What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-13 compared with 2022-03-25 · 72 added, 629 removed, 57 unchanged (92% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15

under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective, due to the material weaknesses in our internal control over financial reporting in our audited financial statements for the years ended December 31, 2022 and 2021 described below.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements included in this Form 10-K

present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management intends to implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting.

Specifically, we intend to expand and improve our review process for complex securities and related accounting standards.

We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K

does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of our Chief Executive Officer and Chief Financial Officer and with the participation of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the framework in “Internal Control—Integrated Framework”

issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2022, due to the material weaknesses in our internal control over financial reporting in our audited financial statements for the years ended December 31, 2022 and 2021, because:

We 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.

We 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.

Dave is implementing 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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f)

and 15d-15(f)

of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The following table provides information regarding our executive officers, key employees and directors as of March 15, 2022:

Executive Officers

Chief Executive Officer, President and Director

Chief Financial Officer and Secretary

Brendan Carroll

Director (1)(3)

Andrea Mitchell

Director (2)(3)

Director (1)(2)

Member of the audit committee.

Member of the compensation committee.

Member of the nominating and corporate governance committee.

Executive Officers

Wilk has served as Chief Executive Officer since the Closing.

Wilk is the co-founder

and has served as Chief Executive Officer of Dave since May 2016.

Wilk has over 15 years of experience building digital companies.

In April 2010, Mr.

Wilk founded WriteyBoard, an international whiteboard and furniture solution for startup companies and small businesses, where he still acts as current advisor.

Prior to WriteyBoard, from January 2010 to July 2016, Mr.

Wilk founded and served as Chief Executive Officer of AllScreen.TV, a technology platform that enabled large media outlets to syndicate their digital content to over 500 publishers.

Wilk began his career as the founder and Chief Executive Officer of 1DaySports.com, which was acquired in 2008.

Wilk holds a B.B.A.

from Loyola Marymount University, College of Business Administration where he studied international business and technology.

Beilman has served as Chief Financial Officer since the Closing and prior to this, has served as Dave’s Chief Financial Officer since January 2021.

Beilman served as Dave’s Chief Operating Officer from October 2019 to January 2021 and Chief Financial Officer from July 2017 to October 2019.

Since January 2021, Mr.

Beilman has served as Vice President of Dave OD Funding I, LLC, a wholly owned subsidiary of Dave.

Prior to Dave, Mr.

Beilman worked in corporate strategy at Red Bull from January 2016 to July 2017.

Beilman began his career in investment banking at Centerview Partners from August 2013 to January 2016 and Moelis & Company from May 2012 to August 2013.

Beilman holds a B.S.

from the University of Southern California Marshall School of Business.

Brendan Carroll.

Carroll serves as a member of the board of directors of the Company.

Carroll joined Dave as a director upon the Closing.

Carroll is a Senior Partner at Victory Park Capital Advisors, LLC (“Victory Park”), which he co-founded

He is responsible for strategic initiatives and firm operations in addition to sourcing, evaluating and executing investment opportunities.

Carroll also oversees marketing, fundraising, business development and investor relations for the firm.

Carroll has served as member of the board of directors of Victory Park portfolio company, johnnie-O,

since 2015, and has served as a member of the board of directors and as the Co-Chief

Executive Officer of each of VPC Impact Acquisition Holdings II

VPCB), a special purpose acquisition company founded by an affiliate of Victory Park, and VPC Impact Acquisition Holdings III, Inc.

VPCB), a special purpose acquisition company founded by an affiliate of Victory Park, since January 2021.

From 2005 to 2007, Mr.

Carroll was a member of the Solutions Group at Magnetar Capital LLC, where he specialized in direct financings to lower middle market companies.

He has held various investment banking positions at William Blair and Robertson Stephens, specializing in corporate finance and mergers and acquisitions.

Carroll received a B.A.

in government from Georgetown University and an MBA from Harvard Business School.

He speaks frequently on debt and private equity investing issues and has served as a guest lecturer and panelist at the University of Chicago’s Booth Global School of Business, Northwestern University’s Kellogg School of Management and Harvard Business School.

Carroll is a member of the Finance Council of the Archdiocese of Chicago and Loyola Press and previously served on the Board of Regents at Georgetown University.

He is also a director on the board of the Ann & Robert H.

Lurie Children’s Hospital of Chicago and is also a member of the board’s Finance Committee.

Andrea Mitchell.

Mitchell serves as a member of the board of directors of the Company.

Mitchell joined Dave as a director upon the Closing.

Mitchell is the Managing Partner and a founding member of Mitchell Sandler LLC, a nationally recognized law firm in banking and finance law, since May 2019.

Prior to joining Mitchell Sandler, Ms.

Mitchell was a partner at the law firm of BuckleySandler from January 2011 to April 2019, which she joined in April 2009 as an associate.

Prior to BuckleySandler, Ms.

Mitchell served as Counsel in the Legal Division at the Federal Reserve Board from September 2007 to April 2009, where she worked on numerous consumer regulations, advised supervised entities on queries related to consumer protection statutes, and participated in several interagency task forces.

Mitchell received her J.D.

from American University and a bachelor’s degree in political science from the University of Wisconsin-Madison.

Michael Pope.

Pope serves as a member of the board of directors of the Company.

Pope joined Dave as a director in January 2022.

Pope served as Chief Financial Officer and Senior Vice President at Shutterfly, Inc.

from October 2015 until his retirement in November 2019.

He has over 25 years of financial experience having served as Chief Financial Officer at numerous technology companies, including Clean Power Finance, Inc., MarketTools Inc., Network General Corporation, DigitalThink, Inc., Arlo Technologies, Inc.

and Dionex Corporation.

He previously served as a member of the board of directors and audit committee chairman at both Arlo Technologies, Inc.

and Dionex Corporation.

Pope holds a B.A.

in Quantitative Economics from Stanford University and an M.B.A.

from the Haas School of Business at the University of California at Berkeley.

Preston serves as a member of the board of directors of the Company.

Preston joined Dave as a director upon the Closing.

Preston has served as the Chief Executive Officer and Director of Metromile, an automobile insurance company offering usage-based insurance policies, since 2014, where he previously served as Chief Technology Officer since joining in 2013.

Prior to joining Metromile, Mr.

Preston was the co-founder

and Chief Technology Officer of AisleBuyer, a mobile retail innovator that was acquired by Intuit in April 2012.

Preston received a bachelor’s degree in Computer Science from Brandeis University and a master’s degree in Computer Science with a specialization in Artificial Intelligence, Machine Learning and Computer Vision from Stanford University.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Corporate Governance

Board Composition

The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to Dave’s management.

When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of its business and structure, the Board is expected to focus primarily on each person’s

background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

The Board is divided into the following three classes, with members of each class serving staggered three-year terms:

Class I, which consists of Michael Pope, whose term will expire at Dave’s first annual meeting of stockholders to be held in 2022;

Class II, which consists of Dan Preston and Andrea Mitchell, whose terms will expire at Dave’s second annual meeting of stockholders to be held in 2023;

Class III, which consists of Jason Wilk and Brendan Carroll, whose terms will expire at Dave’s third annual meeting of stockholders to be held in 2024.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified.

This classification of the Board may have the effect of delaying or preventing changes in the Dave’s control or management.

Dave’s directors may be removed for cause by the affirmative vote of the holders of at least two-thirds

of Dave’s voting stock.

Director Independence

The Board has determined that each of the directors on the Board other than Jason Wilk and Andrea Mitchell will qualify as independent directors, as defined under Nasdaq listing rules, and the Board consists of a majority of “independent directors,” as defined under the Nasdaq listing rules.

In addition, Dave is subject to the rules of the SEC and Nasdaq relating to the membership, qualifications, and operations of the audit committee, as discussed below.

As a “controlled company” within the meaning of the Nasdaq corporate governance standards, however, Dave may elect not to comply with certain Nasdaq corporate governance requirements, including the requirements that a majority of the board of directors consist of independent directors and that the nominating and governance committee and compensation committee be composed entirely of independent directors.

These requirements will not apply to the Dave as long as it remains a controlled company.

Based on the “controlled company” exemption, the Company’s Nominating and Corporate Governance Committee and Compensation Committee will initially be composed of independent and non-independent

Board Leadership Structure

The Board has determined that it should maintain the flexibility to select the Chairman of the board of directors and adjust its board leadership structure based on circumstances existing from time to time and based on criteria that are in Dave’s best interests and the best interests of its stockholders, including the composition, skills, diversity and experience of the Board and its members, specific challenges faced by Dave or the industry in which it operates and governance efficiency.

Jason Wilk has been elected to serve as chairperson of the Board.

The Board has adopted Corporate Governance Guidelines, which provide for the appointment of a lead independent director at any time when the chairperson is not independent.

Brendan Carroll serves as the initial lead independent director.

Board Role in Risk Oversight

One of the key functions of the Board is informed oversight of Dave’s risk management process.

This oversight function is administered directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight.

In particular, the Board is responsible for monitoring and assessing strategic risk exposure and Dave’s audit committee will have the responsibility to

consider and discuss the Dave’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

The audit committee also monitors compliance with legal and regulatory requirements.

The compensation committee also assesses and monitors whether Dave’s compensation plans, policies and programs comply with applicable legal and regulatory requirements.

The nominating and corporate governance committee will monitor the effectiveness of Dave’s governance guidelines.

Controlled Company Exemption

Wilk owns a majority of the voting power of all outstanding shares of Common Stock.

As a result, Dave is a “controlled company” within the meaning of Nasdaq listing rules.

Under Nasdaq rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors 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 board’s selection, either by independent directors constituting a majority of the board’s 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, Dave will utilize these exemptions, during which time you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements.

If Dave ceases to be a “controlled company” and its shares continue to be listed on Nasdaq, Dave will be required to comply with these standards and, depending on the board’s independence determination with respect to its then-current directors, Dave may be required to add additional directors to its board in order to achieve such compliance within the applicable transition periods.

Committees of the Board of Directors

Dave has an audit committee, a compensation committee and a nominating and corporate governance committee, each of which have the composition and responsibilities described below.

Members serve on these committees until their resignation or until otherwise determined by the Board.

of the Exchange Act requires that the audit committee of a listed company be comprised solely of independent directors.

Each committee operates under a charter approved by Dave.

Copies of each charter are posted on the Investor Relations section of Dave’s website at www.Dave.com.

Dave’s website and the information contained on, or that can be accessed through, Dave’s website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report on Form 10-K.

Audit Committee

Dave’s Audit Committee is comprised of Brendan Carroll, Dan Preston and Michael Pope, who each meet the requirements for independence and financial literacy under the current Nasdaq listing standards and SEC rules and regulations, including Rule 10A-3.

Carroll serves as chairperson.

In addition, Mr.

Carroll qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee’s responsibilities include, among other things:

appointing, compensating, retaining, evaluating, terminating and overseeing Dave’s independent registered public accounting firm;

reviewing the adequacy of Dave’s system of internal controls and the disclosure regarding such system of internal controls contained in Dave’s periodic filings;

pre-approving

all audit and permitted non-audit

services and related engagement fees and terms for services provided by Dave’s independent auditors;

reviewing with Dave’s independent auditors their independence from management;

reviewing, recommending and discussing various aspects of the financial statements and reporting of the financial statements with management and Dave’s independent auditors;

establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Compensation Committee

Dave’s Compensation Committee is comprised of Dan Preston and Andrea Mitchell.

Preston serves as chairperson.

Each member of the committee is a non-employee

director, as defined in Rule 16b-3

promulgated under the Exchange Act.

The compensation committee is responsible for, among other things:

setting the compensation of the Chief Executive Officer and, in consultation with the Chief Executive Officer, reviewing and approving the compensation of the other executive officers of Dave;

reviewing on a periodic basis and making recommendations regarding non-employee

director compensation to the Board;

reviewing on a periodic basis and discussing with the Chief Executive Officer and the Board regarding the development and succession plans for senior management positions;

administering Dave’s cash and equity-based incentive plans that are stockholder-approved and/or where participants include Dave’s executive officers and directors;

providing oversight of and recommending improvements to Dave’s overall compensation and incentive plans and benefit programs.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

Dave’s Nomination and Corporate Governance Committee is comprised of Brendan Carroll and Andrea Mitchell.

The nominating and corporate governance committee is responsible for, among other things:

identifying, evaluating and making recommendations to the Board regarding nominees for election to the board of directors and its committees;

developing and making recommendations to the Board regarding corporate governance guidelines and matters;

overseeing the Dave’s corporate governance practices;

reviewing the Dave’s code of business conduct and ethics and approve any amendments or waivers on a periodic basis;

overseeing the evaluation and the performance of the Board and individual directors;

contributing to succession planning.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is or has been at any time one of Dave’s officers or employees.

None of Dave’s executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board of directors committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of Dave’s Board or compensation committee.

Except for the information regarding executive officers and directors, which is included in Part I, Item 1 of this Annual Report on Form 10-K, under “Information about our Executive Officers and Directors”, and our code of ethics, which is set forth below, the information required by this Item 10 will be included in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

Code of Ethics

The board of Dave have adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Business Conduct and Ethics is available on the Corporate Governance section of Dave’s website.

In addition, Dave posted on the Corporate Governance section of its website all disclosures that are required by law or Nasdaq listing standards any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Limitation on Liability and Indemnification of Officers and Directors

Dave’s Charter limits Dave’s directors’ liability to the fullest extent permitted under the DGCL.

The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

for any transaction from which the director derives an improper personal benefit;

for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

for any unlawful payment of dividends or redemption of shares;

for any breach of a director’s duty of loyalty to the corporation or its stockholders.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of Dave’s directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and the Dave Bylaws, which became effective upon the consummation of the Business Combination, provide that the Dave will, in certain situations, indemnify Dave’s directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law.

Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

In addition, Dave entered into separate indemnification agreements with Dave’s directors and officers.

These agreements, among other things, require Dave to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of Dave’s directors or officers or any other company or enterprise to which the person provides services at Dave’s request.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

These provisions may discourage stockholders from bringing a lawsuit against Dave’s directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit Dave and its stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent Dave pays the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

Dave also plans to maintain a directors’ and officers’ insurance policy pursuant to which Dave’s directors and officers are insured against liability for actions taken in their capacities as directors and officers.

We believe that the provisions in the Dave Charter, Dave Bylaws, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Delinquent Section 16 Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC.

Based solely on our review of the copies of such forms filed with the SEC and written representations from the directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in the year ended December 31, 2021.

The board of directors of Dave has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Business Conduct and Ethics is available on the Corporate Governance section of Dave’s website.

In addition, Dave will post on the Corporate Governance section of its website all disclosures that are required by law or Nasdaq listing standards any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Executive Compensation

This section discusses the material components of the executive compensation program for Dave’s named executive officers who appear in the “2021 Summary Compensation Table” below.

In 2021, the “named executive officers” and their positions with Dave were as follows:

Chief Executive Officer

Kyle Beilman:

Chief Financial Officer

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation programs that we adopt may differ materially from the currently planned programs summarized in this discussion.

2021 Summary Compensation Table

The following table sets forth information concerning the compensation of the named executive officers for each of the last two or fewer fiscal years during which such individuals were determined to be named executive officers.

Name and Principal

Incentive Plan

Chief Executive Officer

Chief Financial Officer

Stock awards and option awards are reported at aggregate grant date fair value in the year granted, as determined in accordance with the provisions of FASB ASC Topic 718.

For the assumptions used in valuing these awards for purposes of computing this expense for 2021 and 2020, please see Note 14 of the Dave financial statements for the nine months ended September 30, 2021 and Note 1 of the Dave financial statements for the year ended December 31, 2020, respectively.

Represents the annual performance cash bonus that, in each case, was earned by the named executive officers for the applicable year of service based on actual performance.

Actual performance for the 2020 fiscal year was achieved at 61.5% of target performance.

As of the date of this Annual Report on Form 10-K,

the Board has not yet determined whether any bonuses will be awarded for the fiscal year ended December 31, 2021.

Actual performance for the 2020 fiscal year was achieved at 61.5% of target performance.

In consideration of the challenges posed by COVID-19 during

the 2020 fiscal year, the Dave board of directors determined to adjust the annual performance payout for 2020 to 90% achievement of target performance.

The amounts in this column represent the difference between the amount each named executive officer earned based on actual performance over the actual annual performance payout for 2020 assuming 90% achievement of target performance.

As of the date of this Annual Report on Form 10-K,

the Board has not yet determined whether any bonuses will be awarded for the fiscal year ended December 31, 2021.

Represents Company matching contributions to the named executive officer’s contributions to the Company’s 401(k) plan.

In fiscal year 2021, Mr.

Beilman received an annual base salary of $384,719 and $371,154, respectively, to compensate them for services rendered to Dave.

In fiscal year 2020, each of the named executive officers received an annual base salary of $311,538 to compensate them for services rendered to Dave.

The base salary payable to each of Mr.

Beilman was intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

As of the date of this Annual Report on Form 10-K,

the Board has not yet determined whether any bonuses will be awarded for the fiscal year ended December 31, 2021.

In fiscal year 2020, Mr.

Beilman were eligible to earn annual cash bonuses targeted at $150,000 and $75,000, respectively, based on Dave’s achievement of established performance metrics weighted in accordance with the table below.

Non-GAAP Revenue

Non-GAAP Gross

revenue was calculated using GAAP service based revenue, adjusted for period-end

revenue deferrals and processor costs associated with advance disbursements.

gross margin is non-GAAP

gross profit divided by non-GAAP

gross profit was calculated using non-GAAP

revenue, less processor costs associated with the disbursement and collection of advances and the provision for unrecoverable advances, calculated using actual unrecovered amounts for historical periods and assumed default amounts for periods where advance recoveries were still anticipated.

Actual performance for the 2020 fiscal year was achieved at 61.5% of target performance.

In consideration of the challenges posed by COVID-19 during

the 2020 fiscal year, the Dave board of directors determined to adjust the annual performance cash bonus payout for 2020 to 90% achievement of target performance.

The actual annual performance cash bonuses awarded to each named executive officer for 2020 performance are set forth above in the Summary Compensation Table in the column titled “ Non-Equity

Incentive Plan Compensation

Equity Awards

In fiscal year 2020, Mr.

Beilman received a stock option to purchase 1,050,000 shares of Legacy Dave Common Stock, which vested monthly over the 48 month-period following the vesting commencement date, subject to his continued employment through each vesting date.

On March 3, 2020, Mr.

Beilman exercised his stock option to purchase all 1,050,000 shares pursuant to an early exercise feature.

The shares received by Mr.

Beilman pursuant to the exercise of the then-unvested portion of his stock option remained subject to the same vesting conditions as applied to the stock option prior to exercise.

For additional information regarding a stock option grant made to Mr.

Wilk in fiscal year 2021, please see the section below titled “ Potential Payments Upon Termination or Change in Control

— Wilk 2021 Option Grant

” in this Current Report on Form 8-K.

Legacy Dave 2017 Stock Plan

Dave’s board of directors originally adopted, and Dave’s stockholders approved, the Dave Inc.

2017 Stock Plan (the “Legacy Dave Stock Plan”) in 2017.

The Legacy Dave Stock Plan provided for the grant of incentive stock options to Dave employees (and employees of any parent or subsidiary of Dave) and for the grant of non-statutory stock

options, restricted stock and restricted stock purchase rights to Dave.

The Legacy Dave board of directors terminated the Legacy Dave Stock Plan, effective as of and contingent upon the Closing.

Following termination of the Legacy Dave Stock Plan, no new awards will be granted under such plan, but previously granted awards will continue to be subject to the terms and conditions of the Legacy Dave Stock Plan and the stock award agreements pursuant to which such awards were granted.

Plan Administration.

The Legacy Dave board of directors has administered the Legacy Dave Stock Plan.

Types of Awards.

The Legacy Dave Stock Plan provides for the grant of incentive stock options, non-statutory

stock options, restricted stock and restricted stock purchase rights.

Stock Options.

The Legacy Dave board of directors granted stock options under the Legacy Dave Stock Plan.

The exercise price per share applicable to such options was equal to at least the fair market value per share of Legacy Dave Common Stock on the date of grant.

The term of options granted under the Legacy Dave Stock Plan did not exceed 10 years;

provided, however, that any incentive stock option granted to a participant who owned more than 10% of the total combined voting power of all classes of Dave stock, or of certain of Dave’s subsidiary corporations, did not have a term in excess of five years and had an exercise price per share of at least 110% of the fair market value per share of Legacy Dave Common Stock on the grant date.

Subject to the provisions of the Legacy Dave Stock Plan, the Legacy Dave board of directors determined the remaining terms of the options (e.g., vesting).

After the termination of service of an employee, director or consultant, the participant may exercise his or her option, to the extent vested, for the period of time stated in his or her option agreement.

Generally, if termination is due to death or disability, the option will remain exercisable for 12 months.

In all other cases except for a termination for cause, the option will generally remain exercisable for 90 days following the termination of service.

In the event of a termination for cause, the option will immediately terminate.

However, in no event may an option be exercised later than the expiration of its term.

Non-transferability

The Legacy Dave Stock Plan generally did not allow for the transfer of awards or shares acquired pursuant to an award and only the recipient of an option may exercise such an award during his or her lifetime.

Certain Adjustments.

In the event of certain corporate events or changes in Dave’s capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the Legacy Dave Stock Plan, the Dave compensation committee will make adjustments to the number of shares reserved for issuance under the Legacy Dave Stock Plan, the exercise prices of and number of shares subject to each outstanding stock option and the purchase prices of and number of shares subject to each other outstanding stock award.

Corporate Transaction.

The Legacy Dave Stock Plan provides that in the event of certain significant corporate transactions, including:

(i) a transfer of all or substantially all of Dave’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of Dave with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any person becomes the beneficial owner, directly or indirectly, of more than 50% of Dave’s then outstanding capital stock, each outstanding award will be treated as the Dave compensation committee determines.

Amendment or Termination.

Dave’s board of directors may amend or terminate the Legacy Dave Stock Plan at any time, provided such action does not impair the rights of any participant without his or her consent.

In addition, stockholder approval must be obtained to the extent necessary and desirable to comply with applicable laws.

The Legacy Dave board of directors terminated the Legacy Dave Stock Plan, effective as of and contingent

upon the Closing.

In 2021, Dave provided benefits to its named executive officers on the same basis as provided to all of its employees, including medical, dental, vision, life and AD&D, and short- and long-term disability insurance, flexible spending accounts, vacation and paid holidays.

The named executive officers are also eligible to participate in Dave’s 401(k) plan.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding each unexercised stock option or unvested stock award held by each named executive officer as of December 31, 2021.

Option awards (1)

Stock awards (2)

unexercisable

All stock options listed above cover shares of Class A Common Stock following the consummation of the Business Combination and were granted under the Legacy Dave Stock Plan.

All stock options listed above are immediately exercisable upon the date of grant pursuant to an early exercise feature.

All restricted shares listed above cover shares of Class A Common Stock following the Business Combination and were issued pursuant to the early exercise of stock options granted under the Legacy Dave Stock Plan.

This column represents the fair market value of a share of Legacy Dave Common Stock on the date of grant, as determined by the Dave board of directors.

This column represents the number of unvested restricted shares outstanding as of December 31, 2021, multiplied by $10.80, which is the per share value of Legacy Dave Common Stock as of December 31, 2021, divided by the exchange ratio of 1.354387513.

The option grant is subject to a 4-year vesting

schedule, with 25% of the shares vesting on July 15, 2019 and 1/48 th

of the shares vesting monthly thereafter, subject to the option holder’s continuous service through each vesting date.

Represents the date the restricted stock was issued pursuant to early exercise of stock options.

The restricted stock is subject to a 4-year vesting

schedule, with 1/48 th

of the shares vesting on July 27, 2019 and monthly thereafter, subject to the option holder’s continuous service through each vesting date.

The restricted stock was issued upon early exercise of a stock option granted on February 4, 2020.

The restricted stock is also subject to acceleration in the event of a qualifying termination in connection with a change in control (as described below).

Executive Compensation Arrangements

Jason Wilk Employment Agreement

On January 3, 2022, Dave entered into an employment agreement with Dave’s Chief Executive Officer, Jason Wilk, effective January 3, 2022, pursuant to which Mr.

Wilk is entitled to an annual base salary of $425,000 per year and an annual target cash incentive bonus, which shall be equal to 100% of base salary, based upon the achievement of certain objective or subjective criteria determined by the Board, the Dave compensation committee, or a delegate thereof.

Wilk is eligible to participate in Dave’s employee benefits plans maintained by Dave and generally made available to similarly situated employees.

Wilk’s employment is “at-will”

and may be terminated by either party at any time.

Wilk’s employment agreement, if Mr.

Wilk’s employment is terminated by Dave without “cause” (as such term is defined in his employment agreement) and Mr.

Wilk executes a release of claims, Mr.

Wilk will be entitled to (i) semi-monthly continuing payments of severance pay at a rate equal to his base salary, payable over a 12 month period from the date of his termination and (ii) reimbursements equal to the portion of the monthly health premiums paid by Dave on his behalf and that of his eligible dependents immediately preceding the date that his employment terminates until the earlier of (a) 12 months following the date of termination and (b) the date that Mr.

Wilk and his eligible dependents become ineligible for COBRA coverage.

In addition, Mr.

Wilk’s employment agreement provides that if his employment is terminated by Dave without “cause” or by Mr.

Wilk for “good reason” (as such terms are defined in his employment agreement) in the period beginning three months prior to and ending 12 months following a “change in control” (as defined in his employment agreement) and Mr.

Wilk executes a release of claims, he will be entitled to receive (i) a lump sum payment in the aggregate amount of 18 months of his base salary plus one and one-half

times his target annual bonus, (ii) reimbursements equal to the portion of the monthly health premiums paid by Dave on his and his eligible dependents’ behalf immediately preceding the date that his employment terminates until the earlier of (a) 18 months following the date of termination and (b) the date that Mr.

Wilk and his eligible dependents become ineligible for COBRA coverage, and (iii) except with respect to the 8,458,481 stock options granted to Mr.

Wilk on March 3, 2021 (which will be governed by the terms of the applicable award agreement), his outstanding unvested equity awards will vest in full.

Wilk will continue to be employed by Dave under the terms of his employment agreement with Dave.

Potential Payments Upon Termination or Change in Control

Wilk 2021 Option Grant

On March 3, 2021, Jason Wilk received a stock option grant to purchase 8,458,481 shares of Legacy Dave Class A Common Stock.

Subject to the occurrence of a “public listing” or “corporation transaction” (as defined in the Legacy Dave Stock Plan) (the “liquidity requirement”), the option will vest and become exercisable as to a particular tranche of shares set forth in the table below (i) upon the achievement of the corresponding stock price milestone as to such tranche of shares (the “milestone requirement”) and (ii) subject to his continuous employment by Dave or its successor as its Chief Executive Officer, Executive Chair or another C-suite position

as an officer of Dave reporting to the board or the then-chief executive officer through the date such stock price milestone is achieved (the “service requirement”).

Notwithstanding the foregoing, following a public listing of Legacy Dave Common Stock, no portion of the option may be exercised (even if vested) unless and until the date that the existing stockholders of Dave as of the date of grant are not subject to any lock up restrictions imposed in connection with such public listing and their shares are freely tradable under a registration statement, Rule 144 (without regard to volume limitations) or other exemption from registration.

A milestone requirement will only be deemed satisfied if the Dave board of directors or its delegate certifies that the stock price milestone has been achieved as of a particular date (which certification will be done within 30

days after any stock price milestone has been achieved).

The achievement of a stock price milestone will also satisfy the achievement of any unachieved stock price milestone for a lower-numbered tranche.

Once a stock price milestone has been achieved, it is forever deemed achieved and it cannot be achieved again.

Milestone Table

Stock Price Milestone

Eligible to Vest

Stock Price of $7.26 or more

Stock Price of $10.89 or more

Stock Price of $14.52 or more

Stock Price of $18.15 or more

Stock Price of $21.78 or more

Stock Price of $25.41 or more

Stock Price of $29.04 or more

Stock Price of $32.67 or more

Stock Price of $36.30 or more

Wilk’s stock option provides that if Mr.

Wilk’s employment is terminated without cause or Mr.

Wilk resigns for “good reason,” the stock option will remain outstanding and exercisable in accordance with its terms until the earlier of (i) the 4-year anniversary

of the termination date, (ii) March 2, 2031 or (iii) such earlier date as provided or permitted under the Legacy Dave Stock Plan.

Upon a termination of employment for any other reason (other than for cause), the stock option will terminate with respect to unvested shares subject to the stock option 90 days following the termination date (or March 2, 2031 if earlier).

Notwithstanding the foregoing, if Mr.

Wilk’s employment as the Chief Executive Officer, Executive Chair or another C-suite position

as an officer of Dave reporting to the Dave board of directors or the then-chief executive officer of Dave (or any successor) is terminated without cause or Mr.

Wilk resigns for “good reason,” the service requirement will be deemed satisfied and the stock option (to the extent it is then outstanding and unexercised) will remain outstanding and will vest when and if the liquidity and milestone requirements are met until the earlier to occur of (i) the date that is 2 years following Mr.

Wilk’s termination date or (ii) the stock option’s earlier termination.

If requested by Dave, Mr.

Wilk will execute a general release of claims in connection with Mr.

Wilk’s termination.

“Good reason” generally includes the occurrence of the following without Mr.

Wilk’s consent:

(a) a decrease of more than 20% in Mr.

Wilk’s total annual cash compensation (excluding any equity-related or long-term incentive compensation opportunity) other than a reduction applied equally to all executives or (b) a requirement that Mr.

Wilk hold a position other than Chief Executive Officer, Executive Chair or another C-suite position

as an officer reporting to the Dave board of directors or the then-chief executive officer of Dave.

For purposes of Mr.

Wilk’s stock option, a “public listing” occurs when (i) Dave shares (or shares of any successor or parent company thereof) becomes publicly traded on an internationally-recognized stock exchange or (ii) a transfer or conversion of shares is made pursuant to a statutory merger or statutory consolidation of Dave with or into another corporation and the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act or is otherwise publicly traded on an internationally-recognized stock exchange (as determined by the Dave board of directors).

The Transactions will constitute a “public listing” and a “corporate transaction” for purposes of Mr.

Wilk’s stock option.

For purposes of Mr.

Wilk’s stock option, “stock price” means as of a specified date:

(a) in the event of a corporate transaction, the per share consideration payable to holders of Legacy Dave Common Stock in connection with such corporate transaction based on the gross proceeds payable in such corporation transaction (as may be readjusted to reflect any additional gross proceeds distributed after the consummation of the corporate transaction);

or (b) after a public listing, the per share value of Dave’s outstanding shares based on the mean of the closing prices of the shares for the 30 consecutive trading days immediately preceding such date of

determination, commencing as of the trading day that is 29 trading days prior to the six month anniversary of the public listing.

Beilman Option Grants and Early Exercises

On November 14, 2018, Mr.

Beilman received a stock option grant to purchase 880,140 shares of Legacy Dave Common Stock.

The stock option vested on July 15, 2019 and 1/48 th

monthly thereafter, subject to Mr.

Beilman’s continuous service through each vesting date.

Beilman’s stock option provides that if Mr.

Beilman’s continuous service terminates, the vested portion of Mr.

Beilman’s option will remain exercisable until the earliest to occur of (i) 90 days following the termination date (10 days if the termination is for cause or 12 months if the termination is due to death or disability) or (ii) November 13, 2028.

On February 4, 2020, Mr.

Beilman received a stock option grant to purchase 1,050,000 shares of Legacy Dave Common Stock.

The stock option vested 1/48 th

on July 27, 2019 and monthly thereafter, subject to Mr.

Beilman’s continuous service through each vesting date.

Beilman’s employment is terminated without cause within 120 days of a change of control, then 50% of the then unvested shares subject to the stock option will immediately vest as of the date of such termination.

On March 3, 2020, Mr.

Beilman exercised the stock option pursuant to an early exercise feature.

To the extent the stock option was unvested at the time of exercise, shares of Legacy Dave Common Stock issued to Mr.

Beilman upon such exercise remain subject to the same vesting conditions as applied to the unvested portion of the stock option prior to the exercise.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation Plan Information

As of December 31, 2021, we had no compensation plans under which equity securities were authorized for issuance.

In connection with the Mergers, our stockholders approved the Dave Inc.

2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding the beneficial ownership of the Company’s common stock as of March 15, 2022, by:

each person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of any class of the Company’s common stock;

each named executive officer of the Company;

all executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of the Common Stock is based on 372,000,500 shares of Common Stock outstanding as of the March 15, 2022, comprised of 323,549,861 shares of Dave Class A Common Stock and 48,450,639 shares of Dave Class V Common Stock outstanding as of January 5, 2022.

Shares of Common Stock that may be acquired by an individual or group within 60 days of the Closing Date pursuant to the exercise of options or warrants that are currently exercisable or exercisable within 60 days of the Closing Date are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting common stock beneficially owned by them.

Unless otherwise indicated, the address for each Dave stockholder listed is:

San Vicente Blvd.

900W, West Hollywood, CA 90069.

Name and Address of Beneficial Owners

Five Percent Holders

Norwest Venture Partners XIV, LP (1)

Paras Chitrakar

Section 32 Fund 1, LP (2)

Current Directors and Named Executive Officers

Kyle Beilman (3)

Brendan Carroll

Andrea Mitchell

Dan Preston (4)

All executive officers and directors of the Combined Company as a group (6 individuals)

Less than one percent.

The general partner of Norwest Venture Partners XIV, L.P.

is Genesis VC Partners XIV, LLC.

The managing member of Genesis VC Partners XIV, LLC is NVP Associates, LLC.

Promod Haque, Jeffrey Crowe and Jon Kossow are co-chief

executive officers of NVP Associates, LLC.

Each of these individuals has shared voting and investment power over the shares held by Norwest Venture Partners XIV, L.P.

The address of Norwest Venture Partners XI, L.P.

is 525 University Avenue, Suite 800, Palo Alto, CA 94301-1922.

The general partner of Section 32 Fund 1, LP is Section 32 GP 1, LLC.

The general partner of Section 32 Fund 1, LP, may be deemed to have voting and dispositive power over the shares held by Section 32 Fund 1, LP.

Investment decisions with respect to the shares held by Section 32 Fund 1, LP are made by the managing member of Section 32 GP 1, LLC, William J.

Maris, and, therefore, Mr.

Maris may be deemed to be the beneficial ownership of all shares held by Section 32 Fund 1, LP.

The address for all entities and individuals affiliated with Section 32 Fund 1, LP is 171 Main St.

#671, Los Altos, CA 94022.

Consists of (a) 2,489,980 shares of Class A Common Stock and (b) 820,150 shares of Class A Common Stock issuable upon exercise of options within 60 days of the Closing Date.

Consists of 772,000 shares of Class A Common Stock issuable upon exercise of options within 60 days of the Closing Date.

Certain Relationships, Related Transactions and Director Independence

Other than compensation and indemnification arrangements for our directors and executive officers, which are described elsewhere in this prospectus, the following is a description of each transaction since January 1, 2018 and each currently proposed transaction in which:

we, VPCC or Legacy Dave have been or are to be a participant;

the amounts involved exceeded or exceeds $120,000;

any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Repurchase Agreement

Concurrently with the execution of the Merger Agreement, VPCC, Legacy Dave, Mr.

Wilk and Kyle Beilman, the Chief Financial Officer of Legacy Dave (“Mr.

Beilman” and together with Mr.

Wilk, the “Selling Holders”), entered into the Repurchase Agreement, pursuant to which, among other things, VPCC agreed to repurchase a certain number of shares of Common Stock from the Selling Holders (including shares of 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”).

The Repurchase was contingent on the amount of cash held in the Company’s Trust Account following (i) the election of eligible holders of shares of VPCC Class A Common Stock to redeem all or a portion of those shares held by such holder at a per-share

price, equal to the aggregate amount on deposit in the Trust Account as of two business days prior to Closing divided by the number of outstanding shares of VPCC Class A Common Stock (the “Share Redemption”), plus (ii) the amount of funds available outside of the Trust Account at the Closing, plus (iii) the proceeds of the PIPE Investment being in excess of $300 million (the “Available Cash”).

Because the Available Cash was less than $300 million, the Repurchase did not occur.

Wilk is one of the Company’s current directors and is the Chief Executive Officer, and Kyle Beilman is the Chief Financial Officer and Secretary of the Company.

Stockholder Support Agreement

The Written Consent Parties and certain transferees entered into Support Agreements with VPCC pursuant to which, among other things, each Written Consent Party agreed to (i) vote their Legacy Dave equity interests in favor of the Transactions, including by agreeing to execute a written consent constituting the Requisite Legacy Dave Stockholder Approval within two business days of the registration statement on Form S-4

becoming effective, and (ii) not transfer their Legacy Dave equity interests prior to the Closing.

The Support Agreements were terminated as of the Effective Time of the Business Combination pursuant to the terms thereof.

Investor Rights Agreement and Lock-Up

In connection with the Closing, the Company, VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”), Janet Kloppenburg, Peter Offenhauser and Kurt Summers (collectively, the “Prior Independent Directors”, and together with the Sponsor, the “Founder Holders”), and certain holders of Legacy Dave Capital Stock, in each case who received Common Stock pursuant to the Merger Agreement, entered into an investor rights agreement (the “Investor Rights Agreement”) in respect of the shares of Common Stock held by the Founder Holders and such Legacy Dave Stockholders following the Closing.

Pursuant to the Investor Rights Agreement, among other things, such holders and their permitted transferees are entitled to certain customary registration rights, including, among other things, demand, shelf and piggy-back rights, subject to cut-back

Pursuant to the Investor Rights Agreement, the Founder Holders and such Legacy Dave Stockholders agree that they will not sell, transfer, pledge or otherwise dispose of shares of Dave Class A Common Stock, shares of Dave Class V Common Stock or other securities exercisable therefor (as applicable), other than in connection with certain permitted transfers specified in the Investor Rights Agreement, for (i) in respect of the Legacy Dave Stockholders, six months following the Closing (the “Dave Stockholders Lock-Up”)

or (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 Dave Class A Common Stock achieves a trading price of at least $12.00 (as such trading price 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) for any 30-trading

day period commencing on or after the 150-day

anniversary of the Closing, and (z) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction resulting in all of the stockholders of the Company having the right to exchange their shares of Common Stock for cash, securities or other property.

Combination Related Party Transactions of VPCC

Financing Agreement

In January 2021, Dave OD, a wholly owned subsidiary of Dave, entered into the Existing Financing Agreement with Victory Park Management, LLC, an affiliate of VPCC, which provides Dave OD with a $100 million senior secured loan facility.

Borrowings under the facility bear interest at 6.95% plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55%.

The facility, which contains multiple tranches, allows Dave OD to draw on the facility based upon eligible receivables outstanding and qualified cash.

Warrants were also issued by Dave OD in connection with the facility.

In November 2021, Dave OD entered into an amendment of the Existing Financing Agreement which added a $20 million credit line which has an interest rate of 8.95% annually, plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55%.

As of December 31, 2021, $35.0 million of term loans under the facility were outstanding and $20.0 million had been drawn on the credit line.

Founder Shares

On January 19, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of Dave in consideration for 6,468,750 Founder Shares.

On January 22, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of VPCC’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares.

In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares issued and outstanding prior to the Closing.

The Founder Shares were identical to the shares of VPCC Class A Common Stock included in the Units sold in the Initial Public Offering except that the Founder Shares are shares of VPCC Class B Common Stock which automatically converted into shares of VPCC Class A Common Stock at the time of the Business Combination and are subject to certain transfer restrictions, as described in more detail below.

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of the initial Business Combination or earlier if, subsequent to the Business Combination, the closing price of the Dave Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 10 trading days within any 30-trading

day period commencing at least 150 days after the Business Combination and (B) the date following the completion of the Business Combination on which Dave completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Dave Class A Common Stock for cash, securities or other property.

Private Warrants

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased from VPCC an aggregate of 5,100,214 Private Warrants at a price of $1.50 per Private Warrant, or $7,650,320 in the aggregate.

Each Private Warrant is exercisable to purchase one share of Dave Class A Common Stock at a price of $11.50 per share.

A portion of the proceeds from the sale of the Private Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account.

The Private Warrants are non-redeemable

for cash and exercisable on a cashless basis.

These Private Warrants are not exercisable until 30 days after the closing of the Business Combination.

Related Party Notes

On January 14, 2021, the Sponsor issued an unsecured promissory note to VPCC (the “Promissory Note”), pursuant to which VPCC could borrow up to an aggregate principal amount of $300,000.

The Promissory Note was non-interest

bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public

The outstanding balance under the Promissory Note of $88,142 was repaid at the closing of the Initial Public Offering on March 9, 2021.

Borrowings under the Promissory Note are no longer available.

Administrative Services Agreement

VPCC entered into an agreement, commencing on March 4, 2021, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services.

Upon completion of a Business Combination, the Company ceased paying these monthly fees.

For the period from January 14, 2021 (inception) through December 31, 2021, the Company incurred $100,000 in fees for these services, respectively, of which $90,000 is included in accrued expenses in the accompanying balance sheet as of December 31, 2021.

The agreement terminated upon the consummation of the Business Combination.

Combination Related Party Transactions of Legacy Dave

Promissory Notes and Loan, Pledge and Option Agreements

In connection with early exercises of two option grants, Kyle Beilman, Dave’s Chief Financial Officer and Secretary, executed two promissory notes for the exercise price in January 2018 and March 2020 in the principal amounts of $34,325 and $981,750, respectively.

The notes bore interest at 2.0% and 1.53% and were to mature on March 12, 2023 and March 3, 2025 (or earlier upon certain specified events), respectively, and were secured by a pledge of certain shares held by Mr.

In August 2019, Legacy Dave entered into loan, pledge, and option agreements with Jason Wilk, its Chief Executive Officer and Director, and Mr.

Beilman in connection with loans by Legacy Dave to Mr.

Beilman related to the early exercise of stock options.

Legacy Dave received Non-Recourse

Promissory Notes in exchange for these loans and an option which allows Legacy Dave to acquire shares held by these stockholders.

The notes were collateralized by a pledge of certain shares held by Mr.

The entire unpaid principal balance of these loans, together with all accrued but unpaid interest, was due and payable upon the earlier of (i) August 12, 2026;

(ii) a liquidity event;

or (iii) upon the exercise of the call option by Legacy Dave.

These loans carried a stated interest rate of 1.87%, which was compounded annually.

The outstanding balance of the loans, inclusive of interest, was approximately $9.9 million, $9.6 million and $9.4 million as of December 31, 2021, December 31, 2020 and December 31, 2019, respectively.

On January 2, 2022, Legacy Dave exercised its option to repurchase the shares with respect to Mr.

On January 3, 2022, Legacy Dave exercised its option to repurchase the shares with respect to Mr.

Beilman, and each such promissory note was cancelled in consideration for the Repurchase, and the pledged shares were released .

Lease Agreements

In December 2018, Legacy Dave and PCJW Properties LLC (“PCJW Properties”) entered into a sublease agreement (the “PCJW Sublease”), and in January 2019, Legacy Dave and PCJW Properties entered into a net lease (the “Net Lease”), in each case for commercial office space in Los Angeles, California.

Jason Wilk, a Director and Chief Executive Officer of Dave, is a partner at PCJW Properties.

Monthly rent under the PCJW Sublease is approximately $5,000, subject to an annual escalation of 4%.

The monthly rent under the Net Lease is approximately $19,000, subject to an annual escalation of 5%.

During the years ended December 31, 2021, 2020, and 2019, Legacy Dave paid approximately $320,000, $240,000 and $305,000, respectively, under these lease agreements.

The Company assumed Legacy Dave’s obligations under the Net Lease and PCJW Sublease.

Right of First Refusal Agreement

In August 2019, Legacy Dave entered into a right of first refusal and co-sale

agreement (the “ROFR and Co-Sale

Agreement”) with certain Legacy Dave Stockholders including Jason Wilk.

Pursuant to the ROFR and Co-Sale

Agreement, certain parties thereto have agreed to grant Legacy Dave a right of first refusal on certain transfers of

Legacy Dave’s equity securities, with other investors party thereto entitled to a secondary right of first refusal and a right of co-sale

on transfers by other applicable holders, subject to certain exceptions, each in accordance with the terms thereof.

The ROFR and Co-Sale

Agreement were terminated in connection with the Closing of the Business Combination.

Voting Agreement

Legacy Dave is a party to the Founder Holder Agreement, dated as of June 3, 2021, pursuant to which certain Legacy Dave Stockholders, including entities affiliated with Victory Park Management, LLC, which is affiliated with Brendan Carroll, who will serve as a director of the Combined Company, have agreed to vote their shares of Legacy Dave Capital Stock on certain matters, including with respect to the election of directors.

This agreement was terminated as of the Effective Time of the Business Combination pursuant to the terms thereof.

Legal Services

The law firm of Mitchell Sandler LLC, of which director nominee Andrea Mitchell is a partner, has provided legal services to Dave for which the firm received payments which exceeded 5% of the firm’s revenues in the past three fiscal years.

As a consequence, Ms.

Mitchell is not an independent director of Dave following the consummation of the Business Combination.

Indemnification Agreements

The Dave Charter contains provisions limiting the liability of directors, and the Dave Bylaws provide that Dave will indemnify each of its directors to the fullest extent permitted under Delaware law.

Our charter documents also provide the Board with discretion to indemnify officers and employees when determined appropriate by the Board.

Dave has entered into indemnification agreements with each of its directors and executive officers.

The indemnification agreements provide that Dave will indemnify each of its directors and executive officers against any and all expenses incurred by such director or executive officer because of his or her status as one of Dave’s directors or executive officers, to the fullest extent permitted by Delaware law and our certificate of incorporation and bylaws.

In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, Dave will advance all expenses incurred by its directors and executive officers in connection with a legal proceeding involving his or her status as a director or executive officer.

For more information regarding these indemnification agreements, see the section entitled “ Limitation on Liability and Indemnification of Officers and Directors

” in Item 12 of this Annual Report on Form 10-K.

Related Party Transactions Policy

Dave has adopted a new written related party transaction policy.

The policy provides that officers, directors, holders of more than 5% of any class of Dave’s voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with Dave without the prior consent of the audit committee, or other independent members of the Board in the event it is inappropriate for the audit committee to review such transaction due to a conflict of interest.

Any request for Dave to enter into a transaction with an executive officer, director, principal stockholder or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000, must first be presented to the audit committee for review, consideration and approval.

In approving or rejecting the proposed transactions, the audit committee will take into account all of the relevant facts and circumstances available.

The information required by this Item 11 will be included in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item 12 will be included in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

Certain Relationships and Related Party Transactions, and Director Independence.

The information required by this Item 13 will be included in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

Principal Accountant Fees and Services.

The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to Withum for services rendered.

For the period from January 14, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were approximately $ 186,558 for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2021 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees.

For the period from January 14, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

For the period from January 14, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees.

For the period from January 14, 2021 (inception) through December 31, 2021, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Policy on Audit Committee Pre-Approval

of Audit and Permissible Non-Audit

Services of Independent Registered Public Accounting Firm

Our audit committee’s policy is to pre-approve

all audit and permissible non-audit

services provided by our independent registered public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for the services to be performed.

These services may include audit services, audit-related services, tax services and other services.

is detailed as to the particular service or category of services and is generally subject to a specific budget.

Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval,

and the fees for the services performed to date.

Prior to the Business Combination, our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee prior to the Business Combination did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of the pre-Business

Combination audit committee were approved by our board of directors.

Since the formation of the pre-Business

Combination audit committee, and on a going-forward basis, the pre-Business

Combination audit committee pre-approved

all auditing services and permitted non-audit

services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits and Financial Statement Schedules.

The information required by this Item 14 will be included in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

Ex hibits and Financial Statement Schedules.

The following documents are filed as part of this report:

3 unchanged sentences

The following exhibits are filed, furnished or incorporated by reference as part of this report.

Exhibits and Financial Statement Schedules.

Agreement and Plan of Merger, dated as of June 7, 2021, by and among VPC Impact Acquisition Holdings III, Inc., Bear Merger Company I Inc., Bear Merger Company II LLC, and Dave Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 10, 2021.)

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 7, 2021.)

Second Amended and Restated Certificate of Incorporation of Dave Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022.)

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Dave Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 5, 2023.

Amended and Restated Bylaws of Dave Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022.)

Specimen Warrant Certificate of the Dave Inc.

(incorporated by reference to Exhibit B to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 9, 2021.)

Warrant Agreement, dated March 4, 2021, between Continental Stock Transfer & Trust Company and VPCC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 9, 2021).

Description of Securities

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Investor Rights Agreement, dated as of January 5, 2022, by and among the Company, the Sponsor, Janet Kloppenburg, Peter Offenhauser and Kurt Summers, and certain holders of Legacy Dave Capital Stock (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Lease by and between PCJW Properties LLC and Legacy Dave (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Sublease by and between PCJW Properties LLC and Legacy Dave (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

2021 Equity Incentive Plan and related forms of award agreements (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Employment Agreement, dated January 3, 2022, by and between Jason Wilk and Dave (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Employment Agreement, dated January 31, 2022, by and between Kyle Beilman and Dave (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on February 1, 2022).

Letter to the Securities and Exchange Commission from WithumSmith+Brown, PC, dated January 11, 2022 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Description 6

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022.)

Convertible Note, dated March 21, 2022, by and between Dave Inc.

and FTX Ventures Ltd.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2022).

Description of Securities ( incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the Commission on March 25, 2022).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Lease by and between PCJW Properties LLC and Legacy Dave, dated as of January 1, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Sublease by and between PCJW Properties LLC and Legacy Dave, dated as pf December 1, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Amended and Restated 2021 Equity Incentive Plan and related forms of award agreements (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022).

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Convertible Note Purchase Agreement, dated March 21, 2022, by and between the Company and FTX Ventures Ltd.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2022).

Executive Incentive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 31, 2022).

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 1, 2022).

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022).

Consent of Deloitte & Touche LLP.

Consent of Moss Adams LLP.

Power of attorney (included on the signature page hereof).

14 unchanged sentences

Indicates a management contract or compensatory plan, contract or arrangement.

Form 10-K Summary

Not applicable

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Ricci as his or her attorney-in-fact,

with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K,

and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact,

or his substitute, may do or cause to be done by virtue hereof.

POWER OF A TTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Ricci or Kyle Beilman as his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

17 unchanged sentences

March 13, 2023

/s/ Teresa Aragones

March 13, 2023

Teresa Aragones

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures