S-4 1 d193598ds4.htm S-4 S-4
Table of Contents

As filed with the United States Securities and Exchange Commission on October 6, 2021

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

VPC IMPACT ACQUISITION HOLDINGS III, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   6770   86-1481509
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

 

 

Victory Park Capital Advisors, LLC

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

(312) 701-1777

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Scott R. Zemnick

Victory Park Capital Advisors, LLC

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

Tel: (312) 701-1777

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

 

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

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Table of Contents
Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

CALCULATION OF REGISTRATION FEE

 

 

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(4)

Class A Common Stock, par value $0.0001 per share(1)(2)

 

300,959,003

  $9.93   $2,988,522,899.79   $277,036.07

Class V Common Stock, par value $0.0001 per share(1)

 

75,880,593

  $9.93   $753,494,288.49   $69,848.92

Total

          $3,742,017,188.28   $346,884.99

 

 

(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”), and shares of Class V common stock, par value $0.0001 per share (“Combined Company Class V Common Stock” and together with the Combined Company Class A Common Stock, the “Combined Company Common Stock”), of the registrant (“VPCC”) to be issued in connection with the Business Combination described herein, estimated solely for the purpose of calculating the registration fee. This number is based on the sum of (a) the product of (i) the sum of (A) 196,651,260 issued and outstanding shares of Dave Class A Common Stock, par value $0.00001 per share (the “Dave Class A Common Stock”), and (B) 55,773,099 issued and outstanding shares of Dave Class V Common Stock, par value $0.00001 per share (the “Dave Class V Common Stock” and together with the Dave Class A Common Stock, the “Dave Stock”) (following the consummation of the Recapitalization), and (ii) an estimated exchange ratio of 1.360523 shares of Combined Company Common Stock for each share of Dave Stock, and (b) the product of (i) 24,557,031, the aggregate number of shares of Dave Class A Common Stock reserved for issuance upon the settlement of options to purchase Dave Class A Common Stock outstanding as of August 31, 2021, and that may be issued after such date pursuant to the terms of the business combination agreement described herein and (ii) an estimated exchange ratio of 1.360523 shares of Combined Company Common Stock for each share of Dave Stock. Upon the effectiveness of the second amended and restated certificate of incorporation of VPCC, the par value of Combined Company Class A Common Stock and Combined Company Class V Common Stock will each be $0.0001 per share. The estimates set forth in this footnote (1) (including, without limitation, with respect to the share counts and exchange ratio) are as of August 31, 2021 and the estimated maximum number of shares of Combined Company Common Stock to be issued in connection with the Business Combination described herein is not expected to exceed the amount set forth above.

(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) 300,959,003 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) 75,880,593 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.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


Table of Contents

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED OCTOBER 6, 2021

VPC Impact Acquisition Holdings III, Inc.

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

PROXY STATEMENT FOR SPECIAL MEETING

OF

VPC IMPACT ACQUISITION HOLDINGS III, INC.

PROSPECTUS FOR

300,959,003 SHARES OF CLASS A COMMON STOCK

AND

75,880,593 SHARES OF CLASS V COMMON STOCK

OF

VPC IMPACT ACQUISITION HOLDINGS III, INC.

TO BE RENAMED “DAVE INC.” FOLLOWING THE BUSINESS COMBINATION DESCRIBED HEREIN)

Dear VPC Impact Acquisition Holdings III, Inc. Stockholders:

On June 7, 2021, VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (“VPCC”), entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among VPCC, Dave Inc., a Delaware corporation (“Dave”), Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned subsidiary of VPCC (“First Merger Sub”), and Bear Merger Company II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of VPCC (“Second Merger Sub” and together with the First Merger Sub, the “Merger Subs”). If (i) the Merger Agreement and the transactions contemplated thereby are adopted by Dave Stockholders (as defined below), (ii) the Merger Agreement and the transactions contemplated thereby, including the issuance of Combined Company Class A Common Stock (as defined below) and Combined Company Class V Common Stock (as defined below) to be issued as the merger consideration, are approved by the VPCC Stockholders (as defined below), and (iii) the Merger Agreement and the transactions contemplated thereby are subsequently completed, First Merger Sub will merge with and into Dave (the “First Merger”), with Dave surviving the First Merger as a wholly owned subsidiary of VPCC (such company, in its capacity as the surviving corporation of the First Merger, the “Surviving Corporation”), immediately followed by the Surviving Corporation merging with and into Second Merger Sub (the “Second Merger,” the Second Merger together with the First Merger, the “Mergers” and the Mergers together with the other transactions contemplated by the Merger Agreement, the “Business Combination” or the “Transactions”), with Second Merger Sub (such entity, following the Second Merger, the “Surviving Entity”) surviving the Second Merger as a wholly owned subsidiary of VPCC (VPCC following such Mergers, hereinafter referred to as the “Combined Company”). Following the Mergers, the Combined Company will operate under the name “Dave Inc.” and the Surviving Entity will operate under the name “Dave Operating LLC”.

The Merger Agreement, provides, among other things, that prior to the closing of the Mergers (the “Closing”), Dave will take all necessary action to cause the following transactions (collectively referred to in this proxy statement/prospectus as the “Recapitalization”):

 

   

each share of Dave preferred stock that is issued and outstanding immediately prior to the effective time of the First Merger (the “Effective Time”) to automatically convert into a number of shares of Dave common stock, par value $0.00001 per share (the “Dave Common Stock”), at their respective conversion ratio;

 

   

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”), with respect to which each holder thereof has one vote per share on each matter that is subject to the vote of the stockholders of Dave (the “Dave Stockholders”), and (y) Class V common stock, par value $0.00001 per share (the “Dave Class V Common Stock” and together with the Dave Class A Common Stock (including any vested shares of restricted Dave Common Stock), the “Dave Stock”), with respect to which each holder thereof has 10 votes per share on each matter that is subject to the vote of the Dave Stockholders;


Table of Contents
   

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”), as of immediately prior to the consummation of the Recapitalization to be exchanged or converted into one share of Dave Class V Common Stock.

The Dave Stockholders (including holders of restricted shares of Dave Common Stock (“Dave Restricted Stock”)) and holders of vested Dave Options (as defined below) will receive an aggregate merger consideration pursuant to the Merger Agreement with an implied value of $3,500,000,000 (the “Equity Value”), consisting of a number of shares of Combined Company Common Stock, with each deemed to have a value of $10.00 per share, equal to the Equity Value divided by $10.00 (such aggregate merger consideration, the “Aggregate Stock Consideration”).

Pursuant to the Merger Agreement, at the Effective Time (and following the consummation of the Recapitalization), (a) each share of Dave Class A Common Stock held by the Dave Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly issued Class A common stock of the Combined Company, par value $0.0001 (“Combined Company Class A Common Stock”), equal to an exchange ratio (the “Per Share Dave Stock Consideration”) determined by dividing the Aggregate Stock Consideration by the sum of (without duplication): (i) the aggregate number of shares of Dave Stock outstanding as of immediately prior to the Effective Time and following the consummation of the Recapitalization (including all shares of Dave Restricted Stock, whether vested or unvested); (ii) the aggregate number of shares of Dave Stock that are issuable upon the exercise or settlement of all Dave Options and Dave Non-Plan Options (in each case, as defined below) that are unexpired, issued, outstanding and vested as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Options and Dave Non-Plan Options are exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Options or Dave Non-Plan Options equals (x) the Per Share Dave Stock Consideration multiplied by (y) ten dollars ($10.00)); and (iii) the aggregate number of shares of Dave Stock that are issuable upon the exercise or settlement of all Dave Warrants that are unexpired, issued and outstanding as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Warrants are vested and exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Warrants equals the (x) Per Share Dave Stock Consideration multiplied by (y) ten dollars ($10.00)) (the “Dave Stock Adjusted Fully Diluted Shares”) and (b) each share of Dave Class V Common Stock held by the Dave Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly authorized and issued Class V common stock of the Combined Company, par value $0.0001 (“Combined Company Class V Common Stock” and together with the Combined Company Class A Common Stock, “Combined Company Common Stock”), equal to the Per Share Dave Stock Consideration.

Each option to purchase shares of capital stock of Dave (“Dave Option”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) (other than certain options to purchase shares of capital stock of Dave granted outside of the terms and conditions of Dave’s stock plans (“Dave Non-Plan Options”)) will be automatically assumed by the Combined Company and converted into an option to acquire an adjusted number of shares of Combined Company Class A Common Stock (pursuant to a ratio based on the Per Share Dave Stock Consideration) (each such resulting option, a “Rollover Option”) at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Dave Option, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Options. The shares of Dave Common Stock issuable upon the exercise of Dave Options that are outstanding, unexercised and unvested immediately prior to the Effective Time (such options, the “Unvested Dave Options”) are not included in the calculation of the “Dave Stock Adjusted Fully Diluted Shares” for purposes of the calculation of the Per Share Dave Stock Consideration, and the shares of Combined Company Class A Common Stock issuable upon the exercise of Rollover Options representing at the Effective Time Unvested Dave Options (such shares, “Unvested Rollover Option Shares”) are not


Table of Contents

considered a part of the Aggregate Stock Consideration. The Unvested Rollover Option Shares will reduce the shares of Combined Company Class A Common Stock initially available for issuance under the new equity incentive plan that the Combined Company will adopt as of the Closing.

Each Dave Non-Plan Option that is outstanding and unexercised immediately prior to the Effective Time will be automatically cancelled for no consideration.

Each award of Dave Restricted Stock that is outstanding and unvested immediately prior to the Effective Time will be automatically assumed by VPCC and converted into an award of restricted stock with respect to an adjusted number of shares of Combined Company Class A Common Stock (pursuant to a ratio based on the Per Share Dave Stock Consideration) (the “Rollover Restricted Stock”) and will continue to be governed by substantially the same terms and conditions (including vesting terms) as were applicable to the corresponding former Dave Restricted Stock, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Restricted Stock.

Each warrant to purchase shares of capital stock of Dave (“Dave Warrants”) that is outstanding and unexercised immediately prior to the Effective Time will be automatically terminated in accordance with the terms of the applicable Dave Warrant and be of no further force or effect as of the Effective Time.

Pursuant to the terms of the Founder Holder Agreement, the Initial Stockholders have agreed to (a) surrender to VPCC, on a pro rata basis, immediately prior to the consummation of the Mergers and for no consideration, up to 951,622 shares of VPCC Class A common stock, par value $0.0001 per share (the “VPCC Class A Common Stock”) (after giving effect to the conversion in connection with the Closing of all then-outstanding shares of VPCC Class B common stock, par value $0.0001 per share (the “VPCC Class B Common Stock”)) comprising the Founder Holder Contingent Closing Shares (as defined in the accompanying proxy statement/prospectus), in the event that the number of shares of VPCC Class A Common Stock equal to (x) the shares of VPCC Class A Common Stock held by the VPCC Stockholders (other than the Founder Holders) that are redeemed in connection with the VPCC Share Redemptions minus (y) the shares of VPCC Class A Common Stock purchased by Sponsor or one or more of its affiliates or certain related parties prior to the Closing in connection with a VPCC Share Redemptions Alternative Financing (as defined in the accompanying proxy statement/prospectus), represents greater than 20% of the shares of VPCC Class A Common Stock held by the VPCC Stockholders as of the date of the Merger Agreement; and (b) forfeit on a pro rata basis, up to 1,586,037 shares of VPCC Class A Common Stock comprising the Founder Holder Earnout Shares in accordance with the terms of the Merger Agreement, such that 100% of the Founder Holder Earnout Shares will be forfeited in the event that the Combined Company Class A Common Stock does not achieve certain trading price as later disclosed in this proxy statement/prospectus.

In addition, pursuant to Subscription Agreements that VPCC entered into with certain investors (the “PIPE Investors”) substantially concurrently with the execution of the Merger Agreement, immediately prior to the consummation of the Mergers, such PIPE Investors will purchase an aggregate of 21,000,000 shares of Combined Company Class A Common Stock for $10.00 per share. On August 17, 2021, one of the investors agreed to pre-fund its $15,000,000 obligation under the Subscription Agreement for a promissory note convertible into 1,500,000 shares of Combined Company Class A Common Stock at Closing (as such term is defined in the accompanying proxy statement/prospectus).

It is anticipated that following the Closing: (a) the Public Stockholders (as defined in the accompanying proxy statement/prospectus) are expected to own approximately 6.5% of the outstanding shares of Combined Company Common Stock and hold approximately 2.5% of the voting power; (b) Dave Stockholders are expected to own approximately 86.5% of the outstanding shares of Combined Company Common Stock and hold approximately 94.9% of the voting power, of which Mr. Wilk is expected to own approximately 18.2% of the outstanding shares of Combined Company Common Stock and hold approximately 69.0% of the voting power; (c) the Initial Stockholders (as defined in the accompanying proxy statement/prospectus) are expected to collectively own approximately 1.6% of the outstanding shares of Combined Company Common Stock and hold approximately 0.6% of the voting power and (d) the PIPE Investors are expected to own approximately 5.4% of the outstanding


Table of Contents

shares of Combined Company Common Stock and hold approximately 2.0% of the voting power. These percentages assume (i) that no Public Stockholders exercise their redemption rights in connection with the proposed Business Combination, (ii) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors and (iii) none of the outstanding warrants to purchase Combined Company Class A Common Stock are exercised. If there are redemptions by the Public Stockholders up to the maximum level that would permit completion of the Business Combination, (a) the Public Stockholders will own none of the outstanding shares of Combined Company Common Stock and hold none of the voting power; (b) Dave Stockholders will own approximately 92.9% of the outstanding shares of Combined Company Common Stock and hold approximately 97.5% of the voting power, of which Mr. Wilk is expected to own approximately 20.5% of the outstanding shares of Combined Company Common Stock and hold approximately 72.1% of the voting power; (c) the Initial Stockholders will own approximately 1.5% of the outstanding shares of Combined Company Common Stock and hold approximately 0.5% of the voting power; and (d) the PIPE Investors will own approximately 5.7% of the outstanding shares of Combined Company Common Stock and hold approximately 2.0% of the voting power. These percentages assume (i) that 25,376,598 Public Stockholders exercise their redemption rights in connection with the proposed Business Combination and (ii) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors. Immediately following the Closing, Mr. Wilk and his permitted transferees will control the Combined Company and the Combined Company will be a controlled company within the meaning of the corporate governance standards of The Nasdaq Stock Market LLC (“Nasdaq”). For a description of the exemptions from Nasdaq’s corporate governance standards that are available to controlled companies, please see the section titled “Combined Company Management After the Business CombinationControlled Company Exemption.”

VPCC’s units, VPCC Class A Common Stock and public warrants are publicly traded on the NYSE under the ticker symbols “VPCC.U,” “VPCC” and “VPCC WS,” respectively. We intend to apply to list the Combined Company Common Stock, including shares of the Combined Company Common Stock issued in connection with the Mergers, and the public warrants on Nasdaq under the symbols “DAVE” and “DAVEW” upon the Closing. VPCC will not have units traded following the Closing. Following the Closing, VPCC intends to change its name to Dave Inc.

VPCC will hold a special meeting of the VPCC Stockholders (the “Special Meeting”) to consider matters relating to the proposed Mergers. VPCC and Dave cannot complete the Mergers unless (i) the VPCC Stockholders approve the Merger Agreement and the transactions contemplated thereby, including the issuance of Combined Company Class A Common Stock and Combined Company Class V Common Stock to be issued as the merger consideration, and (ii) the Dave Stockholders consent to the adoption and approval of the Merger Agreement and the transactions contemplated thereby. VPCC is sending you the accompanying proxy statement/prospectus to ask you to vote in favor of these and the other matters described in the accompanying proxy statement/prospectus.

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.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF VPCC COMMON STOCK YOU OWN. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. 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.

After careful consideration, the board of directors of VPCC has approved the Merger Agreement, the Mergers and the Business Combination and recommends that stockholders vote “FOR” adoption of the Merger Agreement and approval of the Business Combination, and “FOR” all other proposals presented to the VPCC Stockholders in the accompanying proxy statement/prospectus.


Table of Contents

The accompanying proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about VPCC and Dave and certain related matters. You are encouraged to read the accompanying proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 44 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact VPCC’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (toll free) or banks and brokers can call collect at (203) 658-9400 or by email to [●].

Sincerely,

 

Gordon Watson

Co-Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGERS, THE BUSINESS COMBINATION, THE ISSUANCE OF SHARES OF COMBINED COMPANY CLASS A COMMON STOCK OR COMBINED COMPANY CLASS V COMMON STOCK IN CONNECTION WITH THE MERGERS OR THE OTHER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/ PROSPECTUS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/ PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [●], 2021, and is first being mailed to stockholders of VPCC on or about [●], 2021.


Table of Contents

VPC IMPACT ACQUISITION HOLDINGS III, INC.

150 North Riverside Plaza, Suite 5200

Chicago, Illinois 60606

NOTICE OF SPECIAL MEETING TO BE HELD ON [], 2021

To the Stockholders of VPC Impact Acquisition Holdings III, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (“VPCC,” the “Company,” “we,” “us” or “our”), will be held on [●], 2021 at [●] Eastern Time (the “Special Meeting”). Online check-in will begin at [●] Eastern Time and you should allow ample time for the check-in procedures. In light of the on-going developments related to the COVID-19 pandemic and to protect the health of the 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 inserting the control number included in your proxy card. You will be able to vote your shares electronically over the Internet and submit questions online during the meeting by logging in to the website listed above and using the control number. The Special Meeting is being held to conduct the following items of business:

Proposal No. 1—The Business Combination Proposal—To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of June 7, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among VPCC, Dave Inc., a Delaware corporation (“Dave”), Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned subsidiary of VPCC (“First Merger Sub”), and Bear Merger Company II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of VPCC (“Second Merger Sub” and together with the First Merger Sub, the “Merger Subs”), pursuant to which First Merger Sub will merge with and into Dave (the “First Merger”), with Dave being the surviving corporation of the First Merger (the “Surviving Corporation”), and immediately following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger,” together with the First Merger, the “Mergers” and the Mergers together with the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Second Merger Sub being the surviving company of the Second Merger as a wholly owned subsidiary of VPCC (VPCC following such Mergers, hereinafter referred to as the “Combined

Company”). Following the Mergers, the Combined Company will operate under the name “Dave Inc.” and the

Surviving Entity will operate under the name “Dave Operating LLC”. A copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus (the “Business Combination Proposal”);

Proposal No. 2—The Charter Amendment Proposal—To consider and act upon a proposal to adopt the proposed Second Amended and Restated Certificate of Incorporation of the Company (the “Proposed Charter”) attached as Annex B to the proxy statement/prospectus (the “Charter Amendment Proposal”);

The Governance Proposals—To consider and act upon, on a non-binding advisory basis, eight separate governance proposals relating to the following material differences between VPCC’s Amended and Restated Certificate of Incorporation (the “Existing Charter”) and the Proposed Charter to be in effect upon the completion of the Business Combination in accordance with the United States Securities and Exchange Commission requirements:

Proposal No. 3A—To consider and vote upon an amendment to VPCC’s Existing Charter to increase the total number of authorized shares of all classes of capital stock from 221,000,000 shares to, following the automatic conversion of all VPCC Class B common stock, par value $0.0001 (the “VPCC Class B Common Stock”) into VPCC Class A common stock, par value $0.0001 (the “VPCC Class A Common Stock”) immediately prior to the Closing of the Business Combination, 610,000,000 shares, which would consist of (a) 500,000,000 shares of Class A common stock of the Combined Company, par value $0.0001 (the “Combined Company Class A Common Stock”), (b) 100,000,000 shares of Class V common stock of the Combined Company, par value $0.0001 (the “Combined Company Class V Common Stock”) and (c) 10,000,000 shares of preferred stock of the Combined Company, par value $0.0001.

Proposal No. 3B—To consider and vote upon an amendment to VPCC’s Existing Charter to authorize a dual class common stock structure pursuant to which holders of Combined Company Class A Common Stock will be


Table of Contents

entitled to one vote per share and holders of Combined Company Class V Common Stock will be entitled to ten votes per share on each matter properly submitted to the Combined Company’s stockholders entitled to vote.

Proposal No. 3C—To consider and vote upon an amendment to VPCC’s Existing Charter to require, 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), the affirmative vote of a majority of the holders of all of the then-outstanding shares of capital stock of the Combined Company entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law, and no vote of the holders of the Combined Company Class A Common Stock voting separately as a class shall be required therefor.

Proposal No. 3D—To consider and vote upon an amendment to VPCC’s Existing Charter to provide, subject to the special rights of the holders of any series of preferred stock of the Combined Company, that 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;

Proposal No. 3E—To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of either a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships (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 of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, for the adoption, amendment, or repeal of 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 the Proposed Charter of the Combined Company); provided, however, that if two-thirds (2/3) of the Whole Board has approved such adoption, amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of all 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, shall be required to adopt, amend or repeal any provision of the Bylaws;

Proposal No. 3F—To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of a majority of the board of directors and the holders of two-thirds (2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company for the adoption, amendment, or repeal of certain provisions of the Proposed Charter; provided that if two-thirds (2/3) of the Whole Board has approved such amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Combined Company will be required for the amendment or repeal of such provision;

Proposal No. 3G—To consider and vote upon an amendment to VPCC’s Existing Charter to clarify that the exclusive jurisdiction of the Chancery Court of the State of Delaware 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. To the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of claims arising under the Securities Act; and

Proposal No. 3H—To consider and vote upon an amendment to VPCC’s Existing Charter to authorize all other proposed 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 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.

We refer to Proposals No. 3A through 3H collectively as the “Governance Proposals.”

Proposal No. 4—The Director Election Proposal—a proposal to elect, assuming the Business Combination Proposal, the Charter Amendment Proposal and the Share Issuance Proposal (as defined below) are all approved and adopted, [●] directors to the Combined Company’s board of directors (the “Director Election Proposal”).


Table of Contents

Proposal No. 5—The 2021 Equity Incentive Plan Proposal—To approve and adopt the 2021 Equity Incentive Plan (the “2021 Plan”) and material terms thereunder (the “2021 Equity Incentive Plan Proposal”). A copy of the 2021 Plan is attached to the proxy statement/prospectus as Annex C.

Proposal No. 6—The Employee Stock Purchase Plan Proposal—To approve and adopt the 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and material terms thereunder (the “Employee Stock Purchase Plan Proposal”). A copy of the Employee Stock Purchase Plan is attached to this proxy statement/prospectus as Annex D.

Proposal No. 7—The Share Issuance Proposal—a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for purposes of complying with applicable NYSE Listing Rules, the issuance of more than 20% of VPCC’s issued and outstanding common stock in connection with the Business Combination, the PIPE Investment (as defined herein) and any additional subscription agreements VPCC may enter into prior to Closing, and the related change in control (collectively, the “Share Issuance Proposal”).

Proposal No. 8—The Repurchase Proposal—a proposal to approve the Repurchase Agreement, dated as of June 7, 2021, by and among VPCC, Jason Wilk, Kyle Beilman and Dave wherein VPCC agreed to repurchase Combined Company Common Shares from Jason Wilk and Kyle Beilman at $10.00 per share, effective as of the Business Day following the effective time of the Second Merger (the “Repurchase Agreement”) and the transactions contemplated by the Repurchase Agreement (the “Repurchase Proposal”).

Proposal No. 9—The Adjournment Proposal—to consider and vote upon a proposal to approve the a proposal to consider and vote upon the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any 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 (together the “Condition Precedent Proposals”) would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal, the “Proposals”).

The above matters are more fully described in the accompanying proxy statement/prospectus. We urge you to read carefully the accompanying proxy statement/prospectus in its entirety, including the Annexes and the accompanying financial statements of VPCC and Dave.

The record date for the Special Meeting is [●], 2021. Only VPCC Stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of the VPCC Stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at VPCC’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting. The eligible stockholder list will also be available at the Special Meeting for examination by any stockholder of record present at such meeting.

We are providing the accompanying proxy statement/prospectus and accompanying proxy card to the VPCC Stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by the VPCC Stockholders at the Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, we urge all of the VPCC Stockholders to read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of VPCC and Dave, carefully and in their entirety.


Table of Contents

After careful consideration, the VPCC Board has approved the Business Combination and recommends that the VPCC Stockholders vote “FOR” adoption of the Merger Agreement and approval of the Business Combination, including the transactions contemplated by the Merger Agreement and the Mergers, and “FOR” all other proposals presented to the VPCC Stockholders in the accompanying proxy statement/prospectus. When you consider the VPCC Board’s recommendation of these proposals, you should keep in mind that VPCC’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the sections titled The Business Combination and the Merger AgreementInterests of Certain VPCC Persons in the Business Combination” and “VPCC Special Meeting of StockholdersRecommendation to VPCC Stockholders” for additional information.

In connection with VPCC’s initial public offering (the “IPO”), VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company (our “Sponsor”) and the other holders of VPCC Class B Common Stock prior to the IPO (the “Initial Stockholders”), agreed to vote all shares of VPCC Class B Common Stock and any shares of VPCC Class A Common Stock purchased during or after the IPO in favor of the Business Combination. Currently, the Initial Stockholders own approximately 20.0% of VPCC’s issued and outstanding common stock, including all of the outstanding shares of VPCC Class B Common Stock.

Pursuant to VPCC’s Existing Charter, a holder of VPCC’s Public Shares (as defined below) may request that VPCC redeem all or a portion of such stockholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed if, prior to 5:00 p.m. Eastern Time on [●], 2021 (two business days before the scheduled date of the Special Meeting), you (i) tender your Public Shares physically or electronically and (ii) submit a request in writing that VPCC 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 VPCC’s transfer agent.

Holders of units issued in the IPO (“Units”) must elect to separate the underlying shares (“Public Shares”) and warrants (“Public Warrants”) prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the transfer agent directly and instruct it to separate the Units. 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. Public Stockholders may elect to redeem their Public Shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Stockholder (as defined below) properly exercises its right to redeem its Public Shares and timely delivers its shares to the transfer agent, VPCC will redeem each Public Share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”), calculated as of two business days prior to the Closing, including interest not previously released to VPCC to pay its income taxes, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September 30, 2021 of approximately $253,782,145.56, this would have amounted to approximately $10.00 per Public Share. If a Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. See the section titled VPCC Special Meeting of Stockholders—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined under Section 13(d) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without VPCC’s prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash unless such stockholder first obtains VPCC’s prior consent.


Table of Contents

The Merger Agreement provides that the obligation of Dave to consummate the Business Combination is conditioned on the amount in the Trust Account, following payment to all holders of VPCC Class A Common Stock in connection with VPCC Share Redemptions (as defined below), plus the amount of funds available to VPCC outside of the Trust Account at the Closing, plus the proceeds of the PIPE Investment and the amount of any alternative financing with respect to the PIPE Investment, on terms and conditions no less favorable in the aggregate than the PIPE Investment (the “VPCC Available Cash”), equaling or exceeding $210,000,000. This minimum cash condition to Closing in the Merger Agreement is for the sole benefit of Dave and may be waived by it. If this condition becomes incapable of being satisfied at the Closing and continues to be incapable of being satisfied at the Closing for a period of 30 business days (after giving effect to any alternative financing that may be arranged with respect to the PIPE Investment), Dave may elect not to consummate the Business Combination and may terminate the Merger Agreement.

In no event will VPCC redeem Public Shares in an amount that would result in its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being less than $5,000,001. Holders of Public Warrants do not have redemption rights in connection with the Business Combination.

VPCC’s Initial Stockholders have agreed to waive their redemption rights with respect to shares of VPCC Class B Common Stock and with respect to any Public Shares they may have held in connection with the Closing and to convert such shares of VPCC Class B Common Stock into shares of VPCC Class A Common Stock in connection with the Closing. The shares of Class B common stock will be excluded from the pro rata calculation used to determine the per-share redemption price at the time of the redemptions.

The approval of each of the Business Combination Proposal, the Governance Proposals (on an advisory basis), the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal, the Repurchase Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding VPCC shares of common stock represented in person or by proxy at the Special Meeting and entitled to vote thereon. The approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of VPCC’s shares of common stock entitled to vote thereon. Directors are elected by a plurality of all of the votes cast by holders of VPCC’s outstanding shares of common stock represented in person or by proxy at the Special Meeting and entitled to vote thereon.

Your vote is very important. Whether or not you plan to attend the Special Meeting via live audio webcast, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. 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. The Business Combination and the other transactions contemplated by the Merger Agreement will be consummated only if 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 approved 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 other Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting electronically, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote electronically at the Special Meeting, you may withdraw your proxy and vote electronically at the Special Meeting.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the Merger Agreement, proposed Business Combination and related


Table of Contents

transactions and each of the proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your common stock, please contact VPCC’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (toll free) or banks and brokers can call collect at (203) 658-9400, or by email to [●].

Thank you for your participation. We look forward to your continued support.

 

By Order of the VPCC Board,

    

Gordon Watson

Co-Chief Executive Officer


Table of Contents

TABLE OF CONTENTS

 

About this Proxy Statement/Prospectus

     ii  

Frequently Used Terms

     iii  

Cautionary Note Regarding Forward-Looking Statements

     ix  

Questions and Answers about the Business Combination

     1  

Summary of the Proxy Statement/Prospectus

     17  

Summary Historical Financial Data of Dave

     41  

Summary Historical Financial Data of VPCC

     43  

Risk Factors

     44  

Unaudited Pro Forma Condensed Combined Financial Information

     89  

Comparative Share Information

     106  

VPCC Special Meeting of Stockholders

     108  

The Business Combination and the Merger Agreement

     113  

Material United States Federal Income Tax Considerations

     159  

VPCC Proposals

     166  

Information About Dave

     203  

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Dave

     218  

Certain Dave Relationships and Related Person Transactions

     239  

Information About VPCC

     241  

Management’s Discussion and Analysis of Financial Condition and Results of Operations of VPCC

     246  

Certain VPCC Relationships and Related Person Transactions

     250  

Management after the Business Combination

     252  

Executive Compensation

     259  

Description of Securities

     266  

Security Ownership of Certain Beneficial Owners and Management

     281  

Market Information and Dividend Policy

     284  

Additional Information

     285  

Where you can find more Information

     287  

Index to Consolidated Financial Statements

     F-1  

ANNEXES

  

ANNEX A—AGREEMENT AND PLAN OF MERGER

     A-1  

ANNEXB—FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VPC IMPACT ACQUISITION HOLDINGS III, INC.

     B-1  

ANNEX C—2021 EQUITY INCENTIVE PLAN

     C-1  

ANNEX D—2021 EMPLOYEE STOCK PURCHASE PLAN

     D-1  

ANNEX E—FOUNDER HOLDER AGREEMENT

     E-1  

ANNEX F—FORM OF SUPPORT AGREEMENT

     F-1  

ANNEX G—FORM OF SUBSCRIPTION AGREEMENT

     G-1  

ANNEX H—FORM OF INVESTOR RIGHTS AGREEMENT

     H-1  

ANNEX I—REPURCHASE AGREEMENT

     I-1  

 

i


Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by VPC Impact Acquisition Holdings III, Inc. (“VPCC”) (File No. 333-[●]), constitutes a prospectus of VPCC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of (i) Class A common stock, par value $0.0001 per share and (ii) Class V common stock, par value $0.0001 per share, of VPCC to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting of VPCC Stockholders (the “Special Meeting”) at which VPCC Stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by VPCC or Dave. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of VPCC or Dave since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

 

ii


Table of Contents

FREQUENTLY USED TERMS

In this proxy statement/prospectus, references to:

Aggregate Stock Consideration” are to the aggregate consideration given to the Dave Stockholders (including holders of Dave Restricted Stock) and holders of vested Dave Options in connection with the Mergers, which will be paid in shares of newly issued Combined Company Class A Common Stock (or securities exercisable for Combined Company Class A Common Stock) and newly issued Combined Company Class V Common Stock having an aggregate implied value of $3,500,000,000 consisting of a number of shares of Combined Company Common Stock, with each deemed to have a value of $10.00 per share, equal to the Equity Value divided by $10.00.

Business Combination” are to the Merger Agreement and the transactions contemplated by the Merger Agreement, which include the Mergers and the other transactions contemplated thereby;

Closing” are to the consummation of the Business Combination;

Closing Date” are to the date the Closing takes place;

Code” are to the U.S. Internal Revenue Code of 1986, as amended;

Combined Company” are to VPCC following the Closing;

Combined Company Amended and Restated Bylaws” are to the amended and restated bylaws of the Combined Company that will be in effect as of the Closing;

Combined Company Class A Common Stock” are to Combined Company’s Class A common stock, par value $0.0001 per share;

Combined Company Class V Common Stock” are to Combined Company’s Class V common stock, par value $0.0001 per share;

Combined Company Common Stock” are to Combined Company Class A Common Stock and Combined Company Class V Common Stock, as applicable;

Combined Company Governing Documents” are to the Proposed Charter and the Combined Company Amended and Restated Bylaws;

Current Independent Directors” are to Janet Kloppenburg, Peter Offenhauser and Kurt Summers;

Dave” are to Dave Inc., a Delaware corporation;

Dave Capital Stock” are to (a) immediately prior to the Recapitalization, Dave Common Stock, Dave Preferred Stock and any vested Dave Restricted Stock and (b) immediately after the Recapitalization, Dave Common Stock and vested Dave Restricted Stock;

Dave Common Stock” are to (a) immediately prior to the Recapitalization, Dave’s common stock, par value $0.000001 per share, and (b) immediately after the Recapitalization, Dave Class A Common Stock and Dave Class V Common Stock;

Dave Disclosure Letter” are to the letter dated as of June 7, 2021 and delivered by Dave to VPCC pursuant to the Merger Agreement;

 

iii


Table of Contents

Dave Interest Holder” are to Dave Stockholders, holders of Dave Options, holders of Dave Non-Plan Options and holders of Dave Warrants as of immediately prior to the Closing;

Dave Non-Plan Options” are to compensatory options to purchase Dave Capital Stock granted outside of the terms and conditions of the Dave Stock Plans;

Dave Options” are to options to purchase Dave Capital Stock pursuant to the Dave Stock Plans;

Dave Preferred Stock” are to Dave’s Series A preferred stock, par value $0.000001 per share, Series B-1 preferred stock, par value $0.000001 per share, and Series B-2 preferred stock, par value $0.000001 per share, prior to the consummation of the Recapitalization;

Dave Restricted Stock” are to restricted shares of Dave Common Stock granted pursuant to the Dave Stock Plans or otherwise, which includes any shares of Dave Common Stock issued pursuant to early-exercised Dave Options and any shares of Dave Common Stock for which restrictions were subsequently imposed following their issuance that in each case, are subject to vesting based on the passage of time and/or the achievement of performance goals;

Dave Stock Adjusted Fully Diluted Shares” are to the sum of (i) the aggregate number of shares of Dave Capital Stock outstanding as of immediately prior to the Effective Time and following the consummation of the Recapitalization (including all shares of Dave Restricted Stock, whether vested or unvested); (ii) the aggregate number of shares of Dave Capital Stock that are issuable upon the exercise or settlement of all Dave Options and Dave Non-Plan Options that are unexpired, issued, outstanding and vested as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Options and Dave Non-Plan Options are exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Options or Dave Non-Plan Options equals (x) the Per Share Dave Stock Consideration multiplied by (y) ten dollars ($10.00)); and (iii) the aggregate number of shares of Dave Capital Stock that are issuable upon the exercise or settlement of all Dave Warrants that are unexpired, issued, outstanding and vested as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Warrants are vested and exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Warrants equals the (x) Per Share Dave Stock Consideration multiplied by (y) ten dollars ($10.00));

Dave Stockholders” are the holders of Dave Capital Stock as of immediately prior to the Closing;

Dave Stock Plans” are to the 2017 Stock Plan of Dave, as amended, that was adopted in October 2017.

Dave Warrants” are to warrants that are convertible or exercisable into Dave Capital Stock;

DGCL” are to the Delaware General Corporation Law;

Effective Time” are to the time at which the First Merger becomes effective pursuant to the Merger Agreement;

Exchange Act” are to the Securities Exchange Act of 1934, as amended;

Existing Charter” are to VPCC’s Amended and Restated Certificate of Incorporation;

Existing Bylaws” are to VPCC’s Bylaws;

First Merger Sub” are to Bear Merger Company I Inc., a Delaware corporation and direct, wholly owned subsidiary of VPCC;

 

iv


Table of Contents

Founder Holders” are to the Sponsor and the Current Independent Directors, in each case solely in their capacity as holders of VPCC Class B Common Stock as of immediately prior to the Closing and the Founder Holder Class B Conversion;

Founder Holder Agreement” are to that certain Founder Holder Agreement, dated as of June 7, 2021, by and among VPCC, the Founder Holders, the other directors and officers of VPCC and Dave, a copy of which is attached hereto as Annex E;

Founder Holder Class B Conversion” are to the conversion in connection with the Closing of all then-outstanding shares of VPCC Class B Common Stock on a one-for-one basis into shares of VPCC Class A Common Stock in accordance with the terms and conditions of the Founder Holder Agreement and VPCC’s Existing Charter;

Founder Holder Contingent Closing Shares” are to up to 951,622 shares of VPCC Class A Common Stock (after giving effect to the Founder Holder Class B Conversion) that may be surrendered to VPCC immediately prior to the Closing and for no consideration in accordance with the terms of the Founder Holder Agreement;

Founder Holder Earnout Shares” are to the 1,586,037 shares of VPCC Class A Common Stock (after giving effect to the Founder Holder Class B Conversion) owned by the Founder Holders that will become subject to potential forfeiture in accordance with the terms of the Merger Agreement and the Founder Holder Agreement;

Founder Shares” are to the 6,344,150 shares of VPCC Class B Common Stock initially purchased by the Sponsor in a private placement prior to the IPO, and the shares of VPCC Class A Common Stock after giving effect to the Founder Holder Class B Conversion, of which 60,000 such shares, in the aggregate, were transferred to the Current Independent Directors on January 22, 2021 and 6,284,150 are currently held by the Sponsor;

Initial Stockholders” are to holders of VPCC’s Founder Shares prior to the IPO;

Investor Rights Agreement” are to that certain Investor Rights Agreement to be entered into by and among the Combined Company, the Founder Holders and certain Dave Stockholders, a form of which is attached hereto as Annex H;

IPO” are to VPCC’s initial public offering of units, the base offering of which closed on March 9, 2021;

Merger Agreement” are to the Agreement and Plan of Merger, dated as of June 7, 2021, by and among VPCC, First Merger Sub, Second Merger Sub, and Dave, a copy of which is attached hereto as Annex A;

Mergers” are to the mergers contemplated pursuant to the Merger Agreement, whereby First Merger Sub will merge with and into Dave, with Dave surviving the merger as a wholly owned subsidiary of VPCC, immediately followed by Dave merging with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Combined Company;

Per Share Dave Stock Consideration” are to the number of shares of Combined Company Common Stock equal to the Aggregate Stock Consideration divided by Dave Stock Adjusted Fully Diluted Shares.

PIPE Investment” are to the issuance and sale of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors in a private placement that will close immediately prior to the Closing;

PIPE Investors” are to the qualified institutional buyers and accredited investors that have agreed to purchase shares of Combined Company Class A Common Stock in the PIPE Investment;

Private Placement Warrants” are to VPCC’s warrants to purchase one share of VPCC Class A Common Stock issued to the Sponsor in a private placement simultaneously with the closing of the IPO;

 

v


Table of Contents

Proposed Charter” are to the proposed form of the Combined Company’s second amended and restated certificate of incorporation, a copy of which is attached to this proxy statement/prospectus as Annex B;

Public Shares” are to shares of VPCC Class A Common Stock sold as part of the units in the IPO (whether purchased in the IPO or thereafter in the open market);

Public Stockholders” are to the holders of VPCC’s Public Shares;

Public Warrants” are to the warrants sold as part of the units in the IPO (whether purchased in the IPO or thereafter in the open market);

Registration Statement” are to the registration statement on Form S-4 (Registration No. 333-[●]) of which this proxy statement/prospectus forms a part;

Repurchase Agreement” are to the Repurchase Agreement, dated as of June 7, 2021, by and among VPCC, Jason Wilk, Kyle Beilman and Dave wherein VPCC agreed to repurchase Combined Company Common Shares from Jason Wilk and Kyle Beilman at $10.00 per share, effective as of the Business Day following the effective time of the Second Merger;

SEC” are to the U.S. Securities and Exchange Commission;

Second Merger Sub” are to Bear Merger Company II LLC, a Delaware limited liability company and direct, wholly owned subsidiary of VPCC;

Securities Act” are to the Securities Act of 1933, as amended;

Special Meeting” are to the meeting of the VPCC Stockholders to be held on [●], 2021;

Sponsor” are to VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company, which is the sponsor of VPCC and an affiliate of certain of VPCC’s officers and directors;

Subscription Agreements” are to those certain Subscription Agreements, dated as of June 7, 2021, by and among VPCC and the PIPE Investors, a form of which is attached hereto as Annex G;

Support Agreements” are to those certain Support Agreements, dated as of June 7, 2021, by and among VPCC, on the one hand, and each Written Consent Party, on the other hand, a form of which is attached hereto as Annex F;

Transaction Agreements” are to the Merger Agreement, the Subscription Agreements, the Support Agreements, the mutual non-disclosure agreement between Dave and VPCC, the Proposed Charter, the Combined Company Amended and Restated Bylaws, the Founder Holder Agreement, the Investor Rights Agreement, the merger certificates, the Repurchase Agreement and all the agreements documents, instruments and certificates entered into in connection therewith and any and all exhibits and schedules thereto;

Transactions” are to the Merger Agreement, the transactions contemplated thereby and to the Business Combination;

Trust Account” are to the trust account maintained and invested pursuant to the Trust Agreement for the benefit of VPCC, certain of its Public Stockholders and the underwriters of the IPO;

Trust Agreement” are to that certain Investment Management Trust Agreement, dated as of March 4, 2021, between VPCC and Continental Stock Transfer & Trust Company, as trustee;

 

vi


Table of Contents

Units” are to VPCC’s units sold in the IPO, each of which consists of one Public Share and one-fourth of one Public Warrant;

VPCC” are to VPC Impact Acquisition Holdings III, Inc., a Delaware corporation, prior to the Closing;

VPCC Board” are to the board of directors of VPCC prior to the Closing;

VPCC Class A Common Stock” are to VPCC’s Class A common stock, par value $0.0001 per share, which following the Closing, will be Combined Company Class A Common Stock;

VPCC Class B Common Stock” are to VPCC’s Class B common stock, par value $0.0001 per share;

VPCC Common Stock” are to VPCC Class A Common Stock and VPCC Class B Common Stock, collectively;

VPCC Disclosure Letter” are to the letter dated as of June 7, 2021 and delivered by VPCC, First Merger Sub and Second Merger Sub to Dave pursuant to the Merger Agreement;

VPCC Share Redemption” are to the election of an eligible (as determined in accordance with VPCC’s governing documents) holder of shares of VPCC Class A Common Stock to redeem all or a portion of the shares of VPCC Class A Common Stock held by such holder at a per-share price, payable in cash, equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two 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 shares of VPCC Class A Common Stock;

VPCC Stockholders” are to the stockholders of VPCC;

VPCC Warrants” are to the Public Warrants and the Private Placement Warrants;

VPCC’s governing documents” are to the Existing Charter and Existing Bylaws of VPCC;

Warrant Agreement” are to that certain Warrant Agreement, dated as of March 4, 2021, between Continental Stock Transfer & Trust Company, as warrant agent, and VPCC;

Written Consent Party” are to the Dave Stockholders (including Jason Wilk, the Chief Executive Officer and Co-Founder of Dave) collectively holding sufficient number, type and classes of Dave equity interests to obtain the Requisite Dave Stockholder Approval (as defined below); and

Written Consent Failure” are to the failure of a Written Consent Party (as defined herein) to deliver its Stockholder Written Consent (as defined herein) within two business days of the Registration Statement becoming effective.

 

vii


Table of Contents

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

VPCC and Dave own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, and SM symbols, but VPCC, Dave and third parties will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

 

viii


Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding VPCC’s, Dave’s or their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. The words “may,” “will,” “anticipate,” “believe,” “expect,” “continue,” “could,” “estimate,” “future,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

   

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.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

 

   

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;

 

ix


Table of Contents
   

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.”

 

x


Table of Contents

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers highlight selected information from this proxy statement/prospectus and briefly address certain questions that you may have regarding the Business Combination and the Special Meeting. We encourage you to carefully read this entire proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the financial statements and annexes attached hereto and other documents referred to herein.

Questions and Answers About the Special Meeting of VPCC Stockholders

and the Related Proposals

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.

 

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”), which contains instructions on how to attend the virtual Special Meeting, including the URL address and your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373, or by email at proxy@continentalstock.com.

You can pre-register to attend the virtual meeting starting on [●], 2021 (five business days prior to the meeting). Enter the following URL address into your browser ([●]), then enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the Special Meeting, you will need to re-log in using the same control number and, if you want to vote during the Special Meeting, you will be prompted to enter your control number again.

Beneficial owners who own their investments through a bank or broker will need to contact Continental to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote, Continental can issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number, at the number or email address above. Please allow up to 72 hours prior to the Special Meeting for processing your control number.

If you do not have internet capabilities, you can listen to the Special Meeting by dialing [●] and when prompted enter the pin [●]. This phone line will be listen only, so you will not be able to vote or enter questions during the Special Meeting.

 

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”).

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes contain important information about the Merger Agreement, the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

 

1


Table of Contents
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.

Proposal No. 1—The Business Combination Proposal—To consider and vote upon a proposal to approve the Merger Agreement, by and among Dave, VPCC, First Merger Sub, and Second Merger Sub, pursuant to which First Merger Sub will merge with and into Dave (the “First Merger”), with Dave being the surviving corporation of the First Merger (the “Surviving Corporation”), and immediately following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger,” together with the First Merger, the “Mergers” and the Mergers together with the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Second Merger Sub being the surviving company of the Second Merger as a wholly owned subsidiary of VPCC (VPCC following such Mergers, hereinafter referred to as the “Combined Company”). A copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus (the “Business Combination Proposal”).

Proposal No. 2—The Charter Amendment Proposal—To consider and act upon a proposal to adopt the proposed Second Amended and Restated Certificate of Incorporation of the Company (the “Proposed Charter”) attached as Annex B to this proxy statement/prospectus (the “Charter Amendment Proposal”);

The Governance Proposals—To consider and act upon, on a non-binding advisory basis, seven separate governance proposals relating to the following material differences between VPCC’s Existing Charter and the Proposed Charter in accordance with the United States Securities and Exchange Commission (“SEC”) requirements:

Proposal No. 3A—To consider and vote upon an amendment to VPCC’s Existing Charter to increase the total number of authorized shares of all classes of capital stock from 221,000,000 shares to, following the automatic conversion of all VPCC Class B common stock, par value $0.0001 (the “VPCC Class B Common Stock”) into VPCC Class A common stock, par value $0.0001 (the “VPCC Class A Common Stock”) immediately prior to the Closing of the Business Combination, 610,000,000 shares, which would consist of (a) 500,000,000 shares of Class A common stock of the Combined Company, par value $0.0001(the “Combined Company Class A Common Stock”), (b) 100,000,000 shares of Class V common stock of the Combined Company, par value $0.0001 (the “Combined Company Class V Common Stock”) and (c) 10,000,000 shares of preferred stock of the Combined Company, par value $0.0001.

Proposal No. 3B—To consider and vote upon an amendment to VPCC’s Existing Charter to authorize a dual class common stock structure pursuant to which holders of Combined Company Class A Common Stock will be entitled to one vote per share and holders of Combined Company Class V Common Stock will be entitled to ten votes per share on each matter properly submitted to the Combined Company’s stockholders entitled to vote.

Proposal No. 3C—To consider and vote upon an amendment to VPCC’s Existing Charter to require, 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), the affirmative vote of a majority of the holders of all of the then-outstanding shares of capital stock of the Combined Company entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law, and no vote of the holders of the Combined Company Class A Common Stock voting separately as a class shall be required therefor.

Proposal No. 3D—To consider and vote upon an amendment to VPCC’s Existing Charter to provide, subject to the special rights of the holders of any series of preferred stock of the Combined Company, that 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;

Proposal No. 3E—To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of either a majority of the total number of authorized directors whether or not there exist

 

2


Table of Contents

any vacancies in previously authorized directorships (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 of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, for the adoption, amendment, or repeal of 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 the Proposed Charter of the Combined Company); provided, however, that if two-thirds (2/3) of the Whole Board has approved such adoption, amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of all 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, shall be required to adopt, amend or repeal any provision of the Bylaws;

Proposal No. 3F—To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of a majority of the board of directors and the holders of two-thirds (2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company for the adoption, amendment, or repeal of certain provisions of the Proposed Charter; provided that if two-thirds (2/3) of the Whole Board has approved such amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Combined Company will be required for the amendment or repeal of such provision;

Proposal No. 3G—To consider and vote upon an amendment to VPCC’s Existing Charter to clarify that the exclusive jurisdiction of the Chancery Court of the State of Delaware 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. To the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of claims arising under the Securities Act; and

Proposal No. 3H—To consider and vote upon an amendment to VPCC’s Existing Charter to authorize all other proposed 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 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.

We refer to Proposals No. 3A through 3H collectively as the “Governance Proposals.”

Proposal No. 4—The Director Election Proposal—a proposal to elect, assuming the Business Combination Proposal, the Charter Amendment Proposal and the NYSE Proposal are all approved and adopted, [●] directors to the Combined Company’s board of directors (the “Director Election Proposal”).

Proposal No. 5—The 2021 Equity Incentive Plan Proposal—To approve and adopt the 2021 Equity Incentive Plan (the “2021 Plan”) and material terms thereunder (the “2021 Equity Incentive Plan Proposal”). A copy of the 2021 Plan is attached to this proxy statement/prospectus as Annex C.

Proposal No. 6—The Employee Stock Purchase Plan Proposal—To approve and adopt the 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and material terms thereunder (the “Employee Stock Purchase Plan Proposal”). A copy of the Employee Stock Purchase Plan is attached to this proxy statement/prospectus as Annex D.

Proposal No. 7—The Share Issuance Proposal—a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for purposes of complying with applicable NYSE Listing Rules, the issuance of more than 20% of VPCC’s issued and outstanding common stock in connection with the Business Combination, the PIPE Investment and any other subscription agreements VPCC may enter into prior to Closing, and the related change in control (collectively, the “Share Issuance Proposal”).

Proposal No. 8—The Repurchase Proposal—a proposal to approve the Repurchase Agreement, dated as of June 7, 2021, by and among VPCC, Jason Wilk, Kyle Beilman and Dave wherein VPCC agreed to

 

3


Table of Contents

repurchase Combined Company Common Shares from Jason Wilk and Kyle Beilman at $10.00 per share, effective as of the Business Day following the effective time of the Second Merger (the “Repurchase Agreement”) and the transactions contemplated by the Repurchase Agreement (the “Repurchase Proposal”).

Proposal No. 9—The Adjournment Proposal—to consider and vote upon a proposal to approve the a proposal to consider and vote upon the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any 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 (together the “Condition Precedent Proposals”) would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal, the “Proposals”).

 

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.” At the Closing, among other things, First Merger Sub will merge with and into Dave, with Dave continuing as the surviving corporation, and Second Merger Sub will merge with and into Dave, with Second Merger Sub continuing as the surviving company. As a result of the Mergers, at the Closing, VPCC will own 100% of the outstanding equity interests of the surviving company and each share of capital stock, as well as securities convertible or exercisable for shares of capital stock, of Dave will have been cancelled and converted into the right to receive the Per Share Dave Stock Consideration in accordance with the Merger Agreement.

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. For more information about the Merger Agreement and the Business Combination, see the section titled “The Business Combination and the Merger Agreement.”

 

4


Table of Contents
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?

Following the Closing, it is expected that the current senior management of Dave will comprise the senior management of the Combined Company, and, assuming the election of the nominees at the Special Meeting as set forth in the Director Election Proposal, the Combined Company’s board of directors will consist of Jason Wilk, Dan Preston, [●] and Brendan Carroll. Please see the section titled “Management After 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”) and subject to the assumptions set forth below, the concentration of ownership of the issued and outstanding capital stock of the Combined Company will be as follows:

 

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%  

Alternatively, it is anticipated that, upon completion of the Transactions, assuming no VPCC Share Redemptions in excess of the amount required to satisfy the minimum cash condition set forth in the Merger Agreement (which we refer to as the “maximum redemption scenario”) and subject to the assumptions set forth below, the concentration of ownership of the issued and outstanding capital stock of the Combined Company will be as follows:

 

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

     92.9%  

PIPE Investors (collectively, but excluding any Public Shares held by such persons)

     5.7%  

The foregoing illustrative ownership percentages of the Combined Company (a) include the 1,586,037 shares of VPCC Class A Common Stock representing the Founder Holder Earnout Shares and (b) assume (1) (x) in the case of the no redemption scenario, no Public Shares are elected to be redeemed by Public Stockholders and (y) in the case of the maximum redemption scenario, all Public Shares are elected to be redeemed by Public Stockholders, (2) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors in the PIPE Investment, for aggregate gross proceeds of $210,000,000, (3) the consummation of the transactions contemplated by the Founder Holder Agreement, on the basis of the assumptions set forth in clause (b) hereof with respect to the PIPE Investment and VPCC Share

 

5


Table of Contents

Redemptions resulting in the surrender (x) in the case of the no redemption scenario, of no shares of VPCC Class B Common Stock and (y) in the case of the maximum redemption scenario, of no shares of VPCC Class B Common Stock, (4) that immediately after the Closing, the total number of shares of Combined Company Class A Common Stock outstanding will be equal to (x) in the case of the no redemption scenario, approximately 319,293,816 and (y) in the case of the maximum redemption scenario, approximately 294,165,596 and (5) the consummation of the transactions contemplated by the Repurchase Agreement, on the basis of the assumptions set forth in clause (b) hereof with respect to the VPCC Share Redemptions, resulting in the repurchase (x) in the case of the no redemption scenario, of 6,000,000 shares of Combined Company Common Stock pursuant to the Repurchase Agreement immediately following the Closing and (y) in the case of the maximum redemption scenario, of no shares of Combined Company Class A Common Stock pursuant to the Repurchase Agreement.

Please see the sections titled “Summary of the Proxy Statement/Prospectus—Ownership after the Closing; Impact of the Business Combination on the Combined Company’s Public Float, Unaudited Pro Forma Condensed Combined Financial Information and Security Ownership of Certain Beneficial Owners and Management” for further information.

 

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 for additional information.

 

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.

See the section titled “Proposals No. 3A through 3H—The Governance Proposals” for additional information.

 

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. See the section titled “Proposal No. 4—The Director Election Proposal” for additional information.

 

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. See the section titled “Proposal No. 5—The 2021 Equity Incentive Plan Proposal” for additional information.

 

6


Table of Contents
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. See the section titled “Proposal No. 6—The Employee Stock Purchase Plan Proposal” for additional information.

 

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 343,653,661 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” for additional information.

 

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. See the section titled “Proposal No. 8—The Repurchase Proposal” for additional information.

 

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 portion of the proceeds held in the Trust Account.

 

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.

 

7


Table of Contents
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 portion of the Trust Account. None of our Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material 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 portion of the Trust Account.

 

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 [●], 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

 

8


Table of Contents
  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 $62,997,409.50 based upon the closing price of $9.93 per share of VPCC Class A Common Stock on the NYSE on October 5, 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 $1.75 per warrant on the NYSE on October 5, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

   

Affiliates of Victory Park entered into a financing agreement with Dave on January 27, 2021 (the “Existing Financing Agreement”), pursuant to which, among other things, such affiliates of Victory Park have provided Dave with a $100 million delayed draw credit facility in order to finance future growth of Dave’s advance portfolio and accelerate growth of certain of Dave’s products through marketing initiatives. The amounts drawn under the Existing Financing Agreement generally accrue an interest rate equal to the sum of (i) 2.55% per annum (or the London Interbank Offered Rate last quoted by the Wall Street Journal for desposits of U.S. Dollars for a period of three months on the last business day of each calendar month, whichever is higher) plus (ii) 6.95% per annum on the portion of the outstanding balance of amounts drawn that is less than or equal to $50 million, plus (iii) 5.95% per annum on the portion of the outstanding balance of amounts drawn that is greater than $50 million and less than or equal to $75 million, plus (iv) 5.45% per annum on the portion of the outstanding balance of amounts drawn that is greater than $75 million. The Existing Financing Agreement also includes, among other terms, representations and warranties on behalf Dave and its subsidiaries, rights of such affiliates of Victory Park in the event of certain specified events of defaults, provisions regarding repayment of outstanding amounts drawn, and prohibitions on certain actions by Dave and its subsidiaries. As of the date of this proxy statement/prospectus, $30 million has been drawn by Dave under the Existing Financing Agreement. The parties anticipate that the Existing Financing Agreement will remain in place following the Closing of the Business Combination, and as such affiliates of Victory Park will be creditors of Dave following the consummation of the Business Combination.

 

9


Table of Contents
   

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”) and (y) the occurrence of a liquidity event of Dave, which is broadly defined and includes a transaction or series of related transactions whereby a special acquisition company merges with or acquires equity interests of Dave (or any surviving or resulting company) and which transaction results in Dave (or any surviving or resulting company into which Dave is merged, consolidated, reorganized or combined), or any parent company that directly or indirectly beneficially owns Dave, being listed on a U.S. national securities exchange or market (a “liquidity event”). Such Dave Warrants are exercisable for a per share exercise price equal to (x) in the event such Dave Warrants are exercised in connection with or following a qualified financing event, the lowest price per share paid by a cash investor in connection with such qualified financing event or (y) in the event such Dave Warrants are exercised in connection with a liquidity event, the greater of (i) 80% of the fair market value of each share of common stock of Dave and (ii) approximately $3.75 per share (as adjusted for stock splits, stock combinations, etc.). Immediately prior to the Closing, it is anticipated that Dave Warrants to purchase 0.2% of the fully diluted equity of Dave will be vested and exercised into shares of Dave Capital Stock, with the remaining Dave Warrants terminating in accordance with their terms and the terms of the Merger Agreement. Accordingly, affiliates of Victory Park will receive shares of Combined Company Class A Common Stock in connection with the Business Combination through their ownership of Dave Warrants.

 

   

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 $62,997,409.50, based on the closing price of the VPCC Class A Common Stock on October 5, 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.

 

10


Table of Contents
   

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.

VPCC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. For more information, see the section titled “The Business Combination and the Merger Agreement—Interests of Certain VPCC Persons in the Business Combination.”

 

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”). Unlike some other blank check companies, other than the net tangible asset requirement and the 15% threshold described above, VPCC has no specified maximum redemption threshold and there is no other limit on the amount of Public Shares that you can redeem. Holders of VPCC’s outstanding Public Warrants do not have redemption rights in connection with the Business Combination. VPCC’s Sponsor, directors and officers have agreed to waive their redemption rights with respect to any shares of VPCC’s capital stock they may hold in connection with the Closing, and the Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September 30, 2021 of approximately $253,782,145.56, the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly

 

11


Table of Contents
  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 portion of the Trust Account (including interest but net of taxes payable) in connection with the liquidation of the Trust Account or if we subsequently complete a different business combination on or prior to March 9, 2023.

 

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:

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Please 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 or VPCC Class B Common Stock. Notwithstanding the foregoing, 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 in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 15% threshold. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and time to effect delivery. It is VPCC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. 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.

Holders of outstanding units of VPCC must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using The Depository Trust

 

12


Table of Contents

Company’s (“DTC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your Public Shares for redemption to Continental and decide within the required timeframe not to exercise your redemption rights, you may request that Continental return the Public Shares (physically or electronically). You may make such request by contacting Continental at the phone number or address listed under the question “Who can help answer my questions?” below.

 

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.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

 

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

 

13


Table of Contents
  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” for additional information.

 

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” for additional information regarding the parties’ specific termination rights. In accordance with the Existing Charter, if an initial business combination is not consummated by March 9, 2023, VPCC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to VPCC to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Stockholders as stockholders of VPCC (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the VPCC Board, dissolve and liquidate, subject in each case to our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

VPCC expects that the amount of any distribution its Public Stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to VPCC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. As set forth in the Founder Holder Agreement, the Initial Stockholders have waived any right to any liquidating distributions with respect to the Founder Shares to which they would otherwise be entitled pursuant to the terms of Section 4.3(b)(ii) of VPCC’s Existing Charter.

In the event of liquidation, there will be no distribution with respect to the outstanding VPCC Warrants. Accordingly, the VPCC Warrants will expire worthless.

 

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” and the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

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 [●], 2021, the record date for the Special Meeting, you may vote with respect to the proposals in person at the

 

14


Table of Contents
  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.

 

15


Table of Contents
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:

VPC Impact Acquisition Holdings III, Inc.

Victory Park Capital Advisors, LLC

150 North Riverside Plaza, Suite 5200

Chicago, Illinois 60606

(312) 701-1777

Attn: Scott R. Zemnick

You may also contact our proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Tel: (800) 662-5200 (Banks and brokers can call collect at (203) 658-9400)

Email: [●]

To obtain timely delivery, our stockholders must request the materials no later than five (5) business days prior to the Special Meeting.

You may also obtain additional information about VPCC from documents filed with the United States Securities and Exchange Commission (the “SEC”) by following the instructions in the section titled “Where You Can Find More Information.

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent at least two business days prior to the scheduled date of the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

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”), to assist in the solicitation of proxies for the Special Meeting. VPCC has agreed to pay Morrow a fee of $[●], plus costs and expenses. VPCC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. VPCC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of VPCC Class A Common Stock and VPCC Class B Common Stock for their expenses in forwarding soliciting materials to beneficial owners of VPCC Class A Common Stock and VPCC Class B Common Stock and in obtaining voting instructions from those owners. VPCC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

16


Table of Contents

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents referred to herein before you decide how to vote. Each item in this summary includes a page or section reference directing you to a more complete description of that item.

Unless otherwise specified, all share calculations in relation to the Merger Agreement, (a) include the 1,586,037 shares of VPCC Class A Common Stock representing the Founder Holder Earnout Shares and (b) assume (1) no Public Shares are elected to be redeemed by Public Stockholders (referred to herein as the “no redemption scenario”), (2) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors in the PIPE Investment, for aggregate gross proceeds of $210,000,000, and (3) the consummation of the transactions contemplated by the Founder Holder Agreement, on the basis of the assumptions set forth in clause (b) hereof with respect to the PIPE Investment and VPCC Share Redemptions as of the Closing, resulting in the surrender of no shares of VPCC Class B Common Stock.

Parties to the Business Combination

VPC Impact Acquisition Holdings III, Inc.

VPCC is a blank check company incorporated on January 14, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

VPCC’s securities are traded on the NYSE under the ticker symbols “VPCC,” “VPCC.U” and “VPCC WS.” The Combined Company intends to apply to list the Combined Company Class A Common Stock and public warrants on Nasdaq under the symbols “DAVE” and “DAVEW” upon the Closing.

The mailing address of VPCC’s principal executive office is 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606. The phone number of VPCC is (312) 701-1777.

Upon the Closing, the mailing address of the Combined Company’s principal executive offices will be 1265 South Cochran Avenue, Los Angeles, California 90019.

First Merger Sub

First Merger Sub, a Delaware corporation, is a direct, wholly owned subsidiary of VPCC, incorporated by VPCC on May 27, 2021 to consummate the Business Combination. In the Business Combination, First Merger Sub will merge with and into Dave, with Dave continuing as the surviving corporation. First Merger Sub does not own any material assets or operate any business.

The mailing address of First Merger Sub’s principal executive office is 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606. The phone number of First Merger Sub is (312) 701-1777.

Second Merger Sub

Second Merger Sub, a Delaware limited liability company, is a direct wholly owned subsidiary of VPCC, formed by VPCC on May 27, 2021 to consummate the Business Combination. In the Business Combination, Dave will merge with and into Second Merger Sub, with Second Merger Sub continuing as the surviving company. Second Merger Sub does not own any material assets or operate any business.

The mailing address of Second Merger Sub’s principal executive office is 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606. The phone number of Second Merger Sub is (312) 701-1777.


 

17


Table of Contents

Dave Inc.

Dave, a Delaware corporation, offers a suite of innovative financial products aimed at helping its Members improve their financial health. Dave’s products include (i) a budgeting tool to helps Members manage their upcoming bills to avoid overspending, (ii) cash advances through its flagship 0% interest ExtraCash product to help Members avoid punitive overdraft fees, (iii) a Side Hustle product, where Dave helps connect Members with supplemental work opportunities, and (iv) Dave Banking, a modern checking account experience with valuable tools for building long-term financial health. Dave has a limited operating history and since inception, it has experienced net losses and contemplates that it may incur losses again in the future. Accumulated deficit for the six months ended June 30, 2021 was approximately $9.8 million and accumulated deficit for the year ended December 31, 2020 was approximately $12.9 million.

For more information about Dave, please see the sections titled “Information About Dave,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Dave” and “Management After the Business Combination.”

The Business Combination and the Merger Agreement

On June 7, 2021, VPCC entered into the Merger Agreement, by and among VPCC, First Merger Sub, Second Merger Sub and Dave, pursuant to which, among other things: (a) First Merger Sub will merge with and into Dave, with Dave being the surviving corporation of the First Merger and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, Dave will merge with and into Second Merger Sub, with Second Merger Sub being the surviving company of the Second Merger. For more information about the transactions contemplated by the Merger Agreement, please see the section titled “The Business Combination and the Merger Agreement.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

The following diagrams illustrate in simplified terms the current structure of VPCC and Dave and the expected structure of the Combined Company upon the Closing.

Simplified Pre-Combination Structure

VPCC Pre-Combination Structure

 

 

LOGO


 

18


Table of Contents

Dave Pre-Combination Structure

 

 

LOGO

Simplified Post-Combination Structure (no redemption scenario)

 

 

LOGO


 

19


Table of Contents

Simplified Post-Combination Structure (max redemption scenario)

 

LOGO

Recapitalization

Prior to the Closing, Dave will cause (the following transactions collectively referred to in this proxy statement/prospectus as the “Recapitalization”):

 

   

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.”

Merger Consideration

The Dave Stockholders (including holders of Dave Restricted Stock) and holders of vested Dave Options will receive aggregate merger consideration with an implied value of $3,500,000,000 (the “Equity Value”), consisting of a number of shares of Combined Company Common Stock, with each deemed to have a value of $10.00 per share, equal to the Equity Value divided by $10.00 (such aggregate merger consideration, the “Aggregate Stock Consideration”).

Pursuant to the Merger Agreement, at the Effective Time (and following the Recapitalization), (a) each share of Dave Class A Common Stock held by the Dave Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly issued Class A common stock of the Combined Company, par value $0.0001 (“Combined Company Class A Common Stock”), equal to an exchange ratio (the “Per Share Dave Stock Consideration”) determined by dividing the Aggregate Stock Consideration by the sum of (without


 

20


Table of Contents

duplication): (i) the aggregate number of shares of Dave Stock outstanding as of immediately prior to the Effective Time and following the consummation of the Recapitalization (including all shares of Dave Restricted Stock, whether vested or unvested); (ii) the aggregate number of shares of Dave Stock that are issuable upon the exercise or settlement of all Dave Options and Dave Non-Plan Options (in each case, as defined below) that are unexpired, issued, outstanding and vested as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Options and Dave Non-Plan Options are exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Options or Dave Non-Plan Options equals (x) the Per Share Dave Stock Consideration multiplied by (y) ten dollars ($10.00)); and (iii) the aggregate number of shares of Dave Stock that are issuable upon the exercise or settlement of all Dave Warrants that are unexpired, issued, outstanding and vested as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Warrants are vested and exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Warrants equals the (x) Per Share Dave Stock Consideration multiplied by (y) ten dollars ($10.00)) (the “Dave Stock Adjusted Fully Diluted Shares”) and (b) each share of Dave Class V Common Stock held by the Dave Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly authorized and issued Class V common stock of the Combined Company, par value $0.0001 (“Combined Company Class V Common Stock” and together with the Combined Company Class A Common Stock, “Combined Company Common Stock”), equal to the Per Share Dave Stock Consideration.

Each option to purchase shares of capital stock of Dave (“Dave Option”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) (other than certain options to purchase shares of capital stock of Dave granted outside of the terms and conditions of Dave’s stock plans (“Dave Non-Plan Options”)) will be automatically assumed by VPCC and converted into an option to acquire an adjusted number of shares of Combined Company Class A Common Stock (pursuant to a ratio based on the Per Share Dave Stock Consideration) (each such resulting option, a “Rollover Option”) at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Dave Option, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Options. The shares of Dave Common Stock issuable upon the exercise of Dave Options that are outstanding, unexercised and unvested immediately prior to the Effective Time (such options, the “Unvested Dave Options”) are not included in the calculation of the “Dave Stock Adjusted Fully Diluted Shares” for purposes of the calculation of the Per Share Dave Stock Consideration, and the shares of Combined Company Class A Common Stock issuable upon the exercise of Rollover Options representing at the Effective Time Unvested Dave Options (such shares, “Unvested Rollover Option Shares”) are not considered a part of the Aggregate Stock Consideration. The Unvested Rollover Option Shares will reduce the shares of Combined Company Class A Common Stock initially available for issuance under the new equity incentive plan that VPCC will adopt as of the Closing.

Each Dave Non-Plan Option that is outstanding and unexercised immediately prior to the Effective Time will be automatically cancelled for no consideration.

Each award of Dave Restricted Stock that is outstanding and unvested immediately prior to the Effective Time will be automatically assumed by VPCC and converted into an award of restricted stock with respect to an adjusted number of shares of Combined Company Class A Common Stock (pursuant to a ratio based on the Per Share Dave Stock Consideration) (the “Rollover Restricted Stock”) and will continue to be governed by substantially the same terms and conditions (including vesting terms) as were applicable to the corresponding former Dave Restricted Stock, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Restricted Stock.


 

21


Table of Contents

Each warrant to purchase shares of capital stock of Dave (“Dave Warrants”) that is outstanding and unexercised immediately prior to the Effective Time will be automatically terminated in accordance with the terms of the applicable Dave Warrant and be of no further force or effect as of the Effective Time.

In addition, pursuant to Subscription Agreements that VPCC entered into with certain investors substantially concurrently with the execution of the Merger Agreement, immediately prior to the consummation of the Mergers, such investors will purchase an aggregate of 21,000,000 shares of Combined Company Class A Common Stock for $10.00 per share. On August 17, 2021, one of the PIPE Investors entered into an amendment to the Subscription Agreement to allow the PIPE Investor to pre-fund its $15,000,000 obligation under the Subscription Agreement in exchange for a promissory note in the principal amount of $15,000,000 convertible into 1,500,000 shares of Combined Company Class A Common Stock at Closing.

It is anticipated that following the Closing: (a) the Public Stockholders are expected to own approximately 6.5% of the outstanding Combined Company Common Stock and hold approximately 2.5% of the voting power; (b) Dave Stockholders are expected to own approximately 86.5% of the outstanding Combined Company Common Stock and hold approximately 94.9% of the voting power , of which Mr. Wilk is expected to own approximately 18.2% of the outstanding shares of Combined Company Common Stock and hold approximately 69.0% of the voting power; (c) the Initial Stockholders are expected to collectively own approximately 1.6% of the outstanding Combined Company Common Stock and hold approximately 0.6% of the voting power and (d) the PIPE Investors are expected to own approximately 5.4% of the outstanding Combined Company Common Stock and hold approximately 1.6% of the voting power. These percentages assume (i) that no Public Stockholders exercise their Redemption Rights in connection with the proposed Business Combination (as defined below) and (ii) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors pursuant to the PIPE Investment. If there are redemptions by the Public Stockholders up to the maximum level that would permit completion of the Business Combination, (a) the Public Stockholders will own none of the outstanding Combined Company Common Stock and hold none of the voting power; (b) Dave Stockholders will own approximately 92.9% of the outstanding Combined Company Common Stock and hold approximately 97.5% of the voting power, of which Mr. Wilk is expected to own approximately 20.5% of the outstanding shares of Combined Company Common Stock and hold approximately 72.1% of the voting power; (c) the Initial Stockholders will own approximately 1.5% of the outstanding Combined Company Common Stock and hold approximately 0.5% of the voting power; and (d) the PIPE Investors will own approximately 5.7% of the outstanding Combined Company Common Stock and hold approximately 2.0% of the voting power. These percentages assume (i) that 25,376,598 Public Stockholders exercise their Redemption Rights in connection with the proposed Business Combination (assuming VPCC will have a minimum $5,000,001 of net tangible assets after all redemptions) and (ii) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors pursuant to the PIPE Investment.

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—Merger Consideration.”

Certain Agreements Related to the Business Combination

Support Agreements

Concurrently with the execution of the Merger Agreement, Dave Stockholders (including Mr. Wilk) collectively holding sufficient number, type and classes of Dave equity interests to obtain the Requisite Dave Stockholder Approval (the “Written Consent Parties”) entered into Support Agreements with VPCC pursuant to which, among other things, each Written Consent Party agreed to (i) vote their Dave equity interests in favor of the Transactions, including by agreeing to execute a written consent constituting the Requisite Dave Stockholder Approval within two business days of the Registration Statement becoming effective, and (ii) not transfer their Dave equity interests prior to the Closing. For more information regarding the Support Agreements, please see the section titled The Business Combination and the Merger Agreement—Certain Agreements Related to the Business Combination—Support Agreements.”


 

22


Table of Contents

PIPE Investment Subscription Agreements

Concurrently with the execution of the Merger Agreement, VPCC entered into Subscription Agreements with the PIPE Investors pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors have agreed to purchase an aggregate of 21,000,000 shares of Combined Company Class A Common Stock in a private placement for $10.00 per share. The proceeds from the PIPE Investment will be partially used to fund the Repurchase and for general working capital purposes following the Closing. On August 17, 2021, one of the PIPE Investors entered into an amendment to the Subscription Agreement to allow the PIPE Investor to pre-fund its $15,000,000 obligation under the Subscription Agreement in exchange for a promissory note in the principal amount of $15,000,000 convertible into 1,500,000 shares of Combined Company Class A Common Stock at Closing. For more information regarding the Subscription Agreements, please see the section titled “The Business Combination and the Merger Agreement—Certain Agreements Related to the Business Combination—PIPE Investment Subscription Agreements.

Founder Holder Agreement

Concurrently with the execution of the Merger Agreement, VPCC, Dave, the Founder Holders (i.e., Sponsor and the Current Independent Directors), and the other directors and officers of VPCC (together with the Founder Holders, the “Insiders”) entered into the Founder Holder Agreement, pursuant to which, among other things, the Insiders agreed to: (a) waive certain anti-dilution rights set forth in Section 4.3(b)(ii) of VPCC’s Existing Charter; (b) surrender to VPCC, on a pro rata basis, immediately prior to the consummation of the Mergers and for no consideration, up to 951,622 shares of VPCC Class A Common Stock (after giving effect to the Founder Holder Class B Conversion) comprising the Founder Holder Contingent Closing Shares, in the event that the number of shares of VPCC Class A Common Stock equal to (x) the shares of VPCC Class A Common Stock held by the Public Stockholders (other than the Founder Holders) that are redeemed in connection with the VPCC Share Redemptions minus (y) the shares of VPCC Class A Common Stock purchased by the Sponsor or one or more of its affiliates or certain related parties prior to the Closing in connection with a VPCC Share Redemptions Alternative Financing, represents greater than 20% of the shares of VPCC Class A Common Stock held by the Public Stockholders as of the date of the Merger Agreement; (c) subject to potential forfeiture, on a pro rata basis, 1,586,037 shares of VPCC Class A Common Stock comprising the Founder Holder Earnout Shares in accordance with the terms of the Merger Agreement, such that 100% of the Founder Holder Earnout Shares will be forfeited in the event that the Combined Company Class A Common Stock does not achieve a trading price of at least $12.50 per share following the Closing, and 40% of Founder Holder Earnout Shares will be forfeited in the event that the Combined Company Class A Common Stock does not achieve a trading price of at least $15.00 per share following the Closing (in each case, as such trading prices may be adjusted for any dividend, subdivision, stock split or similar event, and as determined by reference to the volume-weighted average price achieved for at least 20 trading days within any 30 consecutive trading days) prior to the fifth (5th) anniversary of the Closing (and provided that, in connection with any change of control of the Combined Company prior to such fifth (5th) anniversary, such Founder Holder Earnout Shares shall become no longer subject to forfeiture based upon the value received by holders of Combined Company Class A Common Stock being at least equal to such trading prices in connection with such change of control); (d) vote their VPCC Common Stock in favor of the Transactions, including agreeing to vote in favor of the adoption of the Merger Agreement at the Special Meeting; and (e) not to transfer any shares of VPCC Common Stock until the Closing, other than to an affiliate. For more information regarding the Founder Holder Agreement, please see the section titled “The Business Combination and the Merger AgreementCertain Agreements Related to the Business Combination—Founder Holder Agreement.”

Investor Rights Agreement

At the Closing, the Combined Company, the Founder Holders and certain Dave Stockholders (including, without limitation, the Written Consent Parties), in each case who will receive Combined Company Common Stock


 

23


Table of Contents

pursuant to the Merger Agreement and the transactions contemplated thereby, will enter into the Investor Rights Agreement in respect of the shares of Combined Company Common Stock held by the Founder Holders and such Dave Stockholders following the Closing. Pursuant to such agreement, among other things, such holders and their permitted transferees will be entitled to certain customary registration rights, including, among other things, demand, shelf and piggy-back rights, subject to cut-back provisions, and the Founder Holders and the Dave Stockholders will be subject to the Founder Holder Lock-Up and the Dave Stockholders Lock-Up (each as defined below). For more information on the Investor Rights Agreement, please see the section titledThe Business Combination and the Merger Agreement—Certain Agreements Related to the Business Combination—Investor Rights Agreement.

Repurchase Agreement

Concurrently with the execution of the Merger Agreement, VPCC, Dave, Mr. Wilk and Kyle Beilman (Mr. Wilk and Mr. Beilman, the “Selling Holders”), the Chief Financial Officer of Dave, entered into the Repurchase Agreement, pursuant to which, among other things, VPCC has agreed to repurchase a certain number of shares of Combined Company Common Stock from the Selling Holders (including shares of Combined Company Class V Common Stock issued to Mr. Wilk in connection with the Transactions), at a purchase price of $10.00 per share, on the business day immediately following the Second Effective Time (the “Repurchase”). The Repurchase is contingent on the amount of cash in the Trust Account at the Closing, following payments of all amounts required to satisfy VPCC Share Redemptions, plus the PIPE Investment Amount (and the amount of any alternative financing arranged by VPCC and Dave, including in the event any portion of the PIPE Investment Amount becomes unavailable), plus the amount of cash available to VPCC outside of the Trust Account, in each case, as calculated prior to, and without taking account of, payment or reimbursement of any Dave Transaction Costs or VPCC Transaction Costs or any amounts used to repay indebtedness of Dave or VPCC (such amount, “VPCC Available Cash” ), being in excess of $300 million. If VPCC Available Cash exceeds $300 million, the number of shares of Combined Company Common Stock subject to the Repurchase will be equal to the amount by which VPCC Available Cash exceeds $300 million, divided by $10.00 (provided that in no event will the Aggregate Repurchase Price exceed $60 million). 80% of the number of shares of Combined Company Common Stock subject to the Repurchase will be allocated to Mr. Wilk, with Mr. Beilman allocated the remaining 20%. Mr. Wilk is one of Dave’s current directors and is the Chief Executive Officer of Dave, and, as mentioned above, Kyle Beilman is the Chief Financial Officer of Dave. For more information on the Repurchase Agreement, please see the section titled The Business Combination and the Merger Agreement—Certain Agreements Related to the Business Combination—Repurchase Agreement.

Proposed Charter and Combined Company Amended and Restated Bylaws

Pursuant to the Merger Agreement, VPCC is required to facilitate the solicitation of proxies from the VPCC Stockholders to approve, at the Special Meeting, the Proposed Charter which will amend and restate the Existing Charter, to, among other things, (a) 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. Pursuant to the Proposed Charter, the shares of Combined Company Class V Common Stock will be automatically exchanged for an equal number of shares of Combined Company Class A Common Stock upon the earliest to occur of (i) the receipt by the Combined Company of a written request for such conversion from the holders of not less than a majority of the Combined Company Class V Common Stock then outstanding, or (ii) a transfer of such shares of Combined Company Class V Common Stock to an unaffiliated third party. In addition to the foregoing, the shares of Combined Company Class V Common Stock held directly or indirectly by, or by a trust for the benefit of, Mr. Wilk, will be automatically exchanged for an equal number of shares of Combined Company Class A Common Stock upon the earlier to occur of (x) the termination of Mr. Wilk’s employment with the Combined Company, Dave or any of their subsidiaries for “Cause” (as defined in the Proposed Charter),


 

24


Table of Contents

or the resignation by Mr. Wilk other than for certain reasons constituting “Good Reason” (as defined in the Proposed Charter), (y) upon Mr. Wilk’s death or incapacity or (z) the date that the number of shares of capital stock of the Combined Company, including any shares of capital stock of the Combined Company underlying any securities (including restricted stock units, options, or other convertible instruments) convertible into or exchangeable or exercisable into shares of capital stock of the Combined Company, held by Mr. Wilk and certain permitted transferees is less than 35% of the number of shares of Combined Company Class V Common Stock held by Mr. Wilk and such permitted transferees at the Effective Time.

In addition to the Proposed Charter, pursuant to the Merger Agreement, immediately prior to the Closing, VPCC will adopt the Combined Company Amended and Restated Bylaws which will amend and restate the Existing Bylaws to, among other things, include a restriction on the sale, transfer, pledge or other disposition by the Dave Stockholders of shares of Combined Company Common Stock received by such Dave Stockholders in connection with the Transactions for six (6) months following the Closing, other than in connection with certain permitted transfers specified therein. The terms and provisions of such restrictions in the Combined Company Amended and Restated Bylaws will be materially identical to the terms and provision of the Dave Stockholders Lock-Up in the Investor Rights Agreement.

For more information on the Proposed Charter and Combined Company Amended and Restated Bylaws, please see the section titled “The Business Combination and the Merger Agreement—Certain Agreements Related to the Business Combination—Proposed Charter and Combined Company Amended and Restated Bylaws.”

Equity Incentive Plans

Pursuant to the terms of the Merger Agreement, VPCC is required to facilitate the solicitation of proxies from the VPCC Stockholders to approve, at the Special Meeting (i) a new equity incentive plan in a form and substance reasonably acceptable to VPCC and Dave and (ii) a new employee stock purchase plan in a form and substance reasonably acceptable to VPCC and Dave. For more information on these arrangements, please see the section titled “The Business Combination and the Merger Agreement—Certain Agreements Related to the Business Combination—Equity Incentive Plans.”

The Business Combination Proposal

The VPCC Stockholders will be asked to approve and adopt the Merger Agreement and approve the Business Combination.

The Charter Amendment Proposal and the Governance Proposals

VPCC Stockholders will be asked to consider and act upon a proposal to adopt the Proposed Charter attached as Annex B to the proxy statement/prospectus. Additionally, VPCC Stockholders will be asked to consider and act upon, on a non-binding advisory basis, seven separate proposals relating to the following material differences between VPCC’s Existing Charter and the Proposed Charter in accordance with SEC requirements.

Proposal No. 3A — To consider and vote upon an amendment to VPCC’s Existing Charter to increase the total number of authorized shares of all classes of capital stock from 221,000,000 shares to, following the automatic conversion of all VPCC Class B Common Stock into VPCC Class A Common Stock immediately prior to the Closing of the Business Combination, 610,000,000 shares, which would consist 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 (c) 10,000,000 shares of preferred stock.

Proposal No. 3B — To consider and vote upon an amendment to VPCC’s Existing Charter to authorize a dual class common stock structure pursuant to which holders of Combined Company Class A Common Stock will be entitled to one vote per share and holders of Combined Company Class V Common Stock will be entitled to ten votes per share on each matter properly submitted to the Combined Company’s stockholders entitled to vote.


 

25


Table of Contents

Proposal No. 3C — To consider and vote upon an amendment to VPCC’s Existing Charter to require, 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), the affirmative vote of a majority of the holders of all of the then-outstanding shares of capital stock of the Combined Company entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law, and no vote of the holders of the Combined Company Class A Common Stock voting separately as a class shall be required therefor.

Proposal No. 3D — To consider and vote upon an amendment to VPCC’s Existing Charter to provide, subject to the special rights of the holders of any series of preferred stock of the Combined Company, that 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;

Proposal No. 3E — To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of either a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships (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 of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, for the adoption, amendment, or repeal of 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 the Proposed Charter of the Combined Company); provided, however, that if two-thirds (2/3) of the Whole Board has approved such adoption, amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of all 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, shall be required to adopt, amend or repeal any provision of the bylaws;

Proposal No. 3F — To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of a majority of the board of directors and the holders of two-thirds (2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company for the adoption, amendment, or repeal of certain provisions of the Proposed Charter; provided that if two-thirds (2/3) of the Whole Board has approved such amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Combined Company will be required for the amendment or repeal of such provision;

Proposal No. 3G — To consider and vote upon an amendment to VPCC’s Existing Charter to clarify that the exclusive jurisdiction of the Chancery Court of the State of Delaware 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, and that to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of claims arising under the Securities Act; and

Proposal No. 3H — To consider and vote upon an amendment to VPCC’s Existing Charter to authorize all other proposed 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 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.

We refer to Proposals No. 3A through 3H collectively as the “Governance Proposals.” Please see the section titled “Proposals No. 3A through 3H—The Governance Proposals” for more information.


 

26


Table of Contents

Other Proposals

In addition, the VPCC Stockholders will be asked to consider and vote upon the following proposals:

Proposal No. 4—The Director Election Proposal—a proposal to elect, assuming the Business Combination Proposal, the Charter Amendment Proposal and the Share Issuance Proposal are all approved and adopted, [●] directors to the Combined Company’s board of directors (the “Director Election Proposal”).

Proposal No. 5—The 2021 Equity Incentive Plan Proposal—To approve and adopt the 2021 Equity Incentive Plan (the “2021 Plan”) and material terms thereunder (the “2021 Equity Incentive Plan Proposal”). A copy of the 2021 Plan is attached to this proxy statement/prospectus as Annex C.

Proposal No. 6—The Employee Stock Purchase Plan Proposal—To approve and adopt the 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and material terms thereunder (the “Employee Stock Purchase Plan Proposal”). A copy of the Employee Stock Purchase Plan is attached to this proxy statement/prospectus as Annex D.

Proposal No. 7—The Share Issuance Proposal—a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for purposes of complying with applicable provisions of the NYSE Listing Rules, the issuance of more than 20% of VPCC’s issued and outstanding common stock in connection with the Business Combination, the PIPE Investment and any other subscription agreements VPCC may enter into prior to Closing, and the related change in control (collectively, the “Share Issuance Proposal”).

Proposal No. 8—The Repurchase Proposal—a proposal to approve the Repurchase Agreement, dated as of June 7, 2021, by and among VPCC, Jason Wilk, Kyle Beilman and Dave wherein VPCC agreed to repurchase Combined Company Common Shares from Jason Wilk and Kyle Beilman at $10.00 per share, effective as of the Business Day following the effective time of the Second Merger (the “Repurchase Agreement”) and the transactions contemplated by the Repurchase Agreement (the “Repurchase Proposal”).

Proposal No. 9—The Adjournment Proposal—to consider and vote upon a proposal to approve the a proposal to consider and vote upon the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any 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 (together the “Condition Precedent Proposals”) would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal, the “Proposals”).

Please see the sections titled “Proposal No. 4—The Director Election Proposal,” “Proposal No. 5—Approval of the 2021 Equity Incentive Plan,” “Proposal No. 6—Approval of the 2021 Employee Stock Purchase Plan,” “Proposal No. 7—The Share Issuance Proposal,” “Proposal No. 8—The Repurchase Proposal,” and “Proposal No. 9—The Adjournment Proposal” for more information.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of outstanding shares of VPCC Common Stock is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the VPCC Class A Common Stock and VPCC Class B Common Stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.


 

27


Table of Contents

The Business Combination Proposal, the Governance Proposals (on an advisory basis), the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal, the Repurchase Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of VPCC Class A Common Stock and VPCC Class B Common Stock represented in person or by proxy and entitled to vote thereon and actually cast 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 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, voting as a single class. 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. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will have no effect on the outcome of any vote on the Business Combination Proposal, the Governance Proposals, the Director Election Proposal, the Share Issuance Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Repurchase Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter Amendment Proposal.

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.

Recommendation of the VPCC Board of Directors

After careful consideration, the VPCC Board has unanimously determined (i) that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of VPCC and its stockholders and (ii) to recommend that the VPCC Stockholders adopt the Merger Agreement and approve the Business Combination and the Transactions. Accordingly, the VPCC Board recommends that the VPCC Stockholders vote “FOR” adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to the VPCC Stockholders in this proxy statement/prospectus.

For a more complete description of the VPCC Board’s reasons for the approval of the Business Combination and the recommendation of the VPCC Board, see the section titled “The Business Combination and the Merger Agreement—VPCC’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Interests of Certain Persons in the Business Combination

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. VPCC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. See the sections titled “The Business Combination and the Merger Agreement — Interests of Certain VPCC Persons in the Business Combination” and “VPCC Special Meeting of Stockholders — Recommendation to VPCC Stockholders” for more information.


 

28


Table of Contents

VPCC’s Board of Directors’ Reasons for the Approval of the Business Combination

In considering the Business Combination, the VPCC Board considered the following factors, although not weighted or in any order of significance:

 

   

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.

After careful consideration, the VPCC Board recommends that its stockholders vote “FOR” each proposal being submitted to a vote at the Special Meeting. For more information about the VPCC Board’s decision-making process, please see the section titled “The Business Combination and the Merger Agreement—VPCC’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Redemption Rights

Under VPCC’s Existing Charter, any holder of VPCC Class A Common Stock may elect that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest but net of taxes payable, calculated as of two (2) business days prior to the Closing. If demand is properly made, including the holder identifying itself in writing as a beneficial holder and providing its legal name, phone number and address to the transfer agent and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of our IPO (calculated as of two (2) business days prior to the Closing, including interest but net of taxes payable). You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of VPCC following the Business Combination, if any. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September 30, 2021 of approximately $253,782,145.56, the estimated per share redemption price would have been approximately $10.00.

In order to exercise redemption rights, holders of VPCC Class A Common Stock must follow specific procedures, some of which are time sensitive. See “VPCC Special Meeting of Stockholders—Redemption Rights.

Prior to exercising redemption rights, stockholders should verify the market price of VPCC Class A Common Stock as they may receive higher proceeds from the sale of their VPCC Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. VPCC cannot assure you that you will be able to sell your shares of VPCC Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the VPCC Class A Common Stock when you wish to sell your shares.


 

29


Table of Contents

Ownership after the Closing; Impact of the Business Combination on the Combined Company’s Public Float

It is anticipated that, upon completion of the Transactions, depending on the number of VPCC Share Redemptions and subject to the assumptions set forth below, the concentration of ownership of the issued and outstanding stock of the Combined Company will be as follows:

 

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     92.9

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

The foregoing illustrative ownership and voting percentages of the estimated issued and outstanding stock of the Combined Company as of the Closing (a) include the 1,586,037 shares of VPCC Class A Common Stock representing the Founder Holder Earnout Shares and (b) assume (1) (x) in the case of the no redemption scenario, no Public Shares are elected to be redeemed by VPCC Stockholders and (y) in the case of the maximum redemption scenario, all Public Shares are elected to be redeemed by VPCC Stockholders, (2) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors in the PIPE Investment, for aggregate gross proceeds of $210,000,000, (3) the consummation of the transactions contemplated by the Founder Holder Agreement, on the basis of the assumptions set forth in clause (b) hereof with respect to the PIPE Investment and VPCC Share Redemptions, resulting in the surrender (x) in the case of the no redemption scenario, of no shares of VPCC Class B Common Stock and (y) in the case of the maximum redemption scenario, of 951,622 shares of VPCC Class B Common Stock, (4) that immediately after the Closing, the total number of shares of Combined Company Class A Common Stock outstanding will be equal to (x) in the case of the no redemption scenario, approximately 319,293,816 and (y) in the case of the maximum redemption scenario, approximately 294,165,596 and (5) the consummation of the transactions contemplated by the Repurchase Agreement, on the basis of the assumptions set forth in clause (b) hereof with respect to the VPCC Share Redemptions, resulting in the repurchase (x) in the case of the no redemption scenario, of 6,000,000 shares of Combined Company Common Stock pursuant to the Repurchase Agreement immediately following the Closing and (y) in the case of the maximum redemption scenario, of no shares of Combined Company Class A Common Stock pursuant to the Repurchase Agreement.

Please see the sections titled “Summary of the Proxy Statement/Prospectus—Ownership after the Closing; Impact of the Business Combination on the Combined Company’s Public Float,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Security Ownership of Certain Beneficial Owners and Management” for further information.


 

30


Table of Contents

Board of Directors of the Combined Company Following the Business Combination

At the Closing, the Combined Company anticipates the board of directors will be comprised of [●] directors. Please see the sections titled “Proposal No. 2—The Charter Amendment Proposal,” “Proposals No. 3A Through 3H—The Governance Proposals,” “Proposal No. 4—The Director Election Proposal” and “Management After the Business Combination” for additional information.

Regulatory Approvals Required for the Mergers

The completion of the Mergers is subject to the requirements under the Hart Scott Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). Each of VPCC and Dave will use their reasonable best efforts to obtain all necessary actions, waivers, consents, approvals, orders and authorizations from governmental entities and make all necessary registrations, declarations and filings (including registrations, declarations and filings with governmental entities, if any), including by requesting early termination of the HSR waiting period. On June 21, 2021, VPCC and Dave filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination of the HSR Act 30-day waiting period. The waiting period expired on July 21, 2021.

Appraisal Rights of VPCC Stockholders

Appraisal rights are not available to holders of shares of VPCC Class A Common Stock or VPCC Class B Common Stock in connection with the Business Combination.

Appraisal Rights of Dave Stockholders

Pursuant to Section 262 of the DGCL, Dave Stockholders who comply with the applicable requirements of Section 262 of the DGCL, and do not otherwise withdraw or lose the right to appraisal under Delaware have the right to seek appraisal of the fair value of their shares of Dave stock if the Mergers are completed. The “fair value” of your shares of Dave Capital Stock may be more or less than, or the same as, the value of the consideration that you are otherwise entitled to receive under the Merger Agreement. Dave Stockholders who do not consent to the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise Dave by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from Dave or the Combined Company that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, Dave Stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. For additional information on appraisal rights available to Dave stockholders, see the section titled “Additional Information—Appraisal Rights” beginning on page 257 of this proxy statement/prospectus.

Proxy Solicitation

Proxies may be solicited by mail. VPCC has engaged Morrow to assist in the solicitation of proxies for the Special Meeting.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “VPCC Special Meeting of StockholdersRevoking Your Proxy.”


 

31


Table of Contents

Conditions to the Completion of the Mergers

The obligations of VPCC and Dave to effect the Mergers and the other transactions contemplated by the Merger Agreement are subject to the following conditions:

 

   

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 obligation of Dave to complete the Mergers is further subject to the following conditions:

 

   

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;


 

32


Table of Contents
   

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 obligation of VPCC, First Merger Sub and Second Merger Sub to complete the Mergers is further subject to the following conditions:

 

   

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”), by Dave Stockholders collectively holding sufficient number, type and classes of Dave Capital Stock, adopting and approving the Merger Agreement and the transactions contemplated thereby and constituting the requisite approval under the DGCL and Dave’s governance documents with respect to the Merger Agreement and the transactions contemplated thereby (the “Requisite Dave Stockholder Approval”), and such approval shall remain in full force and effect;

 

   

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.


 

33


Table of Contents

Termination Rights

The Merger Agreement may be terminated at any time prior to the Closing:

 

   

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 that the right to terminate the Merger Agreement is not available to any party whose action or failure to act was a principal cause of the failure of the Closing to occur on or before such date;

 

   

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 that the right to terminate the Merger Agreement is not available to any party whose action or failure to act 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 if such breach or inaccuracy is curable by VPCC, First Merger Sub or Second Merger Sub prior to the Closing, then Dave must first provide written notice of such breach or inaccuracy to VPCC and may not terminate the Merger Agreement until the earlier of: (i) thirty (30) days after delivery of written notice from Dave to VPCC of such breach or inaccuracy; and (ii) January 31, 2022; provided, further, that each of VPCC, First Merger Sub and Second Merger Sub continues to exercise commercially reasonable efforts to cure such breach or inaccuracy or cause such condition to be satisfied (it being understood that Dave may not terminate the Merger Agreement if: (A) Dave shall have materially breached the Merger Agreement and such breach has not been cured; or (B) such breach by VPCC, First Merger Sub or Second Merger Sub, as applicable, is cured during 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 if such breach or inaccuracy is curable by Dave prior to the Closing, then VPCC must first provide written notice of such breach or inaccuracy to Dave and may not terminate the Merger Agreement until the earlier of: (i) thirty (30) days after delivery of written notice from VPCC to Dave of such breach or inaccuracy; and (ii) January 31, 2022; provided, further, that Dave continues to exercise commercially reasonable efforts to cure such breach or inaccuracy or cause such condition to be satisfied (it being understood that VPCC may not terminate the Merger Agreement if: (A) VPCC shall have materially breached the Merger Agreement and such breach has not been cured; or (B) such breach by Dave is cured during 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;


 

34


Table of Contents
   

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.

Summary of the Transactions

Set forth below is a summary of the transactions that are contemplated to occur in connection with the Business Combination.

Treatment of Dave Equity Interests and Convertible Securities in the Mergers

Capital Stock

In connection with the Mergers, (a) each share of Dave Class A Common Stock held by the Dave Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly issued Combined Company Class A Common Stock equal to the Per Share Dave Stock Consideration and (b) each share of Dave Class V Common Stock held by the Company Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly authorized and issued Combined Company Class V Common Stock equal to the Per Share Dave Stock Consideration.

In connection with the Transactions, the shares of Combined Company Common Stock received as consideration by Mr. Wilk will be shares of Combined Company Class V Common Stock, and will entitle Mr. Wilk to ten (10) votes per share until such time as such shares of Combined Company Class V Common Stock are exchanged pursuant to the terms of the Proposed Charter for an equal number of shares of Combined Company Class A Common Stock (as more fully described below under “—Certain Agreements Related to the Business Combination—Proposed Charter and Combined Company Amended and Restated Bylaws”). Mr. Wilk’s shares of Combined Company Class V Common Stock will provide him with approximately 70.3% of the voting power of the Combined Company Common Stock outstanding immediately following the Effective Time (and prior to any repurchases of shares of Combined Company Class V Common Stock by the Combined Company pursuant to the Repurchase (as further discussed below under “—Certain Agreements Related to the Business Combination—Repurchase Agreement”)), assuming no redemptions by VPCC Stockholders.

Warrants

Under the terms of the Merger Agreement, each Dave Warrant that is outstanding and unexercised immediately prior to the Effective Time will be automatically terminated in accordance with the terms of the applicable Dave Warrant and be of no further force or effect as of the Effective Time.

Vested and Unvested Options

Under the terms of the Merger Agreement, each Dave Option that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) (other than any Dave Non-Plan Option, which will be handled as set forth below under “Non-Plan Option,” below) will be automatically assumed by VPCC and


 

35


Table of Contents

converted into an option to acquire an adjusted number of shares of Combined Company Class A Common Stock at an adjusted exercise price per share, determined in the manner described below. Each Rollover Option will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Dave Option, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Options. The shares of Dave Common Stock issuable upon the exercise of Dave Options that are outstanding, unexercised and unvested immediately prior to the Effective Time are not included in the calculation of the “Dave Stock Adjusted Fully Diluted Shares” for purposes of the calculation of the Per Share Dave Stock Consideration, and the shares of Combined Company Class A Common Stock issuable upon the exercise of Rollover Options representing at the Effective Time Unvested Dave Options are not considered a part of the Aggregate Stock Consideration. The Unvested Rollover Option Shares will reduce the shares of Combined Company Class A Common Stock initially available for issuance under the 2021 Plan (as further discussed below under “—Certain Agreements Related to the Business Combination—Equity Incentive Plans”). See “The Business Combination and the Merger Agreement — The Merger Agreement — Treatment of Dave Equity Interests — Vested and Unvested Options” for more information.

Non-Plan Option

Under the terms of the Merger Agreement, each Dave Non-Plan Option that was granted prior to Closing and is outstanding and unexercised immediately prior to the Effective Time will be automatically cancelled for no consideration.

Restricted Stock

Under the terms of the Merger Agreement, each award of Dave Restricted Stock that is outstanding and unvested immediately prior to the Effective Time will be automatically assumed by VPCC and converted into an award of restricted stock with respect to an adjusted number of shares of Combined Company Class A Common Stock determined by multiplying the number of shares of Dave Restricted Stock subject to such award by the Per Share Dave Stock Consideration and rounding the resulting number down to the nearest whole number of shares of Combined Company Class A Common Stock. Each share of Rollover Restricted Stock will continue to be governed by substantially the same terms and conditions (including vesting terms) as were applicable to the corresponding former Dave Restricted Stock, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Restricted Stock.

Treatment of Founder Shares

Immediately prior to the Closing, the Sponsor and the Current Independent Directors will surrender to VPCC the Founder Holder Contingent Closing Shares (if any). In connection with the Closing, immediately following the conversion of the Founder Holder’s Founder Shares into shares of Combined Company Class A Common Stock, the Sponsor and the Current Independent Directors shall subject the Founder Holder Earnout Shares to potential forfeiture in accordance with the terms of the Merger Agreement and the Founder Holder Agreement.

PIPE Investment

Immediately prior to the Closing, the PIPE Investors will subscribe for and purchase, and the Combined Company will issue to the PIPE Investors, an aggregate of 21,000,000 shares of Combined Company Class A Common Stock in exchange for an aggregate amount of cash equal to $210,000,000. On August 17, 2021, one of the PIPE Investors entered into an amendment to the Subscription Agreement to allow the PIPE Investor to pre-


 

36


Table of Contents

fund its $15,000,000 obligation under the Subscription Agreement in exchange for a promissory note in the principal amount of $15,000,000 convertible into 1,500,000 shares of Combined Company Class A Common Stock at Closing.

Risk Factors

In evaluating the Business Combination and the proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 42 of this proxy statement/prospectus.

The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of VPCC and Dave to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of the Combined Company following the Closing.

Some of the risks related to Dave’s business and industry are summarized below. References in the summary below to “we”, “us”, “our” and “the Company” generally refer to Dave in the present tense or the Combined Company from and after the Business Combination.

Risks Related to Dave’s Business and Industry

 

   

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.


 

37


Table of Contents
   

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.

Risks Related to the Proposed Business Combination

 

   

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


 

38


Table of Contents
 

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.

Controlled Company Exemption

Upon the completion of the Business Combination, Mr. Wilk will be the beneficial owner of all outstanding shares of Combined Company Class V Common Stock and, as such, will control the voting power of our


 

39


Table of Contents

outstanding capital stock, as a result of which Mr. Wilk will have the power to elect a majority of the Combined Company’s directors. Pursuant to Nasdaq listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company qualifies as a “controlled company.” As a controlled company, the Combined Company will be exempt from certain Nasdaq corporate governance requirements, including the requirements (1) that a majority of the Combined Company Board consist of independent directors, (2) that the Combined Company Board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that director nominees must either be selected, or recommended for the Combined Company Board’s selection, either by a majority of the independent directors in a vote in which only independent directors participate or a nominating committee comprised solely of independent directors. For at least some period following the Business Combination, the Combined Company may utilize these exemptions since the Combined Company Board has not yet made a determination with respect to the independence of any directors. Pending such determination, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. If the Combined Company ceases to be a “controlled company” and its shares continue to be listed on Nasdaq, the Combined Company will be required to comply with these standards and, depending on the board’s independence determination with respect to our then-current directors, the Combined Company may be required to add additional directors to its board in order to achieve such compliance within the applicable transition periods.

The controlled company exemptions do not modify the independence requirements for the audit committee, which will have to comply with the requirements of Rule 10A-3 of the Exchange Act and Nasdaq listing rules, including the requirement to have an audit committee comprised of at least three members, all of whom are independent.


 

40


Table of Contents

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF DAVE

The following tables set forth summary historical consolidated financial information of Dave for the periods presented. The consolidated statement of operations information for the years ended December 31, 2020 and 2019 and the other financial information as of December 31, 2020 have been derived from Dave’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The condensed consolidated statements of operations information for the six months ended June 30, 2021 and 2020 and the other financial information as of June 30, 2021 have been derived from Dave’s unaudited condensed consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. The unaudited condensed consolidated financial statements of Dave have been prepared on the same basis as the audited consolidated financial statements of Dave. In the opinion of Dave’s management, the unaudited condensed consolidated interim financial information reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial information in those statements.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following summary information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Dave” and Dave’s historical consolidated financial statements and the related notes related thereto, included elsewhere in this proxy statement/prospectus.

 

     (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  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

41


Table of Contents
     (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  

 

42


Table of Contents

SUMMARY HISTORICAL FINANCIAL DATA OF VPCC

VPCC is providing the following summary historical financial data to assist you in your analysis of the financial aspects of the Business Combination.

VPCC’s statement of operations data for the period from January 14, 2021 to June 30, 2021 and balance sheet data as of June 30, 2021, are derived from VPCC’s unaudited financial statements included elsewhere in this proxy statement/prospectus. VPCC’s statement of operations data for the period from January 14, 2021 (Inception) to January 22, 2021 and balance sheet data as of January 22, 2021 is derived from VPCC’s audited condensed financial statements included elsewhere in this proxy statement/prospectus.

This information is only a summary and should be read in conjunction with VPCC’s financial statements and related notes and “VPCC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of VPCC.

 

     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  

 

43


Table of Contents

RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the Combined Company’s business, reputation, revenue, financial condition, results of operations and future prospects, in which event the market price of Combined Company Class A Common Stock could decline, and you could lose part or all of your investment.

Risks Related to Dave’s Business and Industry

The following risk factors will apply to Dave’s business and operations following the completion of the Business Combination. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of Dave and its business, financial condition and prospects following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements.” Dave may face additional risks and uncertainties that are not presently known to it, or that it currently deems immaterial, which may also impair Dave’s business or financial condition. The following discussion should be read in conjunction with the financial statements of Dave and notes to the financial statements included herein.

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to Dave and its subsidiaries prior to the consummation of the Business Combination, which will be the Combined Company and any subsidiaries following the consummation of the Business Combination.

The industries in which we compete are highly competitive, which could adversely affect our results of operations.

The industries in which we compete are highly competitive and subject to rapid and significant changes. We compete against companies and financial institutions across the retail banking, financial services, consumer technology and financial technology services industries, as well as other nonbank lenders serving credit-challenged consumers, including online marketplace lenders, check cashers, point-of-sale lenders and payday lenders. We may compete with others in the market who may in the future provide offerings similar to ours, particularly companies who may provide money management, lending and other services though a platform similar to our platform. These and other competitors in the banking and financial technology industries are introducing innovative products and services that may compete with ours. We expect that this competition will continue as banking and financial technology industries continue to evolve, particularly if non-traditional non-recourse advance providers and other parties gain greater market share in these industries. If we are unable to differentiate our products and platform from and successfully compete with those of our competitors, our business, results of operations and financial condition will be materially and adversely affected.

Many existing and potential competitors are entities substantially larger in size, have more resources, are more highly diversified in revenue and substantially more established with significantly more brand awareness than ours. As such, many of our competitors can leverage their size, robust networks, financial wherewithal, brand awareness, pricing power and technological assets to compete with us. To the extent new entrants gain market share, the purchase and use of our products and services would decline. If price competition materially intensifies, we may have to decrease the prices of our products and services, which would likely adversely affect the results of operations.

Our long-term success depends on our ability to compete effectively against existing and potential competitors that seek to provide banking and financial technology products and services. If we fail to compete effectively

 

44


Table of Contents

against these competitors, our revenues, results of operations, prospects for future growth and overall business will be materially and adversely affected.

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.

The financial services industry is subject to rapid and significant technological changes. We cannot predict the effect of technological changes on our business. We expect that new services and technologies applicable to our industry will continue to emerge, and these new services and technologies may be superior to, or render obsolete, the technologies we currently utilize in our products and services. Our future success will depend, in part, on our ability to develop new technologies and adapt to technological changes and evolving industry standards. These initiatives are inherently risky, and they may not be successful or may have an adverse effect on our business, financial condition and results of operations. Additionally, we may make future investments in, or enter into strategic partnerships to develop new technologies and services or to implement infrastructure to further our strategic objectives, strengthen our existing businesses and remain competitive. However, our ability to transition to new services and technologies that we develop may be inhibited by a lack of industry-wide standards, changes to the regulatory landscape, resistance by consumers to these changes, or by the intellectual property rights of third parties.

If the prices we charge for our products and services are unacceptable to our Members, our operating results will be harmed.

We generate revenue by charging Members a fixed monthly rate for membership to our platform as well as additional fees related to optional expedited delivery of advances. Members who obtain a non-recourse advance through our platform also have the option to tip us. We also generate revenue from our Dave banking product through interchange and out-of-network ATM fees, as well as from our job portal service through referral fees from partner companies. As the market for our platform matures, or as new or existing competitors introduce new products or services that compete with ours, we may experience pricing pressure and be unable to retain current Members and attract new Members at prices that are consistent with our pricing model and operating budget. Our pricing strategy for new products and services we introduce may prove to be unappealing to our Members, and our competitors could choose to bundle certain products and services competitive with ours. If this were to occur, it is possible that we would have to change our pricing strategies or reduce our prices, which could harm our revenue, gross profits, and operating results.

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.

Our non-recourse advance product exposes us to financial losses if Members do not repay the advance we provide to them. The timing and volume of advance repayments have a significant impact on our financial results and cash flows. If a large number of Members do not repay advances, our financial condition and operating results would be adversely affected.

Our underwriting standards may not offer adequate protection against the risk of non-payment, especially in periods of economic uncertainty such as has existed with the onset of the COVID-19 pandemic. As our cash advances are non-recourse, we have no remedy if a Member fails to repay an advance.

Our ability to accurately forecast performance and determine an appropriate provision and allowance for credit losses, is critical to our business and financial results. The allowance for credit losses is established through a provision for credit losses based on management’s evaluation of the risk inherent in the cash advance portfolio, the composition of the portfolio, specific impaired advances, and current economic conditions. Please see

 

45


Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in this proxy statement/prospectus.

There can be no assurance that our performance forecasts will be accurate. In periods with changing economic conditions, accurately forecasting repayment of advances is more difficult. Our allowance for losses is an estimate, and if actual repayment defaults are materially greater than our allowance for losses, or more generally, if our forecasts are not accurate, our financial position, liquidity and results of operations could be materially adversely affected. For example, uncertainty surrounding the continuing economic impact of COVID-19 on our Members has made historical information on credit losses slightly less reliable in the current environment, and there can be no assurances that we have accurately estimated repayment rates.

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.

As usage of our platform grows and we sign additional strategic partners, we will need to devote additional resources to improving and maintaining our infrastructure and computer network and integrating with third-party applications to maintain the performance of our platform. In addition, we will need to appropriately scale our internal business systems and our services organization, including customer support, risk and compliance operations, and professional services, to serve our growing Members base.

Any failure of or delay in these efforts could result in service interruptions, impaired system performance, and reduced Member satisfaction, which could hurt our revenue growth. If sustained or repeated, performance issues could reduce the attractiveness of our platform to Members and could result in lost Member opportunities, which could hurt our revenue growth, Member loyalty, and our reputation. Even if we are successful in these efforts to scale our business, they will be expensive and complex, and require the dedication of significant management time and attention. We could also face inefficiencies or service disruptions as a result of our efforts to scale our internal infrastructure. We cannot be sure that the expansion and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could adversely affect our business, operating results, and financial condition.

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.

To increase our revenue, in addition to acquiring new Members, we must continue to retain existing members and convince them to expand their use of our platform by increasing the number of members and incenting them to pay for additional functionality. Our ability to retain our Members and increase their usage could be impaired for a variety of reasons, including member reaction to changes in the pricing of our products or the other risks described in this proxy statement/prospectus. As a result, we may be unable to retain existing Members or increase the usage of our platform by them, which would have an adverse effect on our business, revenue, gross margins, and other operating results, and accordingly, on the trading price of our common stock.

Our ability to sell additional functionality to our existing Members may require more sophisticated and costly sales efforts. Similarly, the rate at which our Members purchase additional products from us depends on several factors, including general economic conditions and the pricing of additional product functionality. If our efforts to sell additional functionality to our Members are not successful, our business and growth prospects would suffer.

Our member subscriptions are open-ended arrangements that can be terminated by the Member without penalty at any time. For us to maintain or improve our operating results, it is important that our members continue to maintain their subscriptions on the same or more favorable terms. We cannot accurately predict renewal or expansion rates given the diversity of our member base in terms of size, industry, and geography. Our renewal and expansion rates may decline or fluctuate as a result of several factors, including member spending levels, member satisfaction with our platform, decreases in the number of members, pricing changes, competitive

 

46


Table of Contents

conditions, the acquisition of our members by other companies, and general economic conditions. If our members do not renew their subscriptions, or if they reduce their usage of our platform, our revenue and other operating results will decline and our business will be adversely affected. If our renewal or expansion rates fall significantly below the expectations of the public market, securities analysts, or investors, the trading price of our common stock would likely decline.

We have limited operating history and face significant challenges as a new entrant in our industry.

We were incorporated in October 2015 and we have a relatively short operating history in the financial services industry, which is continuously evolving. We have limited experience to date in building consumer financial services technology. We cannot assure you that we will be able to develop products and services on our platform that will enable us to meet quality, price and engineering standards, as well as comply with any regulatory standards we may be subject to. You should consider our business and prospects in light of the risks and significant challenges we face as a new entrant in our industry, including, among other things, with respect to our ability to:

 

   

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.

If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected.

Changes in debit interchange rates could adversely affect our business, financial position and results of operations.

We expect interchange revenues from fees charged to merchants by card networks for processing a debit or credit payment to represent a significant percentage of our total operating revenues as adoption of our Dave banking product increases. The amount of interchange revenues that we earn is highly dependent on the interchange rates that the payment networks set and adjust from time to time.

The enactment of the Dodd-Frank Act required the Federal Reserve Board to implement regulations that have substantially limited interchange fees for many debit card issuers. While the interchange rates that may be earned by us are exempt from the limitations imposed by the Dodd-Frank Act, there can be no assurance that future regulation or changes by the payment networks will not impact our interchange revenues substantially. If interchange rates decline, whether due to actions by the payment networks or future regulation, we would likely need to change our fee structure to offset the loss of interchange revenues. To the extent we change the pricing of our Dave banking product, we might find it more difficult to acquire new Members, to maintain or grow Dave banking debit card usage and to retain existing Members. As a result, our total operating revenues, operating results, prospects for future growth and overall business could be materially and adversely affected.

 

47


Table of Contents

If we lose key personnel, if their reputations are damaged, or if we are unable to attract and retain executives and employees we need to support our operations and growth, our business may be harmed.

Our success and future growth depend upon the continued services of our management team and other key employees who are critical to our overall management, as well as the continued development of our products, strategic partnerships, our culture and our strategic direction. Our business may also be adversely affected by the departure of members of our senior management team who have, over the years, developed long standing and favorable relationships with our bank sponsor and key payment processing and technology service providers. We currently do not have “key person” insurance on any of our employees. The loss of one or more of our senior management team members or other key employees could disrupt or harm our business, and we may not be able to find adequate replacements. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees or that we would be able to timely replace members of our senior management or other key employees should any of them depart.

If we fail to offer high-quality customer support, or if our support is more expensive than anticipated, our business and reputation could suffer.

Our Members rely on our customer support services to resolve issues and realize the full benefits provided by our platform. High-quality support is also important for the renewal and expansion of our subscriptions with existing Members. We primarily provide customer support over chat and email. If we do not help our Members quickly resolve issues and provide effective ongoing support, or if our support personnel or methods of providing support are insufficient to meet the needs of our Members, our ability to retain Members, increase adoption by our existing Members and acquire new Members could suffer, and our reputation with existing or potential Members could be harmed. If we are not able to meet the customer support needs of our Members by chat and email during the hours that we currently provide support, we may need to increase our support coverage and provide additional phone-based support, which may reduce our profitability.

We offer a number of free products and services to drive awareness, usage and adoption of all our products and services. If these marketing strategies are unsuccessful, our ability to grow our revenue will be adversely affected.

To encourage awareness, usage, familiarity and adoption of our platform, products and services, we offer a number of free products and services. These strategies may not be successful in leading users to become paid Members, use our revenue generating products or services, or contribute voluntary tips. To the extent that we are unable to generate revenue from new memberships or the use of our products and services, we will not realize the intended benefits of these marketing strategies and our ability to grow our revenue will be adversely affected.

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 rely on agreements with Evolve Bank & Trust (“Evolve Bank”) to provide deposit accounts, debit card services and other transaction services to us and our Members. These agreements and corresponding regulations governing banks and financial institutions may give Evolve Bank substantial discretion in approving certain aspects of our business practices, including our application and qualification procedures for Members and require us to comply with certain legal requirements. Evolve Bank’s discretionary actions under these agreements could impose material limitations to, or have a material adverse effect on, our business, financial condition and results of operations. If our relationship with Evolve Bank is terminated, we would need to find another financial institution to provide those services, which could be difficult and expensive. If we are unable to find a replacement financial institution to provide the services we receive from Evolve Bank, we would not be able to service our deposit accounts, debit cards and other services, which would have a material adverse effect on our business, financial condition and results of operations. Furthermore, our financial results could be adversely affected if our costs associated with using Evolve Bank materially change or if any penalty or claim for damages is imposed as a result of our breach of our agreements with them or their other requirements.

 

48


Table of Contents

Our recent rapid growth, including growth in our volume of payments, may not be indicative of our 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.

Our operating revenues increased from $76.2 million in 2019 to $121.8 million in 2020. Although we have recently experienced significant growth in our revenue and transaction volume, even if our revenue continues to increase, we expect our growth rate will decline in the future as a result of a variety of factors, including the increasing scale of our business. Overall growth of our revenue depends on a number of factors, including our ability to:

 

   

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.

We may not successfully accomplish any of these objectives, which makes it difficult for us to forecast our future operating results. If the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, it may be difficult to achieve and maintain profitability. You should not rely on our revenue from any prior quarterly or annual periods as any indication of our future revenue or revenue or payment growth.

In addition, we expect to continue to expand substantial financial and other resources on:

 

   

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.

These investments may not result in increased revenue growth in our business. If we are unable to increase our revenue at a rate sufficient to offset the expected increase in our costs, or if we encounter difficulties in managing a growing volume of payments, our business, financial position and operating results will be adversely affected, and we may not be able to achieve or maintain profitability over the long term.

We have historically incurred losses in the operation of our business. We may never achieve or sustain profitability.

Since incorporation in October 2015, we have been engaged in growth activities related to building our business, which requires substantial capital and other expenditures. We incurred net loss in fiscal year 2020, and we may incur losses again in the future. We expect our cash needs to increase significantly for the next several years as we:

 

   

market our products and services;

 

49


Table of Contents
   

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.

As a result of these continuing costs and expenses, we need to generate significant revenues to attain and maintain profitability and positive cash flow. To date, our operations have been supported by equity and debt financings. If we do not continue to increase our revenues, our business, results of operations and financial condition could be materially and adversely affected.

We may require additional capital to support the growth of our business, and this capital may not be available on acceptable terms, if at all.

We have funded our operations since inception primarily through equity financings, sales of memberships to our platform, optional expedited processing fees and Member tips. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments to support our business, which may require us to engage in equity or debt financings to secure additional funds.

We expect that following the Closing, we will have sufficient capital to fund our planned operations for the next 18 months. We may need to raise additional funds through the issuance of equity, equity related or debt securities, or through obtaining credit from government, financial institutions or other lenders. We cannot be certain that additional funds will be available to us on favorable terms when required, or at all. If we cannot raise additional funds when we need them, our financial condition, results of operations, business and prospects could be materially adversely affected.

Our operating results may fluctuate in the future.

Our quarterly and annual results of operations may fluctuate in the future, which may adversely affect our stock price following the Business Combination. Fluctuations in our quarterly or annual results of operations might result from a number of factors, many of which are outside of our control, including, but not limited to:

 

   

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 initiatives;

 

   

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;

 

50


Table of Contents
   

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.

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.

Criminals are using increasingly sophisticated methods to engage in illegal activities using deposit account products or Member information. Illegal activities involving products and services like ours often include malicious social engineering schemes. Illegal activities may also include fraudulent payment or refund schemes and identity theft. We rely upon third parties for transaction processing services, which subjects us and our Members to risks related to the vulnerabilities of those third parties. A single significant incident of fraud, or increases in the overall level of fraud, involving our products and services, have in the past and could in the future, result in reputational damage to us. Such damage could reduce the use and acceptance of our products and services, cause our banking and strategic partners to cease doing business with us, or lead to greater regulation that would increase our compliance costs. Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines, which could adversely affect our business, results of operations and financial condition.

In addition, to address the challenges we face with respect to fraudulent activity, we have implemented risk control mechanisms that have made it more difficult for all Members, including legitimate Members, to obtain and use our Dave banking product. We believe it is likely that our risk control mechanisms may continue to adversely affect the growth of our Dave banking product for the foreseeable future and that our operating revenues will be negatively impacted as a result.

We are exposed to losses from Dave banking Member accounts.

Fraudulent activity involving our Dave banking account may lead to Member disputed transactions, for which we may be liable under banking regulations and payment network rules. Our fraud detection and risk control mechanisms may not prevent all fraudulent or illegal activity. To the extent we incur losses from disputed transactions, our business, results of operations and financial condition could be materially and adversely affected. Additionally, our Members can incur charges in excess of the funds available in their accounts, and we may become liable for these overdrafts. While we decline authorization attempts for amounts that exceed the available balance in a Member’s account, the application of payment network rules and the timing of the settlement of transactions, among other things, can result in overdrawn accounts.

Our remaining overdraft exposure arises primarily from late-posting. A late-post occurs when a merchant posts a transaction within a payment network-permitted timeframe, but subsequent to our release of the authorization for

 

51


Table of Contents

that transaction, as permitted by payment network rules. Under payment network rules, we may be liable for the transaction amount even if the Member has made additional purchases in the intervening period and funds are no longer available in the Member’s account at the time the transaction is posted.

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.

We have grown rapidly and seek to continue to grow, and although we maintain a robust and multi-faceted risk management process, our business is always subject to the risk of financial losses as a result of operational errors, software defects, service disruption, employee misconduct, security breaches, or other similar actions or errors on our platform. Software errors in our platform and operational errors by our employees may also expose us to losses.

Moreover, our trustworthiness and reputation are fundamental to our business. The occurrence of any operational errors, software defects, service disruption, employee misconduct, security breaches, or other similar actions or errors on our platform could result in financial losses to our business and our Members, loss of trust, damage to our reputation, or termination of our agreements with strategic partners and accountants, each of which could result in:

 

   

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.

Although we maintain insurance to cover losses resulting from our errors and omissions, there can be no assurance that our insurance will cover all losses or our coverage will be sufficient to cover our losses. If we suffer significant losses or reputational harm as a result, our business, operating results, and financial condition could be adversely affected.

Cyberattacks and other security breaches or disruptions suffered by us or third parties upon which we rely could have a materially adverse effect on our business, harm our reputation and expose us to public scrutiny and liability.

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. We also have arrangements in place with certain third-party service providers that require us to share consumer information. Information security risks in the financial services industry continue to increase generally, in part because of new technologies, the use of the Internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and other malicious third parties. In addition to cyberattacks and other security breaches involving the theft of sensitive and confidential information, hackers, terrorists, sophisticated nation-state and nation-state supported actors and other malicious third parties recently have engaged in attacks that are designed to disrupt key business services, such as consumer-facing websites.

These cybersecurity challenges, including threats to our own IT infrastructure or those of our Members or third-party providers, may take a variety of forms ranging from stolen bank accounts, business email compromise, user fraud, account takeover, check fraud or cybersecurity attacks, such as ransomware, unauthorized encryption,

 

52


Table of Contents

denial-of-service attacks, social engineering, unauthorized access, spam or other attacks, to “mega breaches” targeted against cloud-based services and other hosted software, which could be initiated by individual or groups of hackers or sophisticated cyber criminals. A cybersecurity incident or breach could result in disclosure of confidential information and intellectual property, or cause service interruptions and compromised data. We may be unable to anticipate or prevent techniques used in the future to obtain unauthorized access or to sabotage systems because they change frequently and often are not detected until after an incident has occurred. We have administrative, technical, and physical security measures in place, and we have policies and procedures in place to contractually require service providers to whom we disclose data to implement and maintain reasonable privacy and security measures. Despite our security measures, and those of our third-party vendors, our information technology and infrastructure has experienced breaches and may be subject or vulnerable in the future to breaches or attacks. If our own confidential business information were improperly disclosed, our business could be materially and adversely affected. A core aspect of our business is the reliability and security of our platform. Any perceived or actual breach of security, regardless of how it occurs or the extent of the breach, could have a significant impact on our reputation as a trusted brand, cause us to lose existing partners or members, prevent us from obtaining new partners and members, require us to expend significant funds to remedy problems caused by breaches and implement measures to prevent further breaches, and expose us to legal risk and potential liability including from governmental or regulatory investigations, class action litigation and other lawsuits. If sensitive information is lost or improperly disclosed through a data breach or otherwise or threatened to be disclosed, we could experience a loss of confidence by our partners and members in the security of our systems, products and services and prevent us from obtaining new partners and members, and we could incur significant costs to remedy problems caused by breaches and implement measures to prevent further breaches, and expose us to legal risk and potential liability and penalties, including from governmental or regulatory investigations, class action litigation and other lawsuits, all of which could adversely affect our reputation and our operating results. Any actual or perceived security breach at a company providing services to us or our Members could have similar effects.

Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. In addition, our agreements with certain partners and service providers may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause our Members to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach. A security breach of any of our vendors that processes personally identifiable information of our Members may pose similar risks.

In May 2020, an unauthorized third party attempted to gain access to Dave Member accounts and was able to access Member profiles and Members’ partial or incomplete bank account information. We did not uncover any evidence that the attacker was able to take any actions with respect to the data, other than gaining read access to it, nor do we believe any unauthorized transactions were made or advances requested on the Dave system. We provided notice to relevant parties as required under applicable law and agreements and took steps to set up alerts to detect abnormal request volumes and introduced rate limiting at the IP address level. In addition, in June 2020, we were notified of an unauthorized third party breach of our Dave database. The third party was able to access to Dave’s system by breaching the system of one of Dave’s third party service providers. The attacker was able to download a large data set, including encrypted social security numbers for some Members; however, there was no evidence that unauthorized transactions were made or advances requested on the Dave system, nor do we believe that the third party gained access to decryption keys or was otherwise able to decrypt encrypted information. We took remedial measures, including the engagement of an outside security consultant to monitor for ongoing dark web activity and to conduct a security audit and incident investigation, and notified relevant parties as required under applicable law and agreements. As a result of these breaches, Dave did not experience any material adverse impact to its business or operation and any costs and expenses relating to such security breaches were not material to Dave. As we have increased our Member base and our brand has become more widely known and recognized, third parties may continue to seek to compromise our security controls or gain unauthorized access to our sensitive corporate information or our Members’ data.

 

53


Table of Contents

If our banking partner or other strategic partners were to conclude that our systems and procedures are insufficiently rigorous, they could terminate their relationships with us, and our financial results and business could be adversely affected. Under our terms of service and our contracts with strategic partners, if there is a breach of nonpublic personal information of our Members that we store, we could be liable to the partner for their losses and related expenses.

While we maintain cybersecurity insurance, our insurance may be insufficient or may not cover all liabilities incurred by such attacks. We also cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

We guarantee certain obligations of one of our wholly-owned subsidiaries, which guaranty is secured by a first-priority lien against substantially all of our assets, and contains financial covenants and other restrictions on our actions, which could limit our operational flexibility and otherwise adversely affect our financial condition.

One of our wholly-owned subsidiaries, Dave OD Funding I, LLC (“Dave OD Funding”), has a senior secured credit facility with Victory Park Capital Advisors, LLC and certain of its affiliates, which are affiliates of VPCC (the “Credit Facility”). We have guaranteed up to $25,000,000 of Dave OD Funding’s obligations under the Credit Facility, and currently that limited guaranty is secured by a first-priority lien against substantially all of our 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.

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 business involves processing of large numbers of transactions and management of the data necessary to do so. Our success depends upon the efficient and error-free handling of the money that is collected, remitted or deposited in connection with the provision of our products and services. We rely on the ability of our vendors and third-parties to process and facilitate these transactions, including ACH processing (as we are not a bank), and debit card payment processing, in an efficient, uninterrupted and error-free manner. We also rely on third-party service providers to perform various functions relating to our business, including software development, marketing, operational functions, fraud detection, cloud infrastructure services, information technology, data analysis, and, because we are not a bank and cannot belong or directly access the ACH payment network, ACH processing, and debit card payment processing.

While we oversee these service providers to ensure they provide services in accordance with our agreements and regulatory requirements, we do not have control over the operations of any of the third-party service providers that we utilize. In the event that a third-party service provider for any reason fails to perform such functions, including negligence, willful misconduct or fraud, fire, natural disaster, power loss, telecommunication failures, software and hardware defects, terrorist attacks and similar events, our ability to process payments and perform other operational functions for which we currently rely on such third-party service providers will suffer and our business, cash flows and future prospects may be negatively impacted.

We use both internally developed and third-party systems, including cloud computing and storage systems, for our services and certain aspects of transaction processing. Any damage to, or failure of, third party computer network systems or data centers generally, or those of our vendors (including as a result of disruptions at our

 

54


Table of Contents

third-party data center hosting facilities and cloud providers), or an improper action by our employees, agents or third-party vendors, could result in interruptions in our services, causing Members and other partners to become dissatisfied with our products and services or obligate us to issue refunds or pay fines or other penalties to them. Sustained or repeated system failures could reduce the attractiveness of our products and services, and result in Member attrition, thereby reducing operating revenue and harming our results of operations. Further, negative publicity arising from these types of disruptions could be damaging to our reputation and may adversely impact use of our products and services, including our platform, and adversely affect our ability to attract new Members and business partners.

If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate less revenue and incur costly litigation to protect our rights.

Our success is dependent, in part, upon protecting our proprietary technology and rights. We rely on a combination of copyrights, trademarks, trade secret laws, and contractual provisions to establish and protect our proprietary rights. However, the steps we take to protect our intellectual property may be inadequate. Any of our trademarks or other intellectual property rights may be challenged or circumvented by others or invalidated through administrative process or litigation. Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our products and use information that we regard as proprietary to create products and services that compete with ours.

No assurance can be given that the contractual agreements we enter into to establish and protect our proprietary rights will be effective in controlling access to and distribution of our products and proprietary information. Further, these agreements do not prevent our competitors or partners from independently developing technologies that are substantially equivalent or superior to our platform.

Real or perceived software errors, failures, bugs, defects, or outages could adversely affect our business, results of operations, financial condition, and future prospects.

Our platform and our internal systems rely on software that is highly technical and complex. In addition, our platform and our internal systems depend on the ability of such software to store, retrieve, process, and manage immense amounts of data. As a result, undetected errors, failures, bugs, or defects may be present in such software or occur in the future in such software, including open source software and other software we license in from third parties, especially when updates or new products or services are released.

Any real or perceived errors, failures, bugs, or defects in the software may not be found until our consumers use our platform and could result in outages or degraded quality of service on our platform that could adversely impact our business, as well as negative publicity, loss of or delay in market acceptance of our products and services, and harm to our brand or weakening of our competitive position. In such an event, we may be required, or may choose, to expend significant additional resources in order to correct the problem. Any real or perceived errors, failures, bugs, or defects in the software we rely on could also subject us to liability claims, impair our ability to attract new consumers, retain existing consumers, or expand their use of our products and services, which would adversely affect our business, results of operations, financial condition, and future prospects.

Dave’s management has limited experience in operating a public company.

Many of Dave’s senior management team have limited experience in the management of a publicly-traded company. The management team may not successfully or effectively manage the transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of the company’s operations. Dave may not have adequate personnel with the appropriate level of knowledge, experience and

 

55


Table of Contents

training in accounting policies, compliance practices or internal controls required of public companies. The development and implementation of the standards and controls and the hiring of experienced personnel necessary to achieve the level of accounting standards required of a public company may require expenditures greater than expected, and a delay could impact Dave’s ability or prevent it from accurately and timely reporting its operating results, timely filing required reports with the SEC and complying with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). It is possible that Dave will be required to expand its employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods.

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. 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.

In connection with the preparation and audits of Dave’s consolidated financial statements for the years ended December 31, 2020 and 2019, material weaknesses were identified in Dave’s internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim consolidated financial statements will not be prevented or detected on a timely basis. These material weaknesses are as follows:

 

   

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”) general controls for information systems that are relevant to the preparation of its financial statements, specifically, with respect to: (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel: and (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored.

Additionally, in connection with the preparation of the Company’s June 30, 2021 unaudited condensed consolidated financial statements, management became aware of errors related to Member advances and the allowance for unrecoverable advances and concluded that (i) an error originated in the design of the journal entries related to the recoveries of Member advances and (ii) an error arose from the improper reconciliation of timing differences between the Member advances accounting records and the subledger, which resulted in the overstatement of Member advances, net of allowance for unrecoverable advances, and the understatement of the provision for unrecoverable advances. Management determined the effect of these corrections was material to the consolidated financial statements as of and for the years ended December 31, 2020 and 2019. Accordingly, the Company has restated the consolidated financial statements as of and for the year ended December 31, 2020 and 2019 in accordance with ASC 250, Accounting Changes and Error Corrections. In addition to the adjustments to correct the overstatement of Member advances, net of allowance for unrecoverable advances, and the understatement of the provision for unrecoverable advances in the consolidated financial statements as of and for the years ended December 31, 2020 and 2019, the Company also made the related adjustments to Prepaid income

 

56


Table of Contents

taxes, Income taxes payable, Other non-current liabilities and Provision for incomes taxes. These adjustments did not affect operating revenues, total cash flows from operating activities, financing activities or investing activities for any period presented.

Dave has begun implementation of a plan to remediate the material weaknesses described above. Those remediation measures are ongoing and include (i) hiring additional accounting and IT personnel to bolster its technical reporting, transactional accounting and IT capabilities; (ii) designing and implementing controls to formalize roles and review responsibilities and designing and implementing formal controls over segregation of duties; (iii) designing and implementing formal processes, accounting policies, procedures, and controls supporting Dave’s financial close process, including creating standard balance sheet reconciliation templates and journal entry controls; (iv) designing and implementing IT general controls, including controls over change management, the review and update of user access rights and privileges and computer operations controls; and (v) redesigning its internal controls around the allowance for unrecoverable advances to detect and prevent future errors.

While Dave believes these efforts will remediate the material weaknesses, Dave may not be able to complete its evaluation, testing or any required remediation in a timely fashion, or at all. Dave cannot assure you that the measures it has taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to its material weaknesses in internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. The effectiveness of Dave’s internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. If Dave is unable to remediate the material weaknesses or identifies additional material weakness in the future, Dave’s ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, to may adversely affect Dave’s reputation and business and the market price of the Combined Company. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of Dave’s securities and harm to Dave’s reputation and financial condition, or diversion of financial and management resources from the operation of Dave’s business.

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.

Dave’s forecasted operating results and projections are subject to significant uncertainty and rely in large part upon assumptions, analyses and internal estimates developed by Dave’s management, any or all of which may not prove to be correct or accurate. 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. Realization of the results forecasted will depend on the successful implementation by the Combined Company of Dave’s proposed business plan, and policies and procedures consistent with the assumptions. Future results will also be affected by events and circumstances beyond the Combined Company’s control. For example, the competitive environment, the Combined Company’s executive team, rapid technological change, general economic conditions, governmental regulation, uncertainties inherent in product development, Dave’s future financing needs and its ability to grow and to manage growth effectively. In particular, Dave’s forecasts and projections include forecasts and estimates relating to the pricing of its products and expected size and growth of the markets in which Dave operates or seeks to enter. See “Risk Factors — If the prices we charge for our products and services are unacceptable to our Members, our operating results will be harmed.” Dave’s forecasts and projections also assume that Dave is able to acquire new Members and retain current Members. See “Risk Factors — 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.” For the reasons described above, and as set forth elsewhere in these Risk Factors, it is likely that the actual results of Dave’s operations will be different from the results forecasted and those differences may be material and adverse. The forecasts were

 

57


Table of Contents

prepared by Dave’s management and have not been certified or examined by an accountant. Neither VPCC nor Dave has any duty to update the financial projections included in this proxy statement/prospectus.

We strive to deliver simple, transparent, and fair financial products, which may conflict with the short term interests of our stockholders.

Our core principle, and the foundation on which we have built our company, is to deliver simple, transparent, and fair financial products. Therefore, we have made in the past, and may make in the future, decisions that we believe will benefit our Members and therefore provide long-term benefits for our business, even if our decision negatively impacts our short-term results of operations. For example, the advances facilitated through our platform are non-recourse and currently have no mandatory fees. Our decisions may negatively impact our short-term financial results or not provide the long-term benefits that we expect, in which case the success of our business and results of operations could be harmed.

Negative publicity about us or our industry could adversely affect our business, results of operations, financial condition, and future prospects.

Negative publicity about us or our industry, including the transparency, fairness, Member experience, quality, and reliability of our platform or consumer fintech platforms in general, effectiveness of our risk models, our ability to effectively manage and resolve complaints, our privacy and security practices, litigation, regulatory activity, misconduct by our employees, funding sources, bank partners, service providers, or others in our industry, the experience of consumers with our platform or services, even if inaccurate, could adversely affect our reputation and the confidence in, and the use of, our platform, which could harm our reputation and cause disruptions to our platform. Any such reputational harm could further affect the behavior of consumers, including their willingness to obtain advances, deposit accounts, and other products and services facilitated through our platform. As a result, our business, results of operations, financial condition, and future prospects would be materially and adversely affected.

Our business, financial condition and results of operations have and may continue to be adversely affected by the COVID-19 pandemic or other similar epidemics or adverse public health developments, including government responses to such events.

There are many uncertainties regarding the current global pandemic involving a novel strain of coronavirus (“COVID-19”), and the Company continues to closely monitor the impact of the pandemic on all aspects of its business, including how it has and may in the future impact its Members, employees, suppliers, vendors, and business partners. The duration and magnitude of the continuing effects of COVID-19 on the Company’s Members remain uncertain and dependent on various factors, including the continued severity and transmission rate of the virus, new variants of the virus, the nature of and duration for which preventative measures remain in place, the extent and effectiveness of containment and mitigation efforts, including vaccination programs, and the type of stimulus measures and other policy responses that the U.S. government may further adopt.

Beginning in March 2020, the Company’s business and operations were disrupted by the conditions caused by COVID-19, which adversely affected Members’ spending levels and disposable income. Governmental actions such as the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) helped mitigate the effects of COVID-19 on the Company’s Members. In particular, stimulus funds and incremental unemployment benefits provided under the CARES Act created additional financial support for the Company’s Members; however, the overall economic conditions potentially increases Members’ credit risk. Economic conditions that affect personal finances of members could also impact repayment of non-recourse advances that we make to our members. The Company is concurrently evaluating its policies around the level and extent of Members’ cash advances and corresponding credit risk. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic and intends to make adjustments to its responses accordingly.

Additionally, concerns over the economic impact of the COVID-19 pandemic have caused volatility in financial and other capital markets, which may adversely affect our stock price following the Business Combination and our ability to access capital markets in the future.

 

58


Table of Contents

If we cannot maintain our company culture as we grow, our success and our business may be harmed.

We believe our culture has been a key contributor to our success to date and that the nature of the platform that we provide promotes a sense of greater purpose and fulfillment in our employees. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain these important aspects of our culture. If we fail to maintain our company culture, our business and competitive position may be adversely affected.

We use open source software in our products, which could subject us to litigation or other actions.

We use open source software in our products. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate it into their products. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition, or require us to devote additional research and development resources to change our products. In addition, if we were to combine our proprietary software products with open source software in a certain manner under certain open source licenses, we could be required to release the source code of our proprietary software products. If we inappropriately use or incorporate open source software subject to certain types of open source licenses that challenge the proprietary nature of our products, we may be required to re-engineer such products, discontinue the sale of such products, or take other remedial actions.

Natural catastrophic events, pandemics and man-made problems such as power-disruptions, computer viruses, data security breaches, and terrorism may disrupt our business.

Natural disasters, pandemics such as COVID-19, or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could harm our business. We have a large employee presence in Los Angeles, California, and our data centers are located in Iowa. The west coast of the United States contains active earthquake zones and the greater Los Angeles area has experienced major fire danger in the past five years and may experience major fires in the future. In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, vandalism, cyber-attack, war, or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in the availability of our products and services, breaches of data security, and loss of critical data, all of which could harm our business, operating results, and financial condition.

Additionally, as computer malware, viruses, and computer hacking, fraudulent use attempts, and phishing attacks have become more prevalent, we, and third parties upon which we rely, face increased risk in maintaining the performance, reliability, security, and availability of our solutions and related services and technical infrastructure to the satisfaction of our Members. Any computer malware, viruses, computer hacking, fraudulent use attempts, phishing attacks, or other data security breaches related to our network infrastructure or information technology systems or to computer hardware we lease from third parties, could, among other things, harm our reputation and our ability to retain existing Members and attract new Members.

In addition, the insurance we maintain may be insufficient to cover our losses resulting from disasters, cyber-attacks, or other business interruptions, and any incidents may result in loss of, or increased costs of, such insurance.

Risks Related to Regulatory and Legal Matters

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.

Determinations of compliance with applicable legal and regulatory requirements can be highly technical and subject to varying interpretations. From time to time we become aware of instances where our products and

 

59


Table of Contents

services have not fully complied with requirements under applicable laws and regulations. When we become aware of such an instance, whether as a result of our compliance reviews, regulatory inquiry, Member complaint or otherwise, we generally conduct a review of the activity in question and determine how to address it, such as modifying the product, making Member refunds or taking other remedial actions

Failure to comply with applicable laws, regulations, rules and guidance, or any finding that our past forms, practices, processes, procedures, controls or infrastructure were insufficient or not in compliance, could subject us to regulatory enforcement actions, result in the assessment against us of civil, monetary, criminal or other penalties (some of which could be significant in the case of knowing or reckless violations), result in the issuance of cease and desist orders (which can include orders for restitution, as well as other kinds of affirmative relief), require us to refund payments, interest or fees, result in a determination that certain financial products are not collectible, result in a suspension or revocation of licenses or authorization to transact business, result in a finding that we have engaged in unfair and deceptive acts or practices, limit our access to services provided by third-party financial institutions or cause damage to our reputation, brands and valued Member relationships. We may also incur additional, substantial expenses to bring those products and services into compliance with the laws of various jurisdictions or as a result choose to stop offering certain products and services in certain jurisdictions.

Our failure to comply with any regulations, rules, or guidance applicable to our business could have a material adverse effect on our business. In addition, changes to, or the discontinuation of, certain products and services necessary to maintain compliance with regulatory and legal requirements or to adequately manage compliance-related risks may result in corresponding changes to or limitations on the fees we can charge and other sources of revenue we currently rely upon. Such failures or changes to our products, services or business may have substantial adverse effects on our prospects, results of operations, financial condition and cash flows and could prohibit or directly or indirectly impair our ability to continue current operations.

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.

We are required to comply with frequently changing federal, state, and local laws and regulations that regulate, among other things, the terms of the financial products and services we offer. New laws or regulations may require us to incur significant expenses to ensure compliance. Federal and state regulators of consumer financial products and services are also enforcing existing laws, regulations, and rules more aggressively, and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks. For example, State attorneys general have indicated that they will take a more active role in enforcing consumer protection laws, including through the establishment of state consumer protection agencies as well as the use of Dodd-Frank Act provisions that authorize state attorneys general to enforce certain provisions of federal consumer financial laws and obtain civil money penalties and other relief available to the CFPB.

In addition, regulators are interpreting existing laws, regulations and rules in new and different ways as they attempt to apply them to novel products and business models such as ours. Changes in the laws, regulations and enforcement priorities applicable to our business, or changes in the way existing laws and regulations are interpreted and applied to us, could have a material impact on our business model, operations and financial position. In some cases, these measures could even directly prohibit some or all of our current business activities in certain jurisdictions or render them unprofitable and/or impractical to continue.

The application of traditional federal and state consumer protection statutes and related regulations to innovative products offered by financial technology companies such as us is often uncertain, evolving and unsettled. To the extent that our products are deemed to be subject to any such laws, we could be subject to additional compliance obligations, including state licensing requirements, disclosure requirements and usury or fee limitations, among other things. Application of such requirements and restrictions to our products and services could require us to

 

60


Table of Contents

make significant changes to our business practices (which may increase our operating expenses and/or decrease revenue) and, in the event of retroactive application of such laws, subject us to litigation or enforcement actions that could result in the payment of damages, restitution, monetary penalties, injunctive restrictions, or other sanctions, any of which could have a material adverse effect on our business, financial position, and results of operations.

Further, we may not be able to respond quickly or effectively to regulatory, legislative, and other developments, and these changes may in turn impair our ability to offer our existing or planned features, products, and services and/or increase our cost of doing business. In addition, we expect to continue to launch new products and services in the coming years, which may subject us to additional legal and regulatory requirements under federal, state and local laws and regulations. To the extent the application of these laws or regulations to our new offerings is unclear or evolving, including changing interpretations and the implementation of new or varying regulatory requirements by federal or state governments and regulators, this may significantly affect or change our proposed business model, increase our operating expenses and hinder or delay our anticipated launch timelines for new products and services.

If we were to become directly subject to banking regulations or be subjected to additional third-party risk management obligations, our business model may need to be substantially altered and we may not be able to continue to operate our business as it is currently operated.

We are not currently subject to laws and regulations applicable to traditional banks. However, banking products made available through us by our bank partner remain subject to regulation and supervision by our bank partner’s regulators and we, as a service provider to our bank partner, undertake certain compliance obligations. If we were to become directly subject to banking regulations or if the third-party risk management requirements applicable to us were to change, our business model may need to be substantially altered and we may not be able to continue to operate our business as it is currently operated. Failure by us, or any of our business partners, to comply with applicable laws and regulations could have a material adverse effect on our business, financial position and results of 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.

We are subject to extensive regulation under United States federal and state laws and regulations. Regulators have broad discretion with respect to the interpretation, implementation, and enforcement of these laws and regulations, including through enforcement actions that could subject us to civil money penalties, Member remediations, increased compliance costs, and limits or prohibitions on our ability to offer certain products or services or to engage in certain activities. Any failure or perceived failure to comply with any of these laws or regulations could subject us to lawsuits or governmental actions and/or damage our reputation, which could materially and adversely affect our business. Moreover, any competitors subject to different, or in some cases less restrictive, legislative or regulatory regimes may have or obtain a competitive advantage over us.

We are subject to the regulatory and enforcement authority of the Consumer Financial Protection Bureau (“CFPB”), which oversees compliance with federal consumer financial protection laws. In addition, our partnership with Evolve Bank is subject to the supervisory authority of the Federal Reserve, which is Evolve Bank’s primary federal bank regulator. The CFPB has broad enforcement powers, and upon determining a violation of applicable law has occurred can order, among other things, rescission or reformation of contracts, the refund of moneys, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil money penalties. At this time, we are unable to predict the outcome of this CFPB investigation, including whether the investigation will result in any action, proceeding, fines or penalties against us. The cost of responding to investigations can be substantial and an adverse resolution to an investigation, including a consent order or other settlement, may have a material adverse effect on our business, financial position, results of operations and future prospects

 

61


Table of Contents

In June 2020, we received a Civil Investigative Demand (“CID”) notifying us that the CFPB had opened a non-public investigation into various aspects of our non-recourse cash paycheck advance business in compliance with the prohibition against UDAAPs, the EFTA, and, to the extent it applies, the Truth in Lending Act. We provided the CFPB with all information and documents required by the CID, and on September 27, 2021, the CFPB staff notified us that it currently did not intend to recommend that the CFPB take any enforcement action.

We have been and may in the future also be subject to investigations and potential enforcement actions that may be brought by state regulatory authorities, state attorneys general or other state enforcement authorities and other governmental agencies. Any such actions could subject us to civil money penalties and fines, Member remediations, and increased compliance costs, damage our reputation and brand and limit or prohibit our ability to offer certain products and services or engage in certain business practices. Further, in some cases, regardless of fault, it may be less time-consuming or costly to settle these matters, which may require us to implement certain changes to our business practices, provide remediation to certain individuals or make a settlement payment to a given party or regulatory body.

If we were found to be operating without having obtained necessary state or local licenses, it could adversely affect our business, results of operations, financial condition, and future prospects.

Certain states have adopted laws regulating and requiring licensing, registration, notice filing, or other approval by parties that engage in certain activities regarding consumer finance transactions. We have also received inquiries from state regulatory agencies regarding requirements to obtain licenses from or register with those states, including in states where we have determined that we are not required to obtain such a license or be registered with the state, and we expect to continue to receive such inquiries. The application of some consumer financial licensing laws to our platform and the related activities it performs is unclear. In addition, state licensing requirements may evolve over time, including, in particular, recent trends in legislation seeking to impose licensing requirements and regulation of parties engaged in non-recourse advance activities.

If we were found to be in violation of applicable state licensing requirements by a court or a state, federal, or local enforcement agency, or agree to resolve such concerns by voluntary agreement, we could be subject to or agree to pay fines, damages, injunctive relief (including required modification or discontinuation of our business in certain areas), criminal penalties, and other penalties or consequences, and the non-recourse advances facilitated through our platform could be rendered void in whole or in part, any of which could have an adverse effect on our business, results of operations, and financial condition. For example, we have received and responded to inquiries from the New York Department of Financial Services in connection with a multi-state investigation of nonrecourse advance and early wage access companies, as well as the Washington State Department of Financial Institutions, the Kentucky Department of Financial Institutions, in each case regarding whether the non-recourse advance products we offer in those states should subject us to state licensing and related requirements. In August 2021, we entered into a Memorandum of Understanding (“MOU”) with the California Department of Financial Protection and Innovation (“CA DFPI”). The MOU requires us to provide the CA DFPI with certain information as requested by the CA DFPI and adhere to certain best practices in connection with our non-recourse cash advance product (including certain disclosures related to us not being licensed by the CA DFPI).

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.

We are subject to a variety of laws, rules, directives, and regulations, as well as contractual obligations, relating to the processing of personal information, including personally identifiable information. The regulatory framework for privacy and data protection worldwide is rapidly evolving and, as a result, implementation standards and enforcement practices are likely to continue to evolve for the foreseeable future. Legislators and regulators are increasingly adopting or revising privacy and data protection laws, rules, directives, and regulations that could have a significant impact on our current and planned privacy and data protection-related practices; our processing of consumer or employee information; and our current or planned business activities.

 

62


Table of Contents

Compliance with current or future privacy and data protection laws (including those regarding security breach notification) affecting consumer and/or employee data to which we are subject could result in higher compliance and technology costs and could restrict our ability to provide certain products and services (such as products or services that involve us sharing information with third parties or storing sensitive information), which could materially and adversely affect our profitability and could reduce income from certain business initiatives.

Our failure, or the failure of any third party with whom we work, to comply with privacy and data protection laws could result in potentially significant regulatory investigations and government actions, litigations, fines, or sanctions, consumer, funding source, or bank partner actions, and damage to our reputation and brand, all of which could have a material adverse effect on our business. Complying with privacy and data protection laws and regulations may cause us to incur substantial operational costs or require us to change our business practices. We may not be successful in our efforts to achieve compliance either due to internal or external factors, such as resource allocation limitations or a lack of vendor cooperation. We have in the past, and may in the future, receive complaints or notifications from third parties alleging that we have violated applicable privacy and data protection laws and regulations. Non-compliance could result in proceedings against us by governmental entities, consumers, data subjects, or others. We may also experience difficulty retaining or obtaining new consumers in these jurisdictions due to the legal requirements, compliance cost, potential risk exposure, and uncertainty for these entities, and we may experience significantly increased liability with respect to these consumers.

In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that may apply to us. Because the interpretation and application of privacy and data protection laws, regulations, rules, and other standards are still uncertain, it is possible that these laws, rules, regulations, and other actual or alleged legal obligations, such as contractual or self-regulatory obligations, may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the functionality of our platform. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which could have an adverse effect on our business.

Any failure or perceived failure by us to comply with laws, regulations, policies, legal, or contractual obligations, industry standards, or regulatory guidance relating to privacy or data security, may result in governmental investigations and enforcement actions, litigation, fines and penalties, or adverse publicity, and could cause our Members and partners to lose trust in us, which could have an adverse effect on our reputation and business. We expect that there will continue to be new proposed laws, regulations, and industry standards relating to privacy, data protection, marketing, consumer communications, and information security, and we cannot determine the impact such future laws, regulations, and standards may have on our business. Future laws, regulations, standards, and other obligations or any changed interpretation of existing laws or regulations could impair our ability to develop and market new functionality and maintain and grow our Member base and increase revenue. Future restrictions on the collection, use, sharing, or disclosure of data, or additional requirements for express or implied consent of our Members, partners, or end users for the use and disclosure of such information could require us to incur additional costs or modify our platform, possibly in a material manner, and could limit our ability to develop new functionality.

If we are not able to comply with these laws or regulations, or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain products, which would negatively affect our business, financial condition, and operating results. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise adversely affect the growth of our business. Furthermore, any costs incurred as a result of this potential liability could harm our operating results.

Any future litigation against us could be costly and time-consuming to defend.

We have in the past and may in the future become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our Members in connection with commercial disputes,

 

63


Table of Contents

employment claims made by our current or former employees, or claims for reimbursement following misappropriation of Member data. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, overall financial condition, and operating results. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our operating results and leading analysts or potential investors to reduce their expectations of our performance, which could reduce the trading price of our stock following the Business Combination.

Risks Related to Ownership of the Combined Company Common Stock after the Closing of the Business Combination

The dual class structure of the Combined Company Common Stock has the effect of concentrating voting control with Jason Wilk, Dave’s founder, members of the Combined Company Board and its Chief Executive Officer and President, respectively. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a change in control.

Shares of Combined Company Class V Common Stock will have 10 votes per share, while shares of Combined Company Class A Common Stock will have one vote per share. Jason Wilk, Dave’s co-founder and its Chief Executive Officer and President, respectively, will hold all of the issued and outstanding shares of Combined Company Class V Common Stock following the Closing of the Business Combination. Accordingly, Mr. Wilk will hold approximately 69.0% of the voting power of the Combined Company’s capital stock on a fully-diluted basis (assuming, among other things, that no public shareholders elect to have their public shares redeemed) and will be able to control matters submitted to its stockholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of the Combined Company’s assets or other major corporate transactions. Mr. Wilk may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of the Combined Company, could deprive its stockholders of an opportunity to receive a premium for their capital stock as part of a sale of the Combined Company and might ultimately affect the market price of shares of the Combined Company Class A Common Stock. For information about the Combined Company’s dual class structure, see the section titled “Description of Securities.”

The Combined Company’s dual class structure may depress the trading price of the Combined Company Class A Common Stock.

The Combined Company cannot predict whether its dual class structure will result in a lower or more volatile market price of the Combined Company Class A Common Stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, pursuant to which companies with multiple classes of shares of common stock are excluded. In addition, several stockholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of the Combined Company’s Common Stock may cause stockholder advisory firms to publish negative commentary about the Combined Company’s corporate governance practices or otherwise seek to cause the Combined Company to change its capital structure. Any such exclusion from indices or any actions or publications by stockholder advisory firms critical of the Combined Company’s corporate governance practices or capital structure could adversely affect the value and trading market of the Combined Company Class A Common Stock.

There can be no assurance that Combined Company Class A Common Stock will be able to comply with the listing standards of Nasdaq.

VPCC’s Units, VPCC Class A Common Stock and Public Warrants are currently listed on the NYSE and, in connection with the Closing, we intend to list the Combined Company Class A Common Stock and the Public

 

64


Table of Contents

Warrants on Nasdaq under the symbols “DAVE” and “DAVEW.” The Combined Company’s eligibility for listing may depend on, among other things, the number of Public Shares that are redeemed. There can be no assurance that Combined Company will be able to comply with the listing standards of Nasdaq. If, after the Business Combination, Nasdaq delists the Combined Company’s Class A common stock from trading on its exchange for failure to meet the listing standards, our stockholders could face significant material adverse consequences including:

 

   

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.

An active trading market for Combined Company Class A Common Stock may never develop or be sustained, which may make it difficult to sell the shares of Combined Company Class A Common Stock you receive.

Following the Business Combination, the price of Combined Company Class A Common Stock may fluctuate significantly due to the market’s reaction to the Business Combination, general market and economic conditions and forecasts, our general business condition and the release of our financial reports. An active trading market for Combined Company Class A Common Stock may not develop or continue or, if developed, may not be sustained, which would make it difficult for you to sell your shares of Combined Company Class A Common Stock at an attractive price (or at all). The market price of Combined Company Class A Common Stock may decline below your deemed purchase price, and you may not be able to sell your shares of Combined Company Class A Common Stock at or above that price (or at all). Additionally, if Combined Company Class A Common Stock is delisted from Nasdaq for any reason, and is quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of Combined Company Class A Common Stock may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your Combined Company Class A Common Stock unless a market can be established or sustained.

The market price of Combined Company Class A Common Stock and warrants may be volatile, which could cause the value of your investment to decline.

If an active market for Combined Company Class A Common Stock and warrants develops and continues, the trading price of Combined Company Class A Common Stock and warrants following the Business Combination could be volatile and subject to wide fluctuations. The trading price of Combined Company Class A Common Stock and warrants following the Business Combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. Accordingly, the valuation ascribed to the Combined Company in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. Any of the factors listed below could have a material adverse effect on your investment in Combined Company Class A Common Stock and warrants, and Combined Company Class A Common Stock and warrants may trade at prices significantly below the price you were deemed to have paid for them. In such circumstances, the trading price of Combined Company Class A Common Stock and warrants may not recover and may experience a further decline.

Factors affecting the trading price of Combined Company Class A Common Stock and warrants following the Business Combination may include:

 

   

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

 

65


Table of Contents
   

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.

Broad market and industry factors may materially harm the market price of Combined Company Class A Common Stock and warrants, regardless of our actual operating performance. The stock market in general and Nasdaq have, from time to time, experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Combined Company Class A Common Stock and warrants, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of Combined Company Class A Common Stock or warrants also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

The Combined Company’s issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to our employees, directors and consultants under our equity incentive plans. We

 

66


Table of Contents

may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of Combined Company Common Stock to decline.

Future sales of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of Combined Company Class A Common Stock.

Sales of a substantial number of shares of Combined Company Class A Common Stock in the public market after the Closing, or the perception that such sales could occur, could adversely affect the market price of Combined Company Class A Common Stock and may make it more difficult for you to sell your Combined Company Class A Common Stock at a time and price that you deem appropriate. Immediately following the Closing and assuming consummation of the sale of shares pursuant to the PIPE Investment, there will be an estimated 319,293,816 shares of Combined Company Class A Common Stock outstanding, assuming that none of the VPCC Stockholders exercise their redemption rights, and the Dave Stockholders, the Sponsor and the PIPE Investors will collectively own approximately 93.5% of the outstanding shares of Combined Company Class A Common Stock. Assuming redemptions of all Public Shares (being our estimate of the maximum number of Public Shares that could be redeemed in connection with the Business Combination in order to satisfy the related minimum cash condition contained in the Merger Agreement) are redeemed in connection with the Business Combination, in the aggregate, the collective ownership of the Dave Stockholders, the Sponsor and the PIPE Investors would rise to an estimated 100% of the outstanding shares of Combined Company Class A Common Stock as of the Closing. Immediately following the Closing, and assuming the no redemption scenario, we expect that approximately 1.6% of the outstanding shares of Combined Company Class A Common Stock will be held by the Founder Holders.

The Sponsor and VPCC’s executive officers and directors entered into a letter agreement with VPCC, pursuant to which they agreed not to transfer, assign or sell (except to certain permitted transferees) (a) any Founder Shares until one year after the Closing or earlier if subsequent to the Business Combination, (i) the date, which is on or after the 150-day anniversary of the Closing Date, on which the closing price of Combined Company Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination (which clause (a) has been amended by the Founder Holder Agreement) or (ii) the Combined Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Combined Company’s stockholders having the right to exchange their shares of the Combined Company Class A Common Stock for cash, securities or other property and (b) any Private Placement Warrants (or shares of Combined Company Class A Common Stock upon exercise thereof) until 30 days after the completion of VPCC’s initial business combination. See the section entitled “The Business Combination and the Merger Agreement—Certain Agreements Related to the Business Combination—Lockup Agreements.”

Neither certain Dave Stockholders nor the PIPE Investors will be restricted from selling any of their shares of our Combined Company Class A Common Stock following the Closing, other than pursuant to the lock-up described below or by applicable securities laws. Sales of substantial amounts of Combined Company Class A Common Stock in the public market after the Business Combination, or the perception that such sales will occur, could adversely affect the market price of Combined Company Class A Common Stock and make it difficult for us to raise funds through securities offerings in the future.

At the Closing, the Combined Company, the Founder Holders and certain Dave Stockholders (including the Written Consent Parties), in each case who will receive Combined Company Class A Common Stock pursuant to the Merger Agreement and the transactions contemplated thereby will enter into the Investor Rights Agreement in respect of the shares of Combined Company Common Stock held by the Founder Holders and such Dave Stockholders following the Closing. Pursuant to such agreement, among other things, the Founder Holders will

 

67


Table of Contents

agree not to sell, transfer, pledge or otherwise dispose of shares of Combined Company Class A Common Stock, shares of Combined Company Class V Common Stock or other securities exercisable therefor (as applicable), except for certain permitted transfers, for (i) in respect of the Dave Stockholders, six months following the Closing and (ii) in respect of the Founder Holders, the earlier of (x) 12 months following the Closing, (y) the date, which is on or after the 150-day anniversary of the Closing Date, on which the Combined Company Class A Common Stock achieves a trading price of at least $12.00 (as such trading price may be adjusted) for any 30-trading day period commencing on or after on or after the 150-day anniversary of the Closing, and (z) the date on which the Combined Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction resulting in all of the stockholders of the Combined Company having the right to exchange their shares of Combined Company Common Stock for cash, securities or other property.

Because we have no current plans to pay cash dividends on Combined Company Class A Common Stock, you may not receive any return on investment unless you sell your shares of for a price greater than that which you are deemed to have paid for it.

We have no current plans to pay cash dividends on Combined Company Class A Common Stock. The declaration, amount and payment of any future dividends will be at the sole discretion of Combined Company board of directors. The Combined Company board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications on the payment of dividends by us to our stockholders and such other factors as Combined Company board of directors may deem relevant. In addition, the terms of any future indebtedness would likely contain a number of restrictive covenants that impose significant operating and financial restrictions on us, including restricting or limiting our ability to pay cash dividends. Accordingly, the Combined Company may not pay any dividends on Combined Company Class A Common Stock in the foreseeable future.

If securities and industry analysts do not publish or cease publishing research or reports, or publish inaccurate or unfavorable research or reports, about our business or our market, our stock price and trading volume could decline.

The trading market for Combined Company Class A Common Stock and warrants will depend, in part, on the research and reports that securities and industry analysts publish about us, our business and our market. Securities and industry analysts do not currently, and may never, publish research on VPCC or the Combined Company. If securities and industry analysts do not commence coverage of the Combined Company, the Combined Company’s stock price and trading volume would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock, publish inaccurate or unfavorable research about our business or our market, or provide more favorable relative recommendations about our competitors, the Combined Company’s stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for the Combined Company’s stock could decrease, which might cause the Combined Company’s stock price and trading volume to decline.

The Combined Company’s charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of the Combined Company’s stock.

Assuming the passage of the Charter Amendment Proposal, certain provisions of the Proposed Charter and the Combined Company Amended and Restated Bylaws, as they will be in effect following the Closing, may have the effect of rendering more difficult, delaying, or preventing a change of control or changes in the Combined Company’s management. These provisions will provide for, among other things:

 

   

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;

 

68


Table of Contents
   

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.

These provisions may frustrate or prevent any attempts by stockholders of the Combined Company to replace or remove the Combined Company’s management by making it more difficult for stockholders to replace members of the Combined Company board of directors, which is responsible for appointing the members of our management. In addition, institutional stockholder representative groups, stockholder activists and others may disagree with our corporate governance provisions or other practices, including anti-takeover provisions, such as those listed above. We generally will consider recommendations of institutional stockholder representative groups, but we will make decisions based on what our board and management believe to be in the best long-term interests of the Combined Company and stockholders; however, these groups could make recommendations to our stockholders against our practices or our board members if they disagree with our positions.

Finally, upon the Closing, we will not opt out of the provisions of Section 203 of the DGCL, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

These and other provisions in the Proposed Charter and the amended and restated bylaws of the Combined Company to be in effect upon the closing of the Business Combination and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of Combined Company Class A Common Stock and result in the market price of Combined Company Class A Common Stock being lower than it would be without these provisions.

The Proposed Charter will provide that a state or federal court located within the state of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a chosen judicial forum for disputes with the Combined Company or its directors, officers, employees, or stockholders.

VPCC’s Existing Charter provides and, assuming the passage of the Charter Amendment Proposal, the Proposed Charter that will be effective following the Closing will provide, to the fullest extent permitted by law, that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

 

   

any derivative action or proceeding brought on behalf of the Combined Company;

 

69


Table of Contents
   

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.

This provision would not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act or any claim for which the U.S. federal courts have exclusive jurisdiction. The Proposed Charter will further provide that, 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 will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder.

The Proposed Charter will provide that a state or federal court located within the state of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a chosen judicial forum for disputes with the Combined Company or its directors, officers, employees, or stockholders. If any other court of competent jurisdiction were to find either exclusive-forum provision in the Proposed Charter to be inapplicable or unenforceable, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could adversely affect our business, financial condition and results of operations. In addition, although the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our federal forum selection clause.

Risks Related to the Business Combination and VPCC

The Sponsor and each of VPCC’s officers and directors have agreed to vote in favor of the Business Combination and the other Proposals described herein to be presented at the Special Meeting, regardless of how our Public Stockholders vote.

The Sponsor and each of VPCC’s officers and directors have agreed to, among other things, vote in favor of the Business Combination Proposal and the other Proposals described herein to be presented at the Special Meeting. As of the date of this proxy statement/prospectus, the Initial Stockholders collectively own approximately 20.0% of the outstanding shares of VPCC Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Initial Stockholders agreed to vote their Founder Shares in accordance with the majority of the votes cast by our Public Stockholders.

Neither the VPCC Board nor any committee thereof obtained a third party valuation in determining whether or not to pursue the Business Combination.

Neither the VPCC Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that we are paying for Dave is fair to us from a financial

 

70


Table of Contents

point of view. Neither the VPCC Board nor any committee thereof obtained a third party valuation in connection with the Business Combination. In analyzing the Business Combination, the VPCC Board conducted due diligence on Dave. The VPCC Board also consulted with VPCC’s management and its legal counsel, financial advisor and other advisors and considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “The Business Combination and the Merger Agreement—VPCC’s Board of Directors’ Reasons for the Approval of the Business Combination,” and concluded that the Business Combination was in the best interest of the VPCC Stockholders. Accordingly, investors will be relying solely on the judgment of the VPCC Board in valuing Dave, and the VPCC Board may not have properly valued such businesses. The lack of a third party valuation may also lead an increased number of stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

Since the Sponsor and the members of VPCC’s management team have interests that are different, or in addition to (and which may conflict with), the interests of our stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if our business combination is not completed.

When you consider the recommendation of the VPCC Board in favor of approval of the Business Combination Proposal and the other Proposals included herein, you should keep in mind that the Sponsor and VPCC’s directors have interests in such Proposal that are different from, or in addition to, those of our stockholders and warrant holders generally. The VPCC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Merger Agreement and in recommending to our stockholders that they vote in favor of the Proposals presented at the Special Meeting, including the Business Combination Proposal. VPCC Stockholders should take these interests into account in deciding whether to approve the Proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:

 

   

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 $62,997,409.50 based upon the closing price of $9.93 per share of VPCC Class A Common Stock on the NYSE on October 5, 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.

 

71


Table of Contents
 

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 $1.75 per warrant on the NYSE on October 5, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

   

Affiliates of Victory Park entered into a financing agreement with Dave on January 27, 2021 (the “Existing Financing Agreement”), pursuant to which, among other things, such affiliates of Victory Park have provided Dave with a $100 million delayed draw credit facility in order to finance future growth of Dave’s advance portfolio and accelerate growth of certain of Dave’s products through marketing initiatives. The amounts drawn under the Existing Financing Agreement generally accrue an interest rate equal to the sum of (i) 2.55% per annum (or the London Interbank Offered Rate last quoted by the Wall Street Journal for despots of U.S. Dollars for a period of three months on the last business day of each calendar month, whichever is higher) plus (ii) 6.95% per annum on the portion of the outstanding balance of amounts drawn that is less than or equal to $50 million, plus (iii) 5.95% per annum on the portion of the outstanding balance of amounts drawn that is greater than $50 million and less than or equal to $75 million, plus (iv) 5.45% per annum on the portion of the outstanding balance of amounts drawn that is greater than $75 million. The Existing Financing Agreement also includes, among other terms, representations and warranties on behalf Dave and its subsidiaries, rights of such affiliates of Victory Park in the event of certain specified events of defaults, provisions regarding repayment of outstanding amounts drawn, and prohibitions on certain actions by Dave and its subsidiaries. As of the date of this proxy statement/prospectus, $30 million has been drawn by Dave under the Existing Financing Agreement. The parties anticipate that the Existing Financing Agreement will remain in place following the Closing of the Business Combination, and as such affiliates of Victory Park will be creditors of Dave following the consummation of the Business Combination.

 

   

Affiliates of Victory Park hold Dave Warrants that represent the right to purchase approximately 1.4% 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”) and (y) the occurrence of a liquidity event of Dave, which is broadly defined and includes a transaction or series of related transactions whereby a special acquisition company merges with or acquires equity interests of Dave (or any surviving or resulting company) and which transaction results in Dave (or any surviving or resulting company into which Dave is merged, consolidated, reorganized or combined), or any parent company that directly or indirectly beneficially owns Dave, being listed on a U.S. national securities exchange or market (a “liquidity event”). Such Dave Warrants are exercisable for a per share exercise price equal to (x) in the event such Dave Warrants are exercised in connection with or following a qualified financing event, the lowest price per share paid by a cash investor in connection with such qualified financing event or (y) in the event such Dave Warrants are exercised in connection with a liquidity event, the greater of (i) 80% of the fair market value of each share of common stock of Dave and (ii) approximately $3.75 per share (as adjusted for stock splits, stock combinations, etc.). Immediately prior to the Closing, it is anticipated that Dave Warrants to purchase 0.2% of the fully diluted equity of Dave will be vested and exercised into shares of Dave Capital Stock, with the remaining Dave Warrants terminating in accordance with their terms and the terms of the Merger Agreement. Accordingly, affiliates of Victory Park will receive shares of Combined Company Class A Common Stock in connection with the Business Combination through their ownership of Dave Warrants.

 

72


Table of Contents
   

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 $62,997,409.50, based on the closing price of the VPCC Class A Common Stock on October 5, 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.

The existence of financial and personal interests of one or more of VPCC’s directors may result in a conflict of interest on the part of such director(s) between what such director(s) may believe is in the best interests of VPCC and its stockholders and what such director(s) may believe is best for such director(s) in determining to recommend that stockholders vote for the Proposals. See the section titled “The Business Combination and the Merger Agreement—Interests of Certain VPCC Persons in the Business Combination” for a further discussion of these considerations.

 

73


Table of Contents

The financial and personal interests of the Sponsor as well as VPCC’s directors may have influenced their motivation in identifying and selecting Dave as a business combination target, completing an initial business combination with Dave and influencing the operation of the business following the initial business combination. In considering the recommendations of VPCC’s Board to vote for the Proposals, its stockholders should consider these interests.

Citigroup and Jefferies may have a potential conflict of interest regarding the Business Combination

Each of Citigroup Global Markets Inc. (“Citigroup”) and Jefferies LLC (“Jefferies”) served as underwriters in the IPO, and, upon consummation of the Business Combination, they will be entitled to receive $8,881,809 of deferred underwriting commission, of which Citigroup and Jefferies are each entitled to $4,440,904.50. The underwriters of the IPO have agreed to waive their rights to the deferred underwriting commission held in the trust account in the event VPCC does not complete an initial business combination within 24 months of the closing of the IPO. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and VPCC is therefore required to be liquidated, Citigroup and Jefferies will not receive any of the deferred underwriting commission and such funds will be returned to VPCC’s public stockholders upon its liquidation.

Furthermore, Citigroup and Jefferies were engaged by VPCC as its capital markets advisors in connection with the Business Combination and as co-placement agents in connection with the PIPE Investment.

In addition to paying each of Citigroup and Jefferies a capital markets advisory and placement agent fee upon the Closing of the Business Combination for their roles as capital markets advisors and co-placement agents, VPCC agreed to reimburse Citigroup and Jefferies for reasonable out-of-pocket expenses, including the fees and disbursements of Citigroup’s and Jefferies’ outside attorneys, and to indemnify Citigroup and Jefferies and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to their engagements.

Both Citigroup and Jefferies have an interest in VPCC completing a business combination prior to the expiration of the 24 month period following the closing of the IPO, and they both may have a potential conflict of interest given that they are entitled to the deferred portion of their underwriting compensation, and their capital markets advisory fees and placement agent fees are payable only if an initial business combination is completed within the specified timeframe. In considering approval of the Business Combination, VPCC’s stockholders should consider the roles of Citigroup and Jefferies in light of this potential conflict.

The exercise of the VPCC management team’s discretion in agreeing to changes or waivers in the terms of the Merger Agreement, including closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in the VPCC Stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require VPCC to agree to amend the Merger Agreement, to consent to certain actions taken by Dave or to waive rights that VPCC is entitled to under the Merger Agreement, including those related to closing conditions. Such events could arise because of changes in the course of Dave’s businesses or a request by Dave to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Dave’s businesses and would entitle VPCC to terminate the Merger Agreement. In any of such circumstances, it would be at VPCC’s discretion, acting through the VPCC Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what such director(s) may believe is best for VPCC and its stockholders and what such director(s) may believe is best for such director(s) in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, VPCC does not believe there will be any changes or waivers that VPCC’s management team would be likely to make after the approval of the Business Combination Proposal by the VPCC Stockholders has been

 

74


Table of Contents

obtained. While certain changes could be made without further stockholder approval, VPCC will circulate a new or amended proxy statement/prospectus and resolicit the VPCC Stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

Because the Combined Company will be a “controlled company” within the meaning of the Nasdaq rules, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

So long as more than 50% of the voting power for the election of directors of the Combined Company is held by an individual, a group or another company, the Combined Company will qualify as a “controlled company” within the meaning of Nasdaq corporate governance standards. Following the completion of the Business Combination, Mr. Wilk will control over 70.3% of the voting power of the Combined Company’s outstanding capital stock, assuming the no redemption scenario. As a result, the Combined Company will be a “controlled company” within the meaning of the Nasdaq corporate governance standards and will not be subject to the requirements that would otherwise require us to have: (i) a majority of independent directors; (ii) a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities ; and (iii) director nominees selected, or recommended for the Combined Company Board’s selection, either by a majority of the independent directors in a vote in which only independent directors participate or a nominating committee comprised solely of independent directors.

Mr. Wilk may have his interest in the Combined Company diluted due to future equity issuances or his own actions in selling shares of Combined Company Class V common stock, in each case, which could result in a loss of the “controlled company” exemption under the Nasdaq listing rules. The Combined Company would then be required to comply with those provisions of the Nasdaq listing requirements.

VPCC and Dave will incur significant transaction and transition costs in connection with the Business Combination.

VPCC and Dave have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the Closing. We and Dave may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of, or paid by, the party incurring such fees, expenses and costs, or otherwise paid by the Combined Company following the Closing.

VPCC’s transaction expenses as a result of the Business Combination are currently estimated at approximately $[●] in deferred underwriting discount and other advisory fees and transaction expenses. The amount of the deferred underwriting discount will not be adjusted for any shares that are redeemed in connection with the Business Combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting discount and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting discount.

The announcement of the proposed Business Combination could disrupt Dave’s relationships with its Members, suppliers and others, as well as its operating results and business generally.

Whether or not the Business Combination is ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Dave’s business include the following:

 

   

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;

 

75


Table of Contents
   

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.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Dave’s results of operations and cash available to fund its businesses.

Subsequent to the Closing, we may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Dave has identified all material issues or risks associated with Dave, its business or the industry in which it competes. Furthermore, we cannot assure you that factors outside of Dave’s and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or the Combined Company. Additionally, we have no indemnification rights against the Dave stockholders under the Merger Agreement and all of the purchase price consideration will be delivered to the Dave stockholders at the Closing. Accordingly, any stockholders or warrant holders of VPCC who choose to remain Combined Company stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares and warrants. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.

The historical financial results of Dave and unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus may not be indicative of what our actual financial position or results of operations would have been.

The historical financial results of Dave included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows Dave would have achieved as a public company during the periods presented or those we will achieve in the future. The Combined Company’s financial condition and future results of operations could be materially different from amounts reflected in Dave’s historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare the Combined Company’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, VPCC being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Dave on the date the Business Combination closes and the number of our Public Shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of the Combined Company’s future operating or financial performance and the Combined Company’s actual financial condition and results of operations may vary materially from the pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. Please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

76


Table of Contents

If we are unable to increase our revenues or our operating costs are higher than expected, our profitability may decline and our operating results may fluctuate significantly.

We may not be able to accurately forecast our revenues or future revenue growth rate. Many of our expenses, particularly personnel costs and occupancy costs, are relatively fixed. As a result, we may not be able to adjust spending quickly enough to offset any unexpected increase in expenses or revenue shortfall. We may experience higher than expected operating costs relating to other general and administrative expenses, including increased costs relating to technology and infrastructure (third-party SaaS), commitments to charity, transaction based costs (program expenses, association fees, processor fees, losses from Member disputed transactions, and fraud), depreciation and amortization of property and equipment and intangible assets, legal fees, rent, certain sales tax related costs, office related expenses, public relations costs, professional service fees, travel and entertainment, and insurance. If operating costs exceed our expectations and cannot be adjusted accordingly, our profitability may be reduced and our results of operations and financial position will be adversely affected. Additionally, we may not be able to sustain our revenue growth rates, and our percentage revenue growth rates may decline. Our ability to increase our revenues and operating profit will depend on increased demand for our services and other operational assumptions, including Member growth and retention, ExtraCash and subscription engagement trends and Dave Banking adoption and engagement rates. Our sales are affected by, among other things, general economic, industry, regulatory, market and financial conditions and trends, as well as unemployment rates. Reduced demand, whether due to changes in Member preference, a weakening of the U.S. or global economy, competition or other reasons, may result in decreased revenues and growth, adversely affecting our operating results.

We currently intend to only complete one business combination with the proceeds of our IPO and the sale of the private placement warrants, which will cause us to be solely dependent on Dave’s business. This lack of diversification may negatively impact our operations and profitability.

We currently intend to only complete one business combination with the proceeds of our IPO and the sale of the private placement warrants. By completing our Business Combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success will be solely dependent upon the business and financial performance of Dave.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to the Business Combination. See “—Risks Related to Dave’s Business and Industry” for risks we may face as a result of consummating the Business Combination with Dave.

We have a minimum cash requirement. This requirement may make it more difficult for us to complete the Business Combination as contemplated.

The Merger Agreement provides that Dave’s obligation to consummate the Business Combination is conditioned on, among other things, as of the Closing, VPCC having at least $210,000,000 in available cash (including proceeds in connection with the PIPE Investment or any alternative financing and the funds in and outside of the Trust Account) immediately prior to the effective time of the consummation of the Mergers (after taking into account payments required to satisfy VPCC Share Redemptions).

In addition, pursuant to VPCC’s Existing Charter, in no event will we redeem Public Shares in an amount that would result in our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being less than $5,000,001. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated.

If such conditions are waived and the Business Combination is consummated, the cash held by the Combined Company and our subsidiaries (including Dave) in the aggregate, after the Closing may not be sufficient to allow us

 

77


Table of Contents

to operate and pay our bills as they become due. Furthermore, our affiliates are not obligated to make loans to us or invest in us in the future after the Business Combination. The additional exercise of redemption rights with respect to a large number of our Public Stockholders may make us unable to take such actions as may be desirable in order to optimize our capital structure after the Closing and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

The Sponsor, Dave or our or their respective directors, officers, advisors or respective affiliates may elect to purchase shares from Public Stockholders prior to the Closing, which may influence the vote on the Business Combination and reduce the public “float” of our VPCC Class A Common Stock.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Dave stockholders or our or their respective directors, officers, advisors or respective affiliates may (1) purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the proposals to be voted upon at the Special Meeting, or elect to redeem, or indicate an intention to redeem, Public Shares, (2) execute agreements to purchase such shares from such investors in the future, or (3) enter into transactions with such investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the proposals to be voted upon at the Special Meeting or not redeem their Public Shares. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of VPCC’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the Dave stockholders or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (1) increase the likelihood of approving the proposals to be voted upon at the Special Meeting and (2) limit the number of Public Shares electing to redeem, including to satisfy any redemption threshold.

Entering into any such arrangements may have a depressive effect on our common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Proposals to be presented at the Special Meeting and would likely increase the chances that such Proposals would be approved. In addition, if such purchases are made, the public “float” of our Public Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

We are not registering the shares of Combined Company Class A Common Stock issuable upon exercise of the Public Warrants or Private Placement Warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise such warrants, thus precluding such investor from being able to exercise its warrants except on a “cashless basis” and potentially causing such warrants to expire worthless.

We are not registering the shares of Combined Company Class A Common Stock issuable upon exercise of the Public Warrants or Private Placement Warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the issuance of the shares of Combined Company Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Combined Company Class A Common Stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the

 

78


Table of Contents

registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if Combined Company Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and may expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full Unit purchase price solely for the shares of Class A common stock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Combined Company Class A Common Stock for sale under all applicable state securities laws.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our 6,344,150 Public Warrants and 5,100,214 Private Placement Warrants, each as of March 31, 2021, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our consolidated balance sheets contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our consolidated financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

We have identified a material weakness in our internal control over financial reporting as of June 30, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following this issuance of the SEC Staff Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Staff

 

79


Table of Contents

Statement, it was appropriate to restate our previously issued audited balance sheet as of March 9, 2021 (the “Restatement”). See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of such process, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. As of June 30, 2021, this material weakness has not been fully remediated.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

Following the issuance of the SEC Staff Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that it was appropriate to restate our previously issued audited balance sheet as of March 9, 2021. See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of the restatement, we identified a material weakness in our internal controls over financial reporting.

As a result of such material weakness, the Restatement, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement/prospectus, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete an initial business combination.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share (which was the offering price per Unit in our IPO).

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

 

80


Table of Contents

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by Public Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a Merger Agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked the Sponsor to reserve for such indemnification obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. No member of our management team will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our Public Stockholders in connection with our liquidation would be reduced.

 

81


Table of Contents

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial business combination within the required time period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our Public Shares as soon as reasonably possible following the required time period in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

Because we do not intend to comply with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial business combination within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination.

The fact that we are a blank check company will make compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because Dave is not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Dave as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to us after the Business Combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

 

82


Table of Contents

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from our business operations.

As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, the Combined Company will incur significant legal, accounting and other expenses that Dave did not previously incur. Dave’s entire management team and many of its other employees will need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company.

These rules and regulations will result in the Combined Company incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for the Combined Company to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for the Combined Company to attract and retain qualified people to serve on its Board of Directors, its board committees or as executive officers.

VPCC currently is an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make the Combined Company’s securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

VPCC currently is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the prior June 30th; and (2) the date on which we have

 

83


Table of Contents

issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. The Combined Company will qualify as an emerging growth company as well as a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Our Public Stockholders will experience dilution as a consequence of, among other transactions, the issuance of Class A common stock as consideration in the Business Combination and the PIPE Investment. Having a minority share position may reduce the influence that our current stockholders have on the management of the Combined Company.

The issuance of a significant number of shares of Combined Company Class A Common Stock in the Business Combination and in the PIPE Investment will dilute the equity interest of our existing stockholders and may adversely affect prevailing market prices for our Public Shares and/or Public Warrants.

It is anticipated that, upon the Closing and assuming the no redemption scenario: (1) the Public Stockholders will own approximately 6.5% of the outstanding shares of Combined Company Common Stock; (2) the PIPE Investors will own approximately 5.4% of the outstanding shares of Combined Company Class A Common Stock; (3) the Initial Stockholders will own approximately 1.6% of the outstanding shares of Combined Company Common Stock; and (4) the Dave stockholders will own approximately 86.5% of the outstanding shares of Combined Company Common Stock. These levels of ownership assume (a) that no shares are elected to be redeemed in connection with the Business Combination, (b) that we issue 337,653,661 shares of Combined Company Common Stock to the Dave Interest Holders as part of the Merger Consideration in connection with the consummation of the Business Combination. The PIPE Investors have agreed to purchase in the aggregate 21,000,000 shares of Combined Company Class A Common Stock for $210,000,000 of gross proceeds in the PIPE Investment. In this proxy statement/prospectus, we assume that a portion of the gross proceeds from the PIPE Investment and funds held in the Trust Account will be used to fund the payment of certain transaction expenses, with the remainder being used to capitalize the balance sheet of the Combined Company. The ownership percentage with respect to the Combined Company (a) does not take into account (1) warrants to purchase VPCC Class A Common Stock that will remain outstanding immediately following the Business Combination, (2) the Rollover Options or Assumed Warrants or (3) the issuance of any shares upon the Closing under the 2021 Plan or Employee Stock Purchase Plan, but does include the Founder Shares (including the Founder Holder Earnout Shares), which will automatically convert into shares of Combined Company Class A Common Stock on a one-for-one basis upon the Closing (such shares of Combined Company Class A Common Stock will be subject to transfer restrictions). If the actual facts are different from these assumptions, the above levels of ownership will be different. Please see the sections titled “Summary of the Proxy Statement/Prospectus—Ownership after the Closing; Impact of the Business Combination on the Combined Company’s Public Float,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Security Ownership of Certain Beneficial Owners and Management” for further information.

The issuance of additional shares of Combined Company Class A Common Stock will significantly dilute the equity interests of existing holders of our securities and may adversely affect prevailing market prices for our Public Shares or Public Warrants.

Warrants will become exercisable for Combined Company Class A Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

If the Business Combination is completed, outstanding warrants to purchase an aggregate of approximately 11,444,364 shares of Combined Company Class A Common Stock will become exercisable in accordance with the terms of the warrant agreement. These warrants will become exercisable 30 days after the Closing. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of Combined Company Class A Common Stock will be issued, which will result in dilution to the then existing holders of Combined Company Class A Common Stock and increase the number of shares eligible for resale in the public

 

84


Table of Contents

market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Combined Company Class A Common Stock. However, there is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. Even if the Business Combination is consummated, the Public Warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

Even if the Business Combination is consummated, the Public Warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

The warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, acting as warrant agent, and VPCC. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Combined Company Class A Common Stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of Combined Company Class A Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise of the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

In addition, we may redeem your warrants at any time and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of the Combined Company Class A Common Stock equals or exceeds $10.00 per 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 a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrant prior to redemption for a number of shares of Combined Company Class A Common Stock determined based on the redemption date and the fair market value of the Combined Company Class A Common Stock. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had been able to exercise their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares of Combined Company Class A Common Stock received is capped at 0.361 shares of Combined Company Class A Common Stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

 

85


Table of Contents

None of the warrants underlying the private placement units will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.

Following the Business Combination, the Combined Company will be a holding company and will depend on the ability of its subsidiaries to pay dividends.

The Combined Company will be a holding company without any direct operations and will have no significant assets other than its ownership interest in Dave. Accordingly, its ability to pay dividends will depend upon the financial condition, liquidity and results of operations of, and the Combined Company’s receipt of dividends, loans or other funds from, Dave and its subsidiaries. The Combined Company’s subsidiaries are separate and distinct legal entities and have no obligation to make funds available to the Combined Company. In addition, there are various statutory, regulatory and contractual limitations and business considerations on the extent, if any, to which the Combined Company’s subsidiaries may pay dividends, make loans or otherwise provide funds to the Combined Company.

Risks Related to the Redemption

Public stockholders who wish to redeem their Public Shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

A Public Stockholder will be entitled to receive cash for any Public Shares to be redeemed only if such Public Stockholder: (1)(a) holds Public Shares, or (b) holds Public Shares through units, the Public Stockholder elects to separate its units into the underlying Public Shares and warrants prior to exercising its redemption rights with respect to the Public Shares; (2) prior to 5:00 p.m. Eastern Time on [●], 2021 (two business days before the scheduled date of the Special Meeting) submits a written request to Continental Stock Transfer & Trust Company, our transfer agent, that we redeem all or a portion of your Public Shares for cash, affirmatively certifying in your request if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of our common stock; and (3) delivers its Public Shares to our transfer agent physically or electronically through DTC. In order to obtain a physical share certificate, a stockholder’s broker or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from our transfer agent. However, because we do not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, Public Stockholders who wish to redeem their Public Shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

If a Public Stockholder fails to receive notice of our offer to redeem Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite our compliance with the proxy rules, a Public Stockholder fails to receive our proxy materials, such Public Stockholder may not become aware of the opportunity to redeem his, her or its Public Shares. In addition, the proxy materials that we are furnishing to holders of Public Shares in connection with the Business Combination describe the various procedures that must be complied with in order to validly redeem the Public Shares. In the event that a Public Stockholder fails to comply with these procedures, its Public Shares may not be redeemed. Please see the section titled “VPCC Special Meeting of Stockholders—Redemption Rights” for additional information on how to exercise your redemption rights.

 

86


Table of Contents

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Public 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 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. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, we will require each Public Stockholder seeking to exercise redemption rights to certify to us whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to us at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which we make the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over our ability to consummate the Business Combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if we consummate the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the Public Shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. We cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge our determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, our stockholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

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.

We can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the Closing or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of us might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Risks if the Business Combination is Not Consummated

If we are not able to complete the Business Combination with Dave by March 9, 2023 (or if such date is extended at a duly called meeting of stockholders, such later date), we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

If we are not able to complete the Business Combination with Dave by March 9, 2023 (or if such date is extended at a duly called meeting of stockholders, such later date) nor able to complete another initial business combination by such date, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 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 stockholders (including the right to receive further liquidating distributions, if any); and

 

87


Table of Contents

(3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining 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 case, our Public Stockholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless.

If the Business Combination is not consummated, you will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

Our Public Stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (1) the completion of our initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial business combination within the required time period; and (3) the redemption of all of our Public Shares if we are unable to complete our initial business combination by March 9, 2023 (or if such date is extended at a duly called meeting of stockholders, such later date), subject to applicable law and as further described herein. In addition, if we are unable to complete an initial business combination within the required time period for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our Trust Account. In that case, Public Stockholders may be forced to wait beyond the end of the required time period before they receive funds from our Trust Account. In no other circumstances will a Public Stockholder have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

If the funds not being held in the Trust Account are insufficient to allow us to operate until at least March 9, 2023 (or if such date is extended at a duly called meeting of our stockholders, such later date), we may be unable to complete our initial business combination.

The funds available to us outside of the Trust Account may not be sufficient to allow us to operate until March 9, 2023 (or if such date is extended at a duly called meeting of our stockholders, such later date), assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. If we are required to seek additional capital we would need to borrow funds from our Sponsor, management team or other third parties to operate or may be forced to liquidate. However, neither our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

We could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share (which was the offering price per Unit in our IPO).

 

88


Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement.

VPCC is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of VPCC and Dave adjusted to give effect to the Business Combination and related Transactions.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). VPCC has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information. Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

The historical financial information of VPCC was derived from the unaudited condensed financial statements of VPCC as of June 30, 2021 and the period from January 14, 2021 (Inception) through June 30, 2021, included elsewhere in this proxy statement/prospectus. The historical financial information of Dave was derived from the unaudited condensed consolidated financial statements of Dave as of June 30, 2021 and for the six months ended June 30, 2021 and 2020, and from the audited consolidated financial statements of Dave as of December 31,

2020 and for the years ended December 31, 2020 and 2019, included elsewhere in this proxy statement/ prospectus. This information should be read together with VPCC’s and Dave’s unaudited condensed financial statements and audited financial statements and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of VPCC,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Dave” and other financial information included elsewhere in this proxy statement/prospectus, as well as the risk factors set forth under the section titled “Risk Factors” beginning on page 42 of this proxy statement/prospectus.

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, VPCC will be treated as the “accounting acquiree” and Dave as the “accounting acquirer” for financial reporting purposes. Dave was determined to be the accounting acquirer primarily based on evaluation of the following facts and circumstances that are expected to be in place when the closing of the Business Combination becomes effective:

 

   

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 92.9% 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.

Additionally, Dave’s business will comprise the ongoing operations of the combined company immediately following the consummation of the Business Combination. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Dave issuing shares for the net assets of VPCC, followed by a recapitalization. Accordingly, the consolidated assets, liabilities, and results of operations of Dave will become

 

89


Table of Contents

the historical financial statements of the Combined Company, and VPCC’s assets, liabilities and results of operations will be consolidated with Dave beginning on the Closing Date.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 assumes that the Business Combination and related Transactions occurred on June 30, 2021. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 gives pro forma effect to the Business Combination and related Transactions as if they had occurred on January 1, 2020. Dave and VPCC have not had any historical relationship prior to the Business Combination. Affiliates of VPCC are lenders to Dave, however, there is no effect on the pro forma adjustments. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would have been obtained had the Business Combination and related Transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The Combined Company will incur additional costs after the Business Combination in order to satisfy its obligations as an SEC-reporting public company.

The Business Combination and Related Transactions

The aggregate merger consideration for the Business Combination will be $3.5 billion, payable in the form of shares of VPCC Common Stock valued at $10.00 per share. As part of the recapitalization, there are 951,622 Founder Holder Contingent Closing Shares and 1,586,037 forfeitable Founder Holder Earnout Shares which are subject to certain market vesting conditions in two tranches. The unaudited pro forma condensed combined financial statements do not reflect pro forma adjustments related to the recognition of the Founder Holder Earnout Shares because there is no net impact on stockholders’ equity on a pro forma combined basis.

The number of Founder Holder Contingent Closing Shares that may be forfeited as part of the Business Combination is dependent on redemptions of the VPCC Class A Common Stock as follows:

 

   

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”), is such that the percentage of Public Shares that are Net Redemption Shares (the “Net Redemption Percentage”) is less than 21% (the “Redemption Threshold Percentage”), then none of the Founder Holder Contingent Closing Shares shall be forfeited and the Founder Holder Contingent Closing Shares shall no longer be subject to forfeiture pursuant to the Founder Holder Agreement;

 

   

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

 

90


Table of Contents
   

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.

The Founder Holder Earnout Shares are triggered by the below events beginning on the Closing Date and ending on and including the date of the five (5) year anniversary of the Closing:

 

   

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 Founder Holder Earnout Shares will be recognized at fair value upon the closing of the Business Combination and classified in stockholders’ equity. Because the Business Combination is accounted for as a reverse recapitalization, the issuance of the Founder Holder Earnout Shares will be treated as a deemed dividend and since Dave does not have retained earnings, the issuance will be recorded within additional- paid-in-capital (“APIC”) and have a net nil impact on APIC. Dave determined the fair value of the Founder Holder Earnout Shares to be approximately $12.1 million based on a valuation using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free rate, and volatility. The unaudited pro forma condensed combined financial statements do not reflect pro forma adjustments related to the recognition of the Founder Holder Earnout Shares because there is no net impact on stockholders’ equity on a pro forma combined basis.

Concurrently with the execution of the Merger Agreement, VPCC, Dave and Selling Holders entered into the Repurchase Agreement, pursuant to which, among other things, VPCC has agreed to repurchase a certain number of shares of Combined Common Stock from the Selling Holders (including shares of Combined Company Class V Common Stock issued to Mr. Wilk in connection with the Transactions), at a purchase price of $10.00 per share, on the business day immediately following the effective time of the Second Merger. The Repurchase is contingent on the amount of VPCC Available Cash being in excess of $300 million. If VPCC Available Cash exceeds

 

91


Table of Contents

$300 million, the number of shares of Combined Company Common Stock subject to the Repurchase will be equal to Aggregate Repurchase Price, divided by $10.00 (provided that in no event will the Aggregate Repurchase Price exceed $60 million). 80% of the number of shares of Combined Company Common Stock subject to the Repurchase will be allocated to Mr. Wilk, with Mr. Beilman allocated the remaining 20%. Mr. Wilk is one of Dave’s current directors and is the Chief Executive Officer of Dave, and, as mentioned above, Mr. Beilman is the Chief Financial Officer of Dave. The Transactions contemplated by the Merger Agreement, including the Mergers, will constitute a Business Combination as contemplated by VPCC’s Existing Charter. The Merger shall be consummated in accordance with the Merger Agreement and Delaware General Corporation Law.

On March 3, 2021, Dave issued 8,458,481 stock options to Mr. Wilk. The stock options vest in seven tranches, each of which are vested by satisfying all three vesting conditions: (i) the occurrence of a Liquidity Event, which is defined as the first of (a) the shares of Dave becoming publicly traded on an internationally recognized stock exchange, which includes a merger resulting in the common stock of the surviving company registered under the Exchange Act or publicly traded on an internationally-recognized stock exchange or (b) a Corporate Transaction which is defined as a change in control, reorganization, merger or transfer of all Dave’s assets, (ii) the achievement of a specific stock price milestone and (iii) subject to the continuous employment by Mr. Wilk. The first tranche is one-third and the remaining six tranches are one-twelfth of the 8,458,481 shares. The CEO stock options fair value on the grant date was approximately $10.5 million. Upon the closing of the Business Combination, the Combined Company will recognize a cumulative charge to compensation expense and recognize the remaining compensation cost over the derived service period.

The pro forma adjustments giving effect to the Business Combination and related Transactions are summarized below, and are discussed further in the footnotes to these unaudited pro forma condensed combined financial statements:

 

   

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.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the VPCC Share Redemptions:

 

   

No Redemption Scenario:    This scenario assumes that no Public Stockholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

 

   

Maximum Redemption Scenario:    This scenario assumes that 25,376,598 of the Public Shares are redeemed for an aggregate payment of approximately $253.8 million (based on the estimated per share

 

92


Table of Contents
 

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.

The existing Dave Stockholders will hold 343,653,661 of the Combined Company Common Stock immediately after the Business Combination, which approximates an 86.7% ownership level assuming the no redemption scenario, and excluding 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 a 92.9% ownership level assuming the maximum redemption scenario. The following summarizes the pro forma common shares outstanding under the two scenarios 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 (excluding the potential dilutive effect of Dave Options, VPCC Warrants and the Founder Holder Earnout Shares as further described in Note 4):

 

    No Redemption     Maximum Redemption  
    Class A
Shares
    Class V
Shares
    %     Class A
Shares
    Class V
Shares
    %  

Stockholders

           

Former Dave stockholders and preferred shareholders(1)

    266,573,068       71,080,593       86.5     267,773,068       75,880,593       92.9

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
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total shares of Dave common stock outstanding at closing of the Transaction

    319,293,816       71,080,593       100.0     294,165,596       75,880,593       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.

(2)

Founder Shares including 951,622 shares of VPCC Class B 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.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 are based on the historical financial statements of VPCC and Dave. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

 

93


Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(in thousands, except share data)

 

    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)
 

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  
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

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 assets

    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  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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       —    
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

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  
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

 

94


Table of Contents
    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  
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

95


Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(in thousands, except share and per share data)

 

    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