. |
(10) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
VPC IMPACT ACQUISITION HOLDINGS III, INC. | ||
By: |
/s/ Gordon Watson | |
Name: | Gordon Watson | |
Title: | Co-Chief Executive Officer |
Signature |
Title |
Date | ||
* Brendan Carroll |
Co-Chief Executive Officer and Director( Co-Principal Executive Officer |
November 2, 2021 | ||
/s/ Gordon Watson Gordon Watson |
Co-Chief Executive Officer( Co-Principal Executive Officer |
November 2, 2021 | ||
* Carly Altieri |
Chief Financial Officer ( Principal Financial and Accounting Officer |
November 2, 2021 | ||
* John Martin |
Chairman of the Board of Directors | November 2, 2021 | ||
* Janet Kloppenburg |
Director | November 2, 2021 | ||
* Peter Offenhauser |
Director | November 2, 2021 | ||
* Kurt Summers |
Director | November 2, 2021 |
* By: | /s/ Gordon Watson | |
Gordon Watson | ||
Attorney-in-Fact |