Dave Inc./DE 10-K

Item 8. Financial Statements and Supplementary Data. 51 Table of Contents DAVE INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm F-54 Consolidated Balance Sheets F-55 Consolidated Statements of Operations and Comprehensive Loss F-56 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity F-57 Consolidated Statements of Cash Flows F-58 Notes to Consolidated Financial Statements F-59 52 Table of Contents DAVE INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 100) F-54 Financial Statements: Consolidated Balance Sheet F-55 Consolidated Statement of Operations F-56 Consolidated Statement of Changes in Stockholders’ Deficit F-57 Consolidated Statement of Cash Flows F-58 Notes to Consolidated Financial Statements F-59 to F-74 53 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Dave Inc. (f/k/a VPC Impact Acquisition Holdings III, Inc.) Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Dave Inc. (the “Company”) as of December 31, 2021 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the period from January 14, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from January 14, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2021. New York, New York March 25, 2022 PCAOB ID Number 100 54 Table of Contents DAVE INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) CONSOLIDATED BALANCE SHEET DECEMBER 31, 2021 ASSETS Current Assets Cash $ 79,785 Prepaid expenses 749,808 Total Current Assets 829,593 Cash held in Trust Account 253,788,923 TOTAL ASSETS $ 254,618,516 LIABILITIES, CLASS A COMMON STOCK TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT Current Liabilities Accrued expenses $ 5,035,963 Total Current Liabilities 5,035,963 Warrant liabilities 16,306,393 Deferred underwriting fee payable 8,881,809 TOTAL LIABILITIES 30,224,165 Commitments Class A common stock subject to possible redemption 25,376,598 shares at redemption value of $ 10.00 per share 253,765,980 Stockholders’ Deficit Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; no ne issued and outstanding — Class A common stock, $ 0.0001 par value; 200,000,000 shares authorized; no ne issued and outstanding — Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; 6,344,150 shares issued and outstanding 634 Accumulated deficit ( 29,372,263 ) Total Stockholders’ Deficit ( 29,371,629 ) TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT $ 254,618,516 The accompanying notes are an integral part of the consolidated financial statements. 5 5 Table of Contents DAVE INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) CONSOLIDATED STATEMENT OF OPERATIONS FOR THE PERIOD FROM JANUARY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Formation and operational costs $ 6,376,928 Loss from operations ( 6,376,928 ) Other income (expense): Changes in fair value of warrant liabilities 3,061,951 Transaction costs allocated to warrant liabilities ( 600,571 ) Fair value of Private Placement Warrant liability in excess of proceeds received ( 1,377,059 ) Interest earned on Trust Account 22,943 Total other income, net 1,107,264 Net loss $ ( 5,269,664 ) Weighted average shares outstanding of Class A common stock 21,782,802 Basic and diluted net loss per share, Class A common stock $ ( 0.19 ) Weighted average shares outstanding of Class B common stock (1) 6,244,094 Basic and diluted net loss per share, Class B common stock $ ( 0.19 ) (1) In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at December 31, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding. The accompanying notes are an integral part of the consolidated financial statements. 5 6 Table of Contents DAVE INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT Class B Common Stock Additional Paid in Capital Accumulated Deficit Total Stockholder’s Deficit Shares Amount Balance – January 14, 2021 (Inception) — $ — $ — $ — $ — Issuance of Class B common stock to Sponsor (1) 6,468,750 647 24,353 — 25,000 Accretion for Class A common stock to redemption amount — — ( 24,366 ) ( 24,102,599 ) ( 24,126,952 ) Forfeiture of Founder Shares ( 124,600 ) ( 13 ) 13 — — Net loss — — — ( 5,269,664 ) ( 5,269,664 ) Balance – December 31, 2021 6,344,150 $ 634 $ — $ ( 29,372,263 ) $ ( 29,371,629 ) (1) In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at December 31, 2021. The accompanying notes are an integral part of the consolidated financial statements. 5 7 Table of Contents DAVE INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JANUARY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Cash Flows from Operating Activities: Net loss $ ( 5,269,664 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account ( 22,943 ) Changes in fair value of warrant liabilities ( 3,061,951 ) Transaction costs allocated to warrant liabilities 600,571 Fair value of Private Placement Warrant liability in excess of proceeds received 1,377,059 Changes in operating assets and liabilities: Prepaid expenses ( 749,808 ) Accrued expenses 5,035,963 Net cash used in operating activities ( 2,090,773 ) Cash Flows from Investing Activities: Investment of cash into Trust Account ( 253,765,980 ) Net cash used in investing activities ( 253,765,980 ) Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 248,690,660 Proceeds from sale of Private Placements Warrants 7,650,320 Repayment of promissory note—related party ( 88,142 ) Payment of offering costs ( 316,300 ) Net cash provided by financing activities 255,936,538 Net Change in Cash 79,785 Cash—Beginning of period — Cash—End of period $ 79,785 Non-cash Investing and Financing Activities: Offering costs paid by Sponsor in exchange for issuance of Founder Shares $ 25,000 Offering costs paid through promissory note $ 88,142 Deferred underwriting fee payable $ 8,881,809 Forfeiture of Founder Shares $ ( 13 ) The accompanying notes are an integral part of the consolidated financial statements. 5 8 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS VPC Impact Acquisition Holdings III, Inc. (now known as Dave Inc.) (the “Company”) was a blank check company incorporated in Delaware on January 14, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On January 5, 2022 (the “Closing Date”), the Company consummated the previously announced transaction (pursuant to that certain Agreement and Plan of Merger, dated June 7, 2021 (the “Business Combination Agreement”), by and among Dave Inc. (prior to the Mergers (as defined below), hereinafter referred to as “Legacy Dave”), VPC Impact Acquisition Holdings III, Inc. (“VPCC”), 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”). On January 5, 2022, pursuant to the Business Combination Agreement, First Merger Sub merged with and into Legacy Dave (the “First Merger”), with Legacy 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 Business Combination 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 “Company” or “Dave”). Following the Mergers, “VPC Impact Acquisition Holdings III, Inc.” was renamed “Dave Inc.” and the Surviving Entity was renamed “Dave Operating LLC”. On January 5, 2022, the holders of (a) Legacy Dave Capital Stock and (b) Legacy Dave’s options to purchase Legacy Dave Capital Stock pursuant to the Legacy Dave Stock Plan (the “Legacy Dave Options”), received aggregate merger consideration with an implied value of $ 3,500,000,000 (the “Equity Value”), consisting of a number of shares of Class A common stock of the Company, par value $ 0.0001 per share (the “Class A Common Stock”) and shares of Class V common stock of the Company, par value $ 0.0001 per share (the “Class V Common Stock”, and together with the Class A Common Stock, the “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”). PIPE Investment Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors agreed to purchase an 59 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 aggregate of 21,000,000 shares of Class A Common Stock in a private placement for $ 10.00 per share (the “PIPE Investment”). On August 17, 2021, one of the PIPE Investors entered into an amendment to the Subscription Agreement to allow such 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 Class A Common Stock at Closing. The Business Combination Agreement and the Business Combination was approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on January 4, 2022 (the “Special Meeting”). Prior to the Special Meeting, holders of 22,417,767 shares of the VPCC Class A Common Stock exercised their right to redeem those shares for cash at a price of approximately $ 10.00 per share, for an aggregate of approximately $ 224,195,436 . The per share redemption price of $ 10.00 for public stockholders electing redemption was paid out of the Company’s Trust Account, which after taking into account the Share Redemption, had a balance immediately prior to the Closing of $ 29,590,655 . Immediately after giving effect to the Business Combination (including as a result of the redemptions described above, the conversion of 5,392,528 outstanding Founder Shares into shares of Class A Common Stock on a one-for-one basis and the issuance of an additional 21,000,000 shares of Class A Common Stock in the PIPE Investment as described above), there were 372,000,732 shares of Common Stock, including 323,550,093 shares of Class A Common Stock and 48,450,639 shares of Class V Common Stock, issued and outstanding and warrants to purchase 11,444,364 shares of Class A Common Stock of the Company (“Warrants”) issued and outstanding. Business Prior to the Business Combination Prior to the Business Combination, the Company had two wholly owned subsidiaries which were formed on May 27, 2021, First Merger Sub and Second Merger Sub. All activity through December 31, 2021 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and consummating the acquisition of Dave Inc. The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,376,598 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $ 10.00 per Unit, generating gross proceeds of $ 253,765,980 , which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,100,214 warrants (the “Private Placement Warrants”) at a price of $ 1.50 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”), generating gross proceeds of $ 7,650,321 , which is described in Note 4. Transaction costs amounted to $ 14,386,571 , consisting of $ 5,075,320 of underwriting fees, $ 8,881,809 of deferred underwriting fees and $ 429,442 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $ 253,765,980 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private 60 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Liquidity and Capital Resources As of December 31, 2021, the Company had $ 79,785 in its operating bank accounts and a working capital of deficit $ 4,206,370 . Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $ 25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares and the loan of up to $ 300,000 from the Sponsor pursuant to the Promissory Note (see Note 5). The outstanding balance under the Promissory Note of $88,142 was repaid at the closing of the Initial Public Offering on March 9, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the private placement held outside of the Trust Account. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination, which was the Business Combination with Legacy Dave. The Company completed its Business Combination on January 5, 2022, which was the Business Combination with Legacy Dave, and has raised sufficient capital for its operations. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS 61 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its 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. 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. The Company has 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, the Company, 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 the Company’s consolidated 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. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have any cash equivalents as of December 31, 2021. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated 62 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to $ 13,786,001 were charged to temporary equity upon the completion of the Initial Public Offering, and $ 600,570 of the offering costs were related to the warrant liabilities and charged to the consolidated statement of operations. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 25,376,598 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. 63 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 253,765,980 Less: Proceeds allocated to Public Warrants ( 10,340,965 ) Class A common stock issuance costs ( 13,786,000 ) Plus: Accretion of carrying value to redemption value 24,126,965 Class A common stock subject to possible redemption $ 253,765,980 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,444,364 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the period presented. 6 4 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): For the Period from January 14, 2021 (Inception) Through December 31, 2021 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ ( 4,095,639 ) $ ( 1,174,025 ) Denominator: Basic and diluted weighted average common shares outstanding 21,782,802 6,244,094 Basic and diluted net loss per common share $ ( 0.19 ) $ ( 0.19 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 65 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,376,598 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,876,598 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $ 11.50 per whole share (see Note 7). NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,100,214 Private Placement Warrants at a price of $ 1.50 per Private Placement Warrant, or $ 7,650,320 in the aggregate, which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $ 10.00 per Unit, generating gross proceeds of $ 253,765,980 . Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $ 11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the 66 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.​​​​​​​ NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 19, 2021, the Sponsor paid $ 25,000 to cover certain offering and formation costs of the Company in consideration for 6,468,750 shares of Class B common stock (the “Founder Shares”). On January 22, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20 % of the Company’s issued and outstanding common stock after the Initial Public Offering. 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. The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the 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 initial Business Combination, the closing price of the 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 initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property. Promissory Note—Related Party On January 14, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company 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 Offering. 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 The Company 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 or its liquidation, the Company will cease 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, of which $ 90,000 is included in accrued expenses in the accompanying consolidated balance sheet as of December 31, 2021. 67 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or results of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $ 0.35 per Unit, or $ 8,881,809 in the aggregate. The deferred fee was paid to the underwriters at the closing of the Business Combination on January 5, 2022. NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock —The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. At December 31, 2021, there were 25,376,598 Class A common stock issued and outstanding, which are presented as temporary equity. Class B Common Stock —The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $ 0.0001 per share. At December 31, 2021, there were 6,344,150 shares of Class B common stock issued and outstanding. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to 68 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. NOTE 8. WARRANT LIABILITIES As of December 31, 2021, there are 6,344,150 Public Warrants outstanding and 5,100,214 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its 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 the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $ 11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 69 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 : —Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon a minimum of 30 days ’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants for when the price per share of Class A common stock equals or exceeds $ 10.00 : — Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and • if, and only if, the closing price of Class A common stock equals or exceeds $ 10.00 per Public Share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial 70 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of December 31, 2021, there were 5,100,214 Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.​​​​​​​ NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Net operating loss carryforward $ 30,182 Startup/Organizational expenses 1,304,155 Total deferred tax assets 1,334,337 Valuation allowance ( 1,334,337 ) Deferred tax assets, net of allowance $ — The income tax provision consists of the following: December 31, 2021 Federal Current $ — Deferred ( 1,334,337 ) State Current $ — Deferred — Change in valuation allowance 1,334,337 Income tax provision $ — 71 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 As of December 31, 2021, the Company had $ 143,723 in U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 14, 2021 (inception) through December 31, 2021, the change in the valuation allowance w as $ 1,334,337 . A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 Chang in fair value of warrant liabilities 12.2 Transaction costs allocated to warrant liabilities ( 2.4 ) Compensation expense—warrants ( 5.5 ) Change in valuation allowance ( 25.3 ) Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. NOTE 10. FAIR VALUE MEASUREMENTS At December 31, 2021, assets held in the Trust Account were comprised of $ 253,788,923 in cash. Through December 31, 2021, the Company withdrew no interest earned on the Trust. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description December 31, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant Liability—Public Warrants $ 6,756,519 $ 6,756,519 $ — $ — Warrant Liability—Private Placement Warrants $ 9,549,874 $ — $ — $ 9,549,874 7 2 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Black Scholes Model was used in estimating the fair value of the Public Warrants for periods prior to their detachment and where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows: January 12, 2021 (Initial Measurement) December 31, 2021 Input Public Warrants Private Warrants Private Warrants Stock Price $ 10.00 $ 9.59 $ 10.25 Exercise Price $ 11.50 $ 11.50 $ 11.50 Volatility 26.9 % 26.0 % 23.0 % Term (years) 5.00 5.00 5.00 Dividend Yield 0.00 % 0.00 % 0.00 % Risk Free Rate 1.21 % 1.21 % 1.26 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 14, 2021 (inception) $ — $ — $ — Initial measurement on March 9, 2021 (Initial Public Offering) 9,027,379 10,340,965 19,368,344 Change in fair value 522,495 ( 253,766 ) 268,729 Transfer to Level 1 — ( 10,087,199 ) ( 10,087,199 ) Fair value as of December 31, 2021 $ 9,549,874 $ — $ 9,549,874 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from January 14, 2021 (inception) through December 31, 2021 was $ 10,087,199 . 7 3 Table of Contents DAVE, INC. (F/K/A VPC IMPACT ACQUISITION HOLDINGS III, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described in these financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 5, 2022 the Company completed its Business Combination with Legacy Dave. 74 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.