What changed in this filing

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Item 1. Financial Statements

2022-08-22 compared with 2022-05-13 · 596 added, 424 removed, 794 unchanged (56% of the section changed)

Financial Statements

and Subsidiaries

and Subsidiary

Condensed Consolidated Balance Sheets

1 unchanged sentence

except share data)

As of March 31,

As of June 30,

As of December

2 unchanged sentences

Marketable securities

Member advances, net of allowance for unrecoverable advances of $ 16,340 and $ 11,995 as of March 31, 2022 and December 31, 2021, respectively

Member advances, net of allowance for unrecoverable advances of $ 19,150 and $ 11,995 as of

June 30, 2022 and December 31, 2021, respectively

Short-term investments

(available-for-sale)

Prepaid income taxes

3 unchanged sentences

Property and equipment, net

Lease right-of-use assets (related-party of $ 914 and $ 970 as of March 31, 2022 and December 31,

2021, respectively)

Lease right-of-use

assets (related-party of $ 856

970 as of June 30, 2022 and December 31, 2021, respectively)

Intangible assets, net

1 unchanged sentence

Debt facility commitment fee, long-term

Restricted cash, net of current portion

Restricted cash

Liabilities, and stockholders’ equity

2 unchanged sentences

Accrued expenses

Lease liabilities, short-term (related-party of $ 253 and $ 243 as of March 31, 2022 and December 31, 2021, respectively)

Lease liabilities, short-term (related-party of $

243 as of June 30, 2022 and December 31, 2021, respectively)

Legal settlement accrual

4 unchanged sentences

Total current liabilities

Lease liabilities, long-term (related-party of $ 754 and $ 822 as of March 31, 2022 and December 31, 2021, respectively)

Lease liabilities, long-term (related-party of $ 684 and $ 822 as of June 30, 2022 and December 31, 2021, respectively)

Debt facility, long-term

1 unchanged sentence

Warrant liabilities

Other non-current

Earnout liabilities

Other non-current liabilities

Total liabilities

2 unchanged sentences

Preferred stock, par value per share $ 0.0001 , 10,000,000 shares authorized;

0 shares issued and outstanding at March 31, 2022 and December 31, 2021

0 shares issued and outstanding at June 30, 2022 and December 31, 2021

Class A common stock, par value per share $ 0.0001 , 500,000,000 shares authorized;

324,245,822 and 297,094,254 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

325,671,886 a

nd 297,094,254 shares issued at June 30, 2022 and December 31, 2021, respectively;

and 297,094,254 shares

outstanding at June 30, 2022 and December 31, 2021, respectively

Class V common stock, par value per share $ 0.0001 , 100,000,000 shares authorized;

48,450,639 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively;

48,450,639 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Treasury stock

Additional paid-in

Accumulated other comprehensive loss

Loans to stockholders

3 unchanged sentences

See accompanying notes to the condensed consolidated financial statements.

and Subsidiaries

and Subsidiary

Condensed Consolidated Statements of Operations

(in thousands)

For the Three Months Ended

March 31, 2022

March 31, 2021

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Operating revenues:

14 unchanged sentences

Other strategic financing and transactional expenses

Gain on extinguishment of liability

Changes in fair value of derivative asset on loans to stockholders

Changes in fair value of earnout liabilities

Changes in fair value of warrant liabilities

Total other (income) expense, net

Net (loss) income before provision (benefit) for income taxes

Provision (benefit) for income taxes

Total other income, net

Net (loss) income before provision for income taxes

Provision for income taxes

Net (loss) income

Net (loss) income per share:

Weighted-average shares used to compute net (loss) income per share

Net loss per share:

Weighted-average shares used to compute net loss per share

See accompanying notes to the condensed consolidated financial statements.

and Subsidiaries

and Subsidiary

Condensed Consolidated Statements of Comprehensive (Loss)

(in thousands)

For the Three Months Ended

For the Six Months Ended

Net (loss) income

Other comprehensive income (loss):

Unrealized loss on available-for-sale securities, net of tax $ 0 and $ 0

Comprehensive income (loss)

See accompanying notes to the condensed consolidated financial statements.

and Subsidiary

Condensed Consolidated Statement of Stockholders’ Equity

(in thousands, except share data)

Series A convertible

preferred stock

1 unchanged sentence

preferred stock

comprehensive

stockholders’

7 unchanged sentences

Issuance of Class A common stock pursuant to the Merger Agreement

Exercise of Series B-1

preferred stock warrants, net of settlement

Conversion of 2019 convertible notes and accrued interest to Class A common stock

Exercise of Series B-1 preferred stock warrants, net of settlement

Conversion of 2019 convertible notes and accrued

interest to Class A common stock

Repurchase of Class A common stock

2 unchanged sentences

Exercise of derivative asset and paydown of stockholder loans

Extinguishment of liability

Stock-based compensation

Balance at March 31, 2022

Unrealized loss on available-for-sale securities

Balance at June 30, 2022

Series A convertible

preferred stock

1 unchanged sentence

preferred stock

comprehensive

stockholders’

5 unchanged sentences

Issuance of common stock for stock option exercises

Vesting of stock option early exercises

Stockholder loans interest

Stock-based compensation

Balance at June 30, 2021

preferred stock

comprehensive

stockholders’

Balance at March 31, 2022

Issuance of Class A common stock for stock option exercises

Extinguishment of liability

Stock-based compensation

Unrealized loss on available-for-sale securities

Balance at June 30, 2022

preferred stock

comprehensive

stockholders’

Balance at March 31, 2021

Issuance of Class A common stock for stock option exercises

Vesting of stock option early exercises

Stockholder loans interest

Stock-based compensation

Balance at June 30, 2021

See accompanying notes to the condensed consolidated financial statements.

and Subsidiaries

and Subsidiary

Condensed Consolidated Statements of Cash Flows

(in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Operating activities

2 unchanged sentences

Depreciation and amortization

Provision for unrecoverable advances

Changes in fair value of derivative assets

for unrecoverable advances

Changes in fair value of derivative assets on loans to stockholders

Changes in fair value of warrant liabilities

Changes in fair value of earnout liabilities

Gain on extinguishment of liability

Stock-based compensation

lease expense

Non-cash lease expense

Changes in fair value of marketable securities

Changes in operating assets and liabilities:

Member advances

Member advances, service revenue

Prepaid income taxes

2 unchanged sentences

Accrued expenses

Income taxes payable

Legal settlement accrual

1 unchanged sentence

Other non-current

Interest payable, convertible notes

Net cash (used in) provided by operating activities

Interest payable, convertible

Net cash (used in) operating activities

Investing activities

1 unchanged sentence

Purchase of property and equipment

Net disbursements and collections of Member advances

Purchase of short-term investments

Purchase of marketable securities

Sale of marketable securities

Net cash (used in) provided by investing activities

Net cash (used in) investing activities

Financing activities

13 unchanged sentences

investing and financing activities:

Operating lease right of use assets recognized

Operating lease liabilities recognized

Property and equipment purchases in accounts payable

Conversion of convertible preferred stock to Class A common stock in connection with the reverse recapitalization

1 unchanged sentence

Conversion of convertible notes and accrued interest to Class A common stock in connection with the reverse recapitalization

Conversion of B-1

Warrants to Class A common stock in connection with the reverse recapitalization

Conversion of B-1 Warrants to Class A common stock in connection with the reverse recapitalization

Discharge of PIPE promissory note in connection with the reverse recapitalization

Supplemental disclosure of cash (received) paid for:

The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheet with the same as shown in the condensed consolidated statement of cash flows.

The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported

condensed consolidated balance sheet with the same as shown in the condensed consolidated

Cash and cash equivalents

2 unchanged sentences

See accompanying notes to the condensed consolidated financial statements.

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 1 Organization and Nature of Business

(“Dave” or the “Company”), a Delaware corporation, with headquarters located in West Hollywood, California, is a financial services company.

(“Dave” or the “Company”), a Delaware corporation, with headquarte rs located in

, is a financial services company.

Dave was originally incorporated in the State of Delaware on January 14, 2021 as a special purpose acquisition company under the name VPC Impact Acquisition Holdings III, Inc.

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Many Americans are often unable to maintain a positive balance between paychecks, driving a reliance on overdraft, payday loans, auto title loans and other forms of expensive credit to put food on the table, gas in their car or pay for unexpected emergencies.

For example, traditional banks charge up to $ 34 for access to as little as $ 5 of overdraft, whereas many others in the financial services sector don’t allow for overdraft at all.

For example, traditional banks charge up to $ 34 for access to as little as $ 5 of overdraft, whereas many others in the financial services sector do not

allow for overdraft at all.

Dave invented a free overdraft and short-term credit alternative called ExtraCash, which allows Members to advance funds to their account and avoid a fee altogether.

Members may receive an advance of up to $ 500

and may only have one advance outstanding at any given time .

Dave seeks to help Members improve their financial health by presenting new job opportunities to them.

Through Dave’s partnership with leading employers Members can quickly submit applications and improve their income with flexible employment.

Members have generated more than

$ 157 million of new income through applications submitted using Dave’s Side Hustle product since it was launched in 2018.

Dave Banking:

Dave offers a full-service digital checking account through its partnership with Evolve Bank and Trust.

(“Evolve”), an Arkansas-based, nationally chartered bank owned by Evolve Bancorp Inc.

The Company does not have overdraft and minimum balance fees, we allow for early paycheck payment and help Members build credit with their rent and utility payments.

Dave Banking Members also have access to Insights and higher ExtraCash limits.

Dave offers a full-service digital checking account through its partnership with Evolve Bank and Trust (“Evolve”).

The Dave Spending Account does not have overdraft and minimum balance fees.

Notes to the Unaudited Condensed Consolidated Financial Statements

4 unchanged sentences

Following the Mergers, “VPC Impact Acquisition Holdings III, Inc.” was renamed “Dave Inc.” and the Surviving Entity was renamed “Dave Operating LLC”.

327,255,618 shares of Class A common stock of the Company, par value

$ 0.0001 per share (the “Class A Common Stock”) and 48,450,639 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”).

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 Legacy Dave’s stock plan (the “Legacy Dave Options”), received aggregate merger consideration, consisting of 327,255,618 shares of Class A common stock of the Company, par value $ 0.0001 per share (the “Class A Common Stock”) and 48,450,639 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”).

The Company’s Class A Common Stock is now listed on the Nasdaq Global Market under the symbol “DAVE”, and warrants to purchase the Class A Common Stock at an exercise price of $ 11.50 per share are listed on Nasdaq under the symbol “DAVEW”.

The audited financial statements included in Dave’s Annual Report on

The audited financial statements included in Dave’s Annual Report on Form 10-K

filed with the SEC on March 25, 2022 are those of VPCC prior to the consummation of the Business Combination and the name change.

The audited financial statements of Legacy Dave are included in Form 8-K/A filed with the SEC on March 25, 2022 prior to the consummation of the Business Combination and the name change.

The audited financial statements of Legacy Dave are included in Form 8-K/A

filed with the SEC on March 25, 2022 prior to the consummation of the Business Combination and the name change.

Prior to the Business Combination, VPCC neither engaged in any operations nor generated any revenue.

1 unchanged sentence

The audited Consolidated Financial Statements as of and for the years ended December 31, 2021 and 2020 for Legacy Dave were included in Exhibit 99.3 of Amendment No.

1 to the Current Report on Form 8-K (the “Form 8-K/A”) filed with the Securities and Exchange Commission (“SEC”) on March 25, 2022.

1 to the Current Report on Form 8-K

(the “Form 8-K/A”)

filed with the Securities and Exchange Commission (“SEC”) on March 25, 2022.

There are many uncertainties regarding the current global pandemic involving a novel strain of coronavirus (“COVID-19”),

3 unchanged sentences

government may further adopt.

Beginning in March 2020, Dave’s

business and operations were disrupted by the conditions caused by COVID-19,

Beginning in March 2020, Dave’s business and operations were disrupted by the conditions caused by COVID-19,

which adversely affected Members’ spending levels and disposable income.

3 unchanged sentences

The Company actively monitors the performance of its Advance portfolio and will continue to assess the impact of the COVID-19

At the onset of the pandemic, the Company made some underwriting modifications in response and intend to make additional adjustments to the Company’s

risk management policies as necessary.

At the onset of the pandemic, the Company made some underwriting modifications in response and intend to make additional adjustments to the Company’s risk management policies as necessary.

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 2 Restatement of Previously-Issued Financial Statements

In connection with the preparation of the Company’s June 30, 2022 unaudited condensed consolidated financial statements, management became aware of a classification error in the condensed consolidated statements of cash flows for the six months ended June 30, 2021.

The Company previously presented cash flow from Member advances, which includes disbursements, collection s

and service revenues, as an operating activit ies

The Company identified that the disbursements and collections of Member advances should be part of investing activities while revenues are part of operating activities.

The Company corrected this error by reclassifying the net disbursements and collections portion of the cash flows to investing activities under “Net disbursements and collections of Member advances” in the condensed consolidated statements of cash flows.

The Company also updated the financial line item for the service revenue portion from “Mem

ber advances” in operating activities to “Member advances, service revenue”.

This error only impacts the condensed consolidated statements of cash flows.

The following table presents the impact of this error correction in the condensed consolidated statements of cash flows for the six months ended June 30, 2021, (in thousands):

For the Six Months Ended June 30, 2021

Operating Activities

Member advances, service revenue

Net cash (used in) operating activities

Investing Activities

Net disbursements and collections of Member advances

Net cash (used in) investing activities

Note 3 Summary of Significant Accounting Policies

4 unchanged sentences

GAAP and should be read in conjunction with the Company’s consolidated financial statements.

The accompanying unaudited (a) condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (b) the unaudited interim condensed financial statements have been prepared in accordance pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

The accompanying (a) unaudited condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (b) the unaudited interim condensed financial statements have been prepared in accordance pursuant to the rules and regulations of the SEC regarding interim financial reporting.

Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

Therefore, it is suggested that these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Current Report on Forms 10-K and 8-K/A, both dated March 24, 2022, that were filed with the Securities and Exchange Commission.

In the opinion of the Company, in addition to the adjustments to record the business combination (the “Business Combination”) between VPCC and Legacy Dave, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2022 or any future period.

Subsequent events are events or transactions that occur after the condensed consolidated balance sheet date, but before condensed consolidated financial statements are available to be issued.

The Company recognizes in the condensed consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the condensed consolidated balance sheet, including the estimates inherent in the process of preparing the condensed consolidated financial statements.

The Company’s condensed consolidated financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the condensed consolidated balance sheet but arose after the condensed consolidated balance sheet date and before the condensed consolidated financial statements were available to be issued.

both dated March 25, 2022, that were filed with the SEC.

In addition to the adjustments to record the Business Combination between VPCC and Legacy Dave, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2022 or any future period.

Retroactive Application of Reverse Recapitalization

As discussed further in Note 3, The Reverse Recapitalization and Related Transactions

, the Business Combination is accounted for as a reverse recapitalization of equity structure.

As discussed in Note 4, The Reverse Recapitalization and Related Transactions, the Business Combination is accounted for as a reverse recapitalization of equity structure.

Pursuant to U.S.

GAAP, the Company recasts its Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity from December 31, 2020 to the Closing Date, the total stockholder’s equity (deficit) within the Company’s Consolidated Balance Sheet as of December 31, 2021 and the weighted average outstanding shares basic and diluted for the year ended December 31, 2021 by applying the recapitalization retroactively.

GAAP, the Company recasts its Consolidated Statements of Stockholders’ Equity from December 31, 2020 to the Closing Date, the total stockholder’s equity within the Company’s Consolidated Balance Sheet as of December 31, 2021 and the weighted average outstanding shares basic and diluted for the year ended December 31, 2021 by applying the recapitalization retroactively.

Notes to the Unaudited Condensed Consolidated Financial Statements

In addition, the Company recasts the stock class and issued and outstanding number of shares, exercise prices of options and warrants for each balance sheet period presented in these condensed consolidated financial statements and the accompanying notes.

Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

Pursuant to the terms of the Business Combination Agreement, as part of the Closing, all of the issued and outstanding Series A preferred stock Legacy Dave were automatically converted into Legacy Dave common stoc

Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Stockholders’ Equity

1 ratio and Series B-1

3 unchanged sentences

Additionally, each of the Company’s options that were outstanding immediately prior to the closing of the Business Combination remained outstanding and converted into options for Class A Common Stock and Class V Common Stock equal to the number of the Company’s Common Stock, subject to such options multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such options divided by the Exchange Ratio, with the aggregate amount of shares of Class A Common Stock and Class V Common Stock issuable upon exercise of such options to be 32,078,481 .

Notes to the Unaudited Condensed Consolidated Financial Statements

Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Operations

Furthermore, based on the retroactive application of the reverse recapitalization to the Company’s Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity, the Company recalculated the weighted average shares for the year ended December 31, 2021.

The basic and diluted weighted-average Legacy Dave Common Stock were retroactively converted to Class A Common Stock and Class V Common Stock using the Exchange Ratio to conform to the recast period (see Note 2, Net (Loss) Income Per Share Attributable to Stockholders, for additional information).

Furthermore, based on the retroactive application of the reverse recapitalization to the Company’s Condensed Consolidated Statements of Stockholders’ Equity, the Company recalculated the weighted average shares for the year ended December 31, 2021.

The basic and diluted weighted-average Legacy Dave Common Stock were retroactively converted to Class A Common Stock and Class V Common Stock using the Exchange Ratio to conform to the recast period (see Note 3, Net Loss Per Share Attributable to Stockholders, for additional information).

Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets

4 unchanged sentences

Principles of Consolidation

The Company consolidates financial statements of all entities in which the Company has a controlling financial interest, including the accounts of any Variable Interest Entity in which the Company has a controlling financial interest and for which it is the primary beneficiary.

The Company consolidates financial statements of all entities in which the Company has a controlling financial interest, including the accounts of any Variable Interest Entity (“VIE”) in which the Company has a controlling financial interest and for which it is the primary beneficiary.

All intercompany transactions and balances have been eliminated upon consolidation.

Variable Interest Entities

The Company is considered the primary beneficiary of Dave OD, as it has the power over the activities that most significantly impact the economic performance of Dave OD and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant, in accordance with accounting guidance.

The Company is considered the primary beneficiary of Dave OD Funding I, LLC (“Dave OD”), as it has the power over the activities that most significantly impact the economic performance of Dave OD and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant, in accordance with accounting guidance.

As a result, the Company consolidated Dave OD and all intercompany accounts have been eliminated.

The carrying value of Dave OD’s assets and liabilities, after elimination of any intercompany transactions and balances, in the unaudited condensed consolidated balance sheet as of March 31, 2022, are as follows:

Notes to the Unaudited Condensed Consolidated Financial Statements

The carrying value of Dave OD’s assets and liabilities, after elimination of any intercompany transactions and balances, in the unaudited condensed consolidated balance sheet are as follows:

As of June 30,

As of December 31,

Cash and cash equivalents

Member advances, net of allowance for unrecoverable advances of $ 1,827 as of March 31, 2022

Member advances, net of allowance for unrecoverable

$ 1,756 and @ 1,315

as of June 30, 2022 and

December 31, 2021, respectively

Debt and credit facility commitment fee, current

Debt facility commitment fee, long-term

Debt facility commitment fee, long-ter m

Accounts payable

Credit facility

Debt facility

Other current liability

Warrant liability

Total liabilities

Notes to the Unaudited Condensed Consolidated Financial Statements

Use of Estimates

6 unchanged sentences

(iv) fair value of derivatives;

(v) valuation of note payable and (vi) fair value of warrant liabilities.

(v) valuation of note payable;

(vi) fair value of warrant

liabilities and (vii) fair value of the earnout liability.

Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

Below is detail of operating revenues (in thousands):

For the Three Months Ended

For the Six Months Ended

Service based revenue, net

Processing fees, net

Subscriptions

Transaction based revenue, net

Service Based Revenue, Net:

Service based revenue, net primarily consists of tips, express processing fees, and subscriptions charged to Members, net of processor costs associated with advance disbursements.

Member advances are treated as financial receivables under Accounting Standards Codification (“ASC”) 310 Receivables (“ASC 310”).

The Company encourages but does not contractually require its Members who receive a cash advance to leave a discretionary tip.

The Company treats tips as an adjustment of yield to the advances and are recognized over the average term of advances.

Processing Fees, Net

Express processing fees apply when a Member requests an expedited cash advance.

At the Member’s election, the Company expedites the funding of advance funds within eight hours, as opposed to the customary three business days, of the advance request.

At the Member’s election, the Company expedites the funding of advance funds within eight hours of the advance request, as opposed to the customary three business days.

Express fees are nonrefundable loan origination fees and are recognized as revenues over the expected contractual term of the advance.

1 unchanged sentence

These direct loan origination costs are netted against advance-related income over the expected contractual term of the advance.

Direct origination costs recognized as a reduction of advance-related income during the periods ended March 31, 2022 and 2021, was $ 0.9 million and $ 0.9 million, respectively.

The Company accounts for subscriptions in accordance with ASC 606, Revenue from Contracts with Customers

Direct origination costs recognized as a reduction of advance-related income during the three and six months ended June 30, 2022 was approximately

$ 1.1 million and $ 2.1 million, respectively.

During the three and six months ended June 30, 2021 we recognized direct origination costs as a reduction of advance-related income of approximately

$ 0.9 million and $ 1.8 million, respectively.

The Company encourages but does not contractually require its Members who receive a cash advance to leave a discretionary tip.

The Company treats tips as an adjustment of yield to the advances and are recognized over the average term of advances.

Subscriptions

The Company accounts for subscriptions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, the Company must identify the contract with a Member, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies the performance obligations.

The Company’s primary sources of revenue are derived from fees earned on advances, and other financial instruments that are not within the scope of ASC 606.

The Company has evaluated the nature of its contracts with Members and determined that further disaggregation of revenue from contracts with Members into categories beyond what is presented in the condensed consolidated statements of operations was not necessary.

For revenue sources that are within the scope of Topic 606, the Company fully satisfies its performance obligations and recognizes revenue in the period it is earned as services are rendered.

Transaction prices are typically fixed, charged on a periodic basis or based on activity.

Transaction prices are typically fixed, charged on a periodic basis or based on

Notes to the Unaudited Condensed Consolidated Financial Statements

Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying ASC 606 that significantly affects the determination of the amount and timing of revenue from contracts with the Company’s Members.

1 unchanged sentence

Subscription fees of $ 1 are received on a monthly basis from Members who subscribe to the Company’s application.

The Company continually fulfills its obligation to each Member over the subscription term.

The Company continually fulfills its obligation to each Member over the monthly

subscription term.

The series of distinct services represents a single performance obligation that is satisfied over time.

2 unchanged sentences

For price concessions, the Company has elected, as an accounting policy, to account for price concessions for the month at the end of the reporting month based on the actual amounts of concessions granted as the impact.

Notes to the Unaudited Condensed Consolidated Financial Statements

Service based revenue also consists of lead generation fees from the Company’s Side Hustle advertising partners.

2 unchanged sentences

Lead generation revenue is recognized at a point in time upon satisfaction and completion of the single performance obligation.

The Company also receives cash monthly as part of a rewards program for those Dave debit card Members who choose to spend funds with selected vendors.

The cash received by the Company is recorded as unearned revenue and recognized as revenue as the subscription credits are earned by the Members.

The Company also offers a reward program to enable Dave debit card Members to earn subscription credits.

The Company also offers a rewards program to enable eligible Dave debit card Members to earn subscription credits by spending funds with selected vendors.

The program is managed by a third-party service provider and cash received by the Company from the third-party service provider is recorded as unearned revenue and recognized as revenue as the subscription credits are earned by the Members.

Transaction Based Revenue, Net:

1 unchanged sentence

fees, and are recognized at the point in time the transactions occur, as the performance obligation is satisfied.

fees recognized as a reduction of transaction based revenue during the periods ended March 31, 2022 and 2021, w ere

fees recognized as a reduction of transaction based revenue during the three and six months ended June 30, 2022 were approximately

$ 0.1 million and $ 0.2 million, respectively.

ATM-related fees recognized as a reduction of transaction based revenue during the three and six months ended June 30, 2021 were approximately

$ 0.2 million and $ 0.4 million, respectively.

Processing and Servicing Fees

6 unchanged sentences

Restricted cash primarily represents cash held at financial institutions that is pledged as collateral for specific accounts that may become overdrawn.

Notes to the Unaudited Condensed Consolidated Financial Statements

Marketable Securities

Marketable securities consist of a money market mutual fund.

The fair value of marketable securities is determined by quoted prices in active markets and changes in fair value are recorded in other (income) expense in the consolidated statements of operations.

Marketable securities consist of investment in a money market mutual fund.

The Co mpany carries

this investment

air value and the fair value is determined by quoted prices in active markets and changes in fair value are recorded in other (income) expense in the consolidated statements of operations.

Short-term investments consist of corporate bonds and notes, asset backed securities, and government securities and are classified as “available-for-sale”, as the sale of such securities may be required prior to maturity to implement the Company’s strategies.

The fair value of short-term investments are determined by quoted prices in active markets with unrealized gains and losses (other than credit related impairment) reported as a separate component of other comprehensive income.

Unrealized gains and losses of short-term investments are included in accumulated other comprehensive income, net of tax, in our condensed consolidated balance sheets, with unrealized gains and losses, net of tax, reported as a separate component of stockholders’ equity as accumulated other comprehensive income (loss).

For securities with unrealized losses, any credit related portion of the loss is recognized in earnings.

If it is more likely than not that the Company will be unable or does not intend to hold the security to recovery of the non-credit related unrealized loss, the loss is recognized in earnings.

Realized gains and losses are determined using the specific identification method and recognized in our condensed consolidated statements of comprehensive income.

Any related amounts recorded in accumulated other comprehensive income are reclassified to earnings (on a pretax basis).

Member Advances

22 unchanged sentences

Other costs are expensed as incurred and included within Other general and administrative expenses in the condensed consolidated statements of operations.

Capitalized costs for the three month periods ended March 31, 2022 and 2021, w ere

approximately $ 2.3 million and $ 1.1 million, respectively.

Notes to the Unaudited Condensed Consolidated Financial Statements

Amortization of internally developed software commences when the software is ready for its intended use (i.e., after all substantial testing is complete).

Internally developed software is amortized over its estimated useful life of 3 years.

Amortization expense for the three month periods ended March 31, 2022 and 2021, was approximately $ 1.0 and $ 0.6 million, respectively.

Property and Equipment

The Company’s accounting policy is to perform annual reviews of capitalized internally developed software projects to determine whether any

indicators are present as of December 31, or whenever a change in circumstances suggests an indicator is present.

If any indicators are present, the Company will perform a recoverability test by comparing the sum of the estimated undiscounted cash flows attributed to the asset group to their

carrying amounts.

If the undiscounted cash flows expected to result from the remaining use of the asset (i.e., cash flows when testing recoverability) are less than the asset group’s carrying amount, the Company will determine the fair value of the asset group and recognize an impairment loss for the amount the carrying amount of the asset group exceeds its fair value.

If based on the results of the recoverability test, no impairment is indicated as the remaining undiscounted cash flows exceed the carrying value of the Legacy Advance Software asset group, the carrying value of the asset group as of the assessment date is deemed fully recoverable.

In addition, the Company evaluates the remaining useful life of an intangible asset that is being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization.

estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset shall be amortized prospectively over that revised remaining useful life.

Notes to the Unaudited Condensed Consolidated Financial Statements

Property and Equipment , Net

Property and equipment are stated at cost less accumulated depreciation.

Property and equipment are recorded at cost and depreciated over the estimated useful lives ranging from 3 to 7 years using the straight-line method.

Maintenance and repair costs are charged to operations as incurred and included within other operating expenses in the consolidated statements of operations.

Maintenance and repair costs are charged to operations as incurred and included within other operating expenses in the condensed

consolidated statements of operations.

Impairment of Long-Lived Assets

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The Company reviewed the terms of warrants to purchase its Common Stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its condensed consolidated balance sheet.

In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in Accounting Standards Codification (“ASC”) Subtopic 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity.

As the warrants do not meet the conditions for equity classification, they are carried on the consolidated balance sheet as warrant liabilities measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense).

In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in ASC Subtopic 815-40,

Derivatives and Hedging – Contracts in an Entity’s Own Equity.

As the warrants do not meet the conditions for equity classification, they are carried on the condensed consolidated balance sheets as warrant liabilities measured at fair value, with subsequent changes in the fair value of the warrant recorded in the condensed consolidated statement of operations as change in fair value of warrants in other income (expense).

Fair Value of Financial Instruments

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Notes to the Unaudited Condensed Consolidated Financial Statements

Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands):

March 31, 2022

Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in

June 30, 2022

Marketable securities

Short-term investments

Warrant liabilities - public warrants

Warrant liabilities - private placement warrants

Earnout liabilities

Total liabilities

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Warrant liability

Note payab l e

Total liabilities

The Company had no assets and liabilities measured at fair value on a non-recurring

basis as of March 31, 2022 and December 31, 2021.

basis as of June 30, 2022 and December 31, 2021.

The Company also has financial instruments not measured at fair value.

The Company has evaluated cash and cash equivalents, Member advances, net, restricted cash, accounts payable, and accrued expenses, and believes the carrying value approximates the fair value due to the short-term nature of these balances.

The fair value of the debt facility, convertible debt, and line of credit approximate their carrying values.

The debt facility, convertible debt, and credit facility are not measured at fair value on a recurring basis.

The fair value of the debt facility, convertible debt, and credit facility approximate their carrying values.

Marketable Securities:

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The Company’s investments in marketable securities are exposed to price fluctuations.

The fair value measurements for the securities are based upon the quoted prices of similar items in active markets multiplied by the number of securities owned.

The fair value measurements for the securities are based upon the quoted prices of identical

items in active markets multiplied by the number of securities owned.

Short-Term Investments:

The following describes the valuation techniques used by the Company to measure the fair value of short-term investments held at June 30, 2022 and December 31, 2021.

Government Securities

The fair value of U.S.

government securities is estimated by independent pricing services who use computerized valuation formulas to calculate current values.

government securities are categorized in Level 2 of the fair value hierarchy.

Corporate Bonds and Notes

The fair value of corporate bonds and notes is estimated by independent pricing services who use computerized valuation formulas to calculate current values.

These securities are generally categorized in Level 2 of the fair value hierarchy or in Level 3 when market-based transaction activity is unavailable and significant unobservable inputs are used.

Asset-Backed Securities

The fair value of these instruments is estimated by independent pricing services who use computerized valuation formulas to calculate current values.

These securities are generally categorized in Level 2 of the fair value hierarchy or in Level 3 when market-based transaction activity is unavailable and significant unobservable inputs are used.

Derivative Asset Related to Loans to Stockholders:

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As of the date of the Business Combination, the exercise price per share was approximately $ 3.42 .

The Company understands that this variability in the exercise price of the call option is tied to the passage of time, which is not an input to the fair value of the Company’s shares per ASC 815, Derivatives and Hedging

Therefore, the Company does not believe the call option meets the scope exception under ASC 815.

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Interest earned on the non-recourse

promissory notes was reported as interest income and changes in the fair value of the call option were reported as other income or expense in the period incurred.

The call option was measured at fair value at the end of each reporting period with change in fair value recorded in earnings.

The fair value of the call option as of March 31, 2022 and December 31, 2021, was approximately $ 0 and $ 35.3 million, respectively.

Upon consummation of the business combination in January 2022, all of the call options related to the Loans to Stockholders were exercised, settling the derivative asset on Loans to Stockholders of $ 29.7 million and the contra-equity Loans to Stockholders of $ 15.2 million with APIC being the offsetting entry.

promissory notes was reported as interest income and changes in the fair value of the call option were reported as other income or expense

Notes to the Unaudited Condensed Consolidated Financial Statements

in the period incurred.

The call option was measured at fair value at the end of each reporting period with change in fair value recorded in earnings.

The fair value of the call option as of June 30, 2022 and December 31, 2021, was $ 0 and $ 35.3 million, respectively.

consummation of the Business Combination in January 2022, all of the call options related to the Loans to Stockholders were exercised, settling the derivative asset on Loans to Stockholders o

f $ 29.7 million and the contra-equity Loans to Stockholders of $ 15.2 million with APIC being the offsetting entry.

A roll-forward of the Level 3 derivative asset on loans to stockholders is as follows (dollars in thousands):

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Exercise of call option

Ending value at March 31, 2022

Ending value at June 30, 2022

The Company used a probability-weighted expected return method (“PWERM”) to weight the indicated call options value determined under the binomial option pricing model to determine the fair value of the call options.

The following table presents the assumptions used to value the call options for the year ended December 31, 2021:

December 31, 2021

Expected volatility

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Warrant Liability Related to Debt Facility:

As discussed further in Note 12, Debit and Credit

, in January 2021, the Company

issued warrants contemporaneously with a debt facility that met the definition of a derivative under ASC 815.

As discussed further in Note 1 5

, Debit and Credit Facility, in January 2021, the Company issued warrants contemporaneously with a debt facility that met the definition of a derivative under ASC 815.

This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a loan commitment fees asset.

The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings.

The gain related to the change in fair value of the warrant liability in the three months ended March 31, 2022, was $ 0.4 million, which is presented within changes in fair value of warrant liability in the condensed consolidated statements of operations.

Immediately prior to the close of the Business Combination, all ,

1,664,394 of the vested warrants were exercised and net settled for 450,841 shares of Legacy Dave’s Class A Common Stock pursuant to the terms of the Business Combination.

The gain related to the change in fair value of the warrant liability in the three and six months ended June 30, 2022, was $ 0 million and $ 0.4 million, respectively, which is presented within changes in fair value of warrant liability in the condensed consolidated statements of operations.

Immediately prior to the close of the Business Combination, all, or 1,664,394 of the vested warrants were exercised and net settled for 450,841 shares of Legacy Dave’s Class A Common Stock pursuant to the terms of the Business Combination.

A roll-forward of the Level 3 warrant liability is as follows (dollars in thousands):

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Exercise of warrant

Ending value at March 31, 2022

Ending value at June 30, 2022

Notes to the Unaudited Condensed Consolidated Financial Statements

The Company used a PWERM to weight the indicated warrant liability value determined under the binomial option pricing model to determine the fair value of the warrant liability.

T he following table presents the assumptions used to value the warrant liability for the year ended December 31, 2021:

The following table presents the assumptions used to value the warrant liability for the period ended December 31, 2021:

Expected volatility

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As discussed in Note 1 3

, Notes Payable

, the Company has elected to measure the note payable at fair value using the fair value option of ASC 825-10.

, Notes Payable, the Company has elected to measure the note payable at fair value using the fair value option of ASC 825-10.

The Company identified an embedded derivative related to a convertible feature in its promissory note and in accordance with ASC 815-15-25-1

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The note payable is carried on the Company’s unaudited condensed consolidated balance sheet as a current liability estimated at fair value with changes in fair value reflected in earnings.

The Company recorded an unrealized gain of approximately $ 0.1 million related to the change in fair value of the promissory note for the three months ended March 31, 2022.

Upon the Closing of the Business Combination, the p

ote was automatically discharged upon the Company’s issuance of 1,500,000 shares of Class A Common Stock to Alameda Research.

The Company recorded an unrealized gain of $ 0 and $ 0.1 million related to the change in fair value of the promissory note for the three and six months ended June 30, 2022, respectively.

Upon the Closing of the Business Combination, the promissory note was automatically discharged upon the Company’s issuance of 1,500,000 shares of Class A Common Stock to Alameda Research.

The closing of the note payable occurred immediately prior to the closing date of the Business Combination.

Refer to Note 4

, The Reverse Recapitalization and Related Transactions

for further details on the closing of the note payable .

, The Reverse Recapitalization and Related Transactions for further details on the closing of the note payable.

A roll-forward of the Level 3 promissory note is as follows (dollars in thousands):

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Discharge of obligation through the issuance of Common Stock

Ending value at March 31, 2022

Ending value at June 30, 2022

Public Warrants:

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expense within the statement of operations.

The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnin

The loss related to the change in fair value of the public warrant liability in the three months ended March 31, 2022, was approximately $ 1.7 million, which is presented within changes in fair value of public warrant liability in the condensed consolidated statements of operations.

A rollfoward table is not necessary here as these Level 1 public warrants have quoted prices in active markets for identical assets or liabilities.

Notes to the Unaudited Condensed Consolidated Financial Statements

The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings.

The gain related to the change in fair value of the public warrant liability in the three and six months ended June 30, 2022, was approximately $ 8.8 million and $ 7.1 million, respectively, which is presented within changes in fair value of public warrant liability in the condensed consolidated statements of operations.

Private Warrants:

As discussed further in Note 1 4

, Warrant Liabilities

, in January 2022, upon completion of the Business Combination, private warrants were automatically converted to warrants to purchase Common Stock of the Company.

These private warrants met the definition of a derivative under ASC 815, and due to the terms of the warrants, were required to be liability classified.

, Warrant Liabilities, in January 2022, upon completion of the Business Combination, private warrants were automatically converted to warrants to purchase Common Stock of the Company.

These private warrants met the definition of a derivative under ASC 815, and due to the

Notes to the Unaudited Condensed Consolidated Financial Statements

terms of the warrants, were required to be liability classified.

This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a non-cash

expense within the statement of operations.

The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings.

The loss related to the change in fair value of the private warrant liability in the three months ended March 31, 2022, was approxima

tely $ 2.8 million, which is presented within changes in fair value of private warrant liability in the condensed consolidated statements of operations.

expense within the condensed consolidated

statement of operations.

The liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings.

The gain related to the change in fair value of the private warrant liability in the three and six months ended June 30, 2022, was approximately $ 8.8 million and $ 6.1 million, respectively, which is presented within changes in fair value of private warrant liability in the condensed consolidated statements of operations.

A roll-forward of the Level 3 private warrant liability is as follows (dollars in thousands):

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Change in fair value during the period

Ending value at March 31, 2022

March 31, 2022

Ending value at June 30, 2022

The Company used a Black-Scholes option pricing model to determine the fair value of the private warrant liability.

The following table presents the assumptions used to value the private warrant liability for the period ended June 30, 2022:

Exercise Price

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Dividend yield

There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021.

Earnout Shares Liability:

As discussed further in Note 4, The Reverse Recapitalization and Related Transactions, as part of the recapitalization

shares of Class A Common Stock held by founders of VPCC are subject to forfeiture if the vesting condition is not met over

the five year

term following the Closing Date (“Founder Holder Earnout Shares”).

These Founder Holder Earnout Shares were initially recorded as a liability at fair value and subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings.

The gain related to the change in fair value of the Founder Holder Earnout Shares liabilities in the three and six months ended June 30, 2022, was

approximately $ 2.0 million and $ 9.6

million, respectively, which is presented within changes in fair value of earnout liabilities in the condensed consolidated statements of operations.

A roll-forward of the Level 3 Founder Holder Earnout Shares liability is as follows (dollars in thousands):

Opening value at January 1, 2022

Initial fair value at the merger date

Change in fair value during the period

Ending value at June 30, 2022

The Company used a Monte Carlo Simulation Method to determine the fair value of the Founder Holder Earnout Shares liability.

The following table presents the assumptions used to value the Founder Holder Earnout Shares liability for the period ended June 30, 2022:

June 30, 2022

Exercise Price

Expected volatility

Risk-free interest rate

Remaining term

Dividend yield

There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021.

Fair Value of Common Stock

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Likelihood of achieving a liquidity event, such as an initial public offering, special-purpose acquisition company (“SPAC”) merger, or strategic sale given prevailing market conditions and the nature and history of the Company’s business;

Notes to the Unaudited Condensed Consolidated Financial Statements

Prices, privileges, powers, preferences, and rights of the convertible preferred stock relative to those of the Common Stock;

Prices, privileges, powers, preferences, and rights of our convertible preferred stock relative to those of the Common Stock;

Forecasted cash flow projections for the Company;

Notes to the Unaudited Condensed Consolidated Financial Statements

Publicly traded price of the SPAC;

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The August 2019 Valuation and August 2020 Valuation utilized the income and market approaches in estimating the fair value.

The fair value of the Company’s common stock was estimated to be $ 0.935 per share as of August 5, 2019 (“August 2019 Valuation”) and $ 0.981 per share as of August 30, 2020 (“August 2020 Valuation”).

In 2021, the Company’s management team first contemplated a SPAC Transaction, which was

incorporated in the June 7, 2021 valuation that resulted in a fair value for Dave’s common stock o

f $ 8.67 per share (“June 2021 Valuation”).

The SPAC Transaction was considered in the subsequent valuation performed as of October 6, 2021 that resulted in a fair value for Dave’s common stock of $ 10.80 per share (“October 2021 Valuation”).

The fair value of the Company’s common stock was estimated to b

per share as of August 5, 2019 (“August 2019 Valuation”) an

per share as of August 30, 2020 (“August 2020 Valuation”).

In 2021, the Company’s management team first contemplated a transaction with a special purpose acquisition company (“SPAC Transaction”), which was incorporated into the June 7, 2021 valuation that resulted in a fair value of Dave’s Common Stock

per share (“June 2021 Valuation”).

The SPAC Transaction was considered in the subsequent valuation performed as of October 6, 2021 that resulted in a fair value of Dave’s Common Stock

per share (“October 2021 Valuation”).

The August 2019 Valuation and August 2020 Valuations were completed prior to the contemplation of the Business Combination, and at the time of these valuations management did not expect a near-term exit.

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Since no near-term exit was expected, the August 2019 Valuation was performed using the market approach, specifically the subject company transaction method was performed using a single option pricing model (“OPM”) as the allocation method.

As a result, the fair value of the Company’s common stock was inferred from the Series B Financing.

As a result, the fair value of the Company’s Common Stock

was inferred from the Series B Financing.

The August 2020 Valuation was performed using the market approach, specifically the guideline public company method (“GPCM”) and used a single OPM as the allocation methodology.

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Notes to the Unaudited Condensed Consolidated Financial Statements

The increase in the fair value of the Company’s common stock between the August 2019 and August 2020 Valuations, and the June 2021 Valuation and the October 2021 Valuation was predominantly due to the Company’s progress towards completing the Business Combination that was not known or knowable at the earlier valuation dates.

The increase in the fair value of the Company’s Common Stock

between the August 2019 and August 2020 Valuations, and the June 2021 Valuation and the October 2021 Valuation was predominantly due to the Company’s progress towards completing the Business Combination that was not known or knowable at the earlier valuation dates.

As previously discussed, the August 2019 Valuation utilized the Series B financing to determine the value of common stock in a single OPM.

The August 2020 Valuation relied upon the GPCM with valuation multiples selected considering the implied multiples

at the time of the Series B Financing, with appropriate adjustments to the multiples to account for changes in the Company’s financial and operational performance as well as to reflect changes in the guideline public companies’ multiples and comparative performance, from the close of the Series B financing to the August 2020 valuation date.

The August 2020 Valuation relied upon the GPCM with valuation multiples selected considering the implied multiples at the time of the Series B Financing, with appropriate adjustments to the multiples to account for changes in the Company’s financial and operational performance as well as to reflect changes in the guideline public companies’ multiples and comparative performance, from the close of the Series B financing to the August 2020 valuation date.

In early 2021, the Company first contemplated a SPAC Transaction and began taking the necessary steps to prepare for a business combination with VPCC.

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As ongoing negotiations related to the Business Combination reflected an increased likelihood of a near-term exit transaction and/or liquidity event, the valuation of Dave’s equity as of the June 2021 Valuation took into consideration the indicated equity value implied by the negotiations as well as the uncertainty inherent in the future key milestones including execution of the Business Combination Agreement and VPCC’s shareholder vote.

Similarly, the increase in the common stock

o $ 10.80 per share in the October 2021 Valuation resulted primarily from an increase in the probability of the near-term SPAC Transaction

closing and an increase in the value of common stock in that scenario due to the passage of time and an increase in the SPAC’s publicly traded price as

compared to the SPAC Transaction’s negotiated pre-money

As a result, the increase in Dave’s common stock fair value between the valuation

dates resulted directly from both the increase in the pre-money

valuation and acceleration of the timing of an exit, from the Series B Financing to the Business

Similarly, the increase in the common stock value to $ 10.80 per share in the October 2021 Valuation resulted primarily from an increase in the probability of the near-term SPAC Transaction closing and an increase in the value of common stock in that scenario due to the passage of time and an increase in the SPAC’s publicly traded price as compared to the SPAC Transaction’s negotiated pre-money valuation.

As a result, the increase in Dave’s Common Stock

fair value between the valuation dates resulted directly from both the increase in the pre-money valuation and acceleration of the timing of an exit, from the Series B Financing to the Business Combination.

Concentration of Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, principally consist of cash and cash equivalents, restricted cash, Member cash advances, and accounts receivable.

The Company’s cash and cash equivalents and restricted cash in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits were approximately $ 23.5

million at March 31, 2022 and $ 31.9 million at December 31, 2021, respectively.

The Company’s cash and cash equivalents and restricted cash in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits were approximately $ 25.8 million and $ 31.9 million

at June 30, 2022 and December 31, 2021, respectively.

The Company’s payment processors also collect cash on the Company’s behalf and will hold these cash balances temporarily until they are settled the next business day.

Also, the Company does not believe its marketable securities are exposed to any significant credit risk due to the quality and nature of the securities in which the money is held.

Pursuant to the Company’s internal investment policy, investments must be rated A-1/P-1 or better by Standard and Poor’s Rating Service and Moody’s Investors Service at the time of purchase.

No Member individually exceeded 10% or more of the Company’s Member cash advances balances as of December 31, 2021 and 2020.

ASC 842, Leases (“ASC 842”) requires lessees to recognize most leases on the consolidated balance sheet with a corresponding right-of-use asset.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term.

he Company does not believe its marketable securities are exposed to any significant credit risk due to the quality and nature of the securities in which the money is held.

Pursuant to the Company’s internal investment policy, investments must be rated A-1/P-1

or better by Standard and Poor’s Rating Service and Moody’s Investors Service at the time of purchase.

No Member individually exceeded 10% or more of the Company’s Member cash advances balances as of June 30, 2022 and December 31, 2021.

ASC 842, Leases (“ASC 842”) requires lessees to recognize most leases on the condensed

consolidated balance sheet with a corresponding right-of-use

assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term.

Leases are classified as financing or operating which will drive the expense recognition pattern.

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Covenants imposed by the leases include letters of credit required to be obtained by the lessee.

Notes to the Unaudited Condensed Consolidated Financial Statements

The incremental borrowing rate (“IBR”) represents the rate of interest the Company would expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

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promissory notes and call options, which allow the Company to acquire shares held by these stockholders.

Following ASC 310, the Company recorded the note as a reduction to shareholders’ equity and will do so until it is repaid, or the associated call option is exercised and the Company reacquires the collateralized shares.

Following ASC 310, the Company recorded the notes as a reduction to shareholders’ equity and will do so until it is repaid, or the associated call option is exercised and the Company reacquires the collateralized shares.

Interest earned and accrued on the notes also increases this contra-equity account balance.

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The Company recognizes forfeitures as they occur.

Restricted Stock Awards:

Restricted stock awards (“RSAs”) are valued on the grant date and the fair value of the RSAs is equal to the estimated fair value of the Company’s Common Stock on the grant date.

This compensation cost is recognized over the requisite service period.

When the requisite service period begins prior to the grant date (because the service inception date occurs prior to the grant date), the Company is required to begin recognizing compensation cost before there is a measurement date (i.e., the grant date).

The service inception date is the beginning of the requisite service period.

If the service inception date precedes the grant date, accrual of compensation cost for periods before the grant date shall be based on the fair value of the award at the reporting date.

In the period in which the grant is approved, cumulative compensation cost is adjusted to reflect the cumulative effect of the compensation cost based on fair value at the grant date rather than the service inception date.

Restricted Stock Unit Awards:

Restricted stock units (“RSUs”) are valued on the grant date and the fair value of the RSUs is equal to the estimated fair value of the Company’s Common Stock on the grant date.

This compensation cost is recognized over the requisite service period as a component of stock-based compensation expense, presented within compensation and benefits in the condensed consolidated statements of operations.

The Company recognizes forfeitures as they occur.

RSAs Issued to Non-Employees:

The Company issues shares of restricted stock to consultants for various advisory and consulting-related services.

The Company recognized this expense, measured as the estimated value of the shares issued, as a component of stock-based compensation expense, presented within compensation and benefits in the consolidated statements of operations.

Notes to the Unaudited Condensed Consolidated Financial Statements

Advertising Costs

Advertising costs are expensed as incurred.

Advertising expense for the three months ended March 31, 2022 and 2021, was approximately $ 12.2 million and $ 14.0 million, respectively, and is presented within advertising and marketing in the condensed consolidated statements of operations.

The Company follows ASC 740, Income Taxes

(“ASC 740”), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Advertising expense for the three and six months ended June 30, 2022 were

approximately $ 20.8 million and $ 33.0 million, respectively, and are

presented within advertising and marketing in the condensed consolidated statements of operations.

Advertising expense for the three and six months ended June 30, 2021 was approximately $ 11.9 million and $ 25.9 million, respectively.

The Company follows ASC 740, Income Taxes (“ASC 740”), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not

that the asset will not be realized.

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not that the asset will not be realized.

The effective tax rate used for interim periods is the estimated annual effective tax rate, based on the current estimate of full year results, except those taxes related to specific discrete events, if any, are recorded in the interim period in which they occur.

The annual effective tax rate is based upon several significant estimates and judgments, including the estimated annual pre-tax income of the Company in each tax jurisdiction in which it operates, and the development of tax planning strategies during the year.

In addition, the Company’s tax expense can be impacted by changes in tax rates or laws and other factors that cannot be predicted with certainty.

As such, there can be significant volatility in interim tax provisions.

ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not

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threshold, no tax benefit is recorded.

The Company has estimated approximately $ 0.5 million of uncertain tax positions as of both March 31, 2022 and December 31, 2021, related to state income taxes and research tax credits.

Notes to the Unaudited Condensed Consolidated Financial Statements

The Company has estimated approximately $ 0.5

million of uncertain tax positions as of both June 30, 2022 and December 31, 2021, related to state income taxes and research tax credits.

The Company’s policy is to recognize interest expense and penalties accrued on any unrecognized tax benefits as a component of income tax expense within the statement of operations.

The Company recognized approximately $ 0.001 million and $ 0.002 million of interest expense and penalties as a component of income tax expense during the three months ended March 31, 2022 and 2021, respectively.

There was approximately $ 0.008 million and $ 0.007 million of accrued interest expense and penalties as of March 31, 2022 and December 31, 2021, respectively.

Segment Information

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Based upon the way the CODM reviews financial information and makes operating decisions and considering that the CODM reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance, the service-based and transaction-based operations constitute a single operating segment and one reportable segment.

Net (Loss) Income Per Share Attributable to Stockholders

The Company has two classes of participating securities (Class A Common Stock and Class V Common Stock) issued and outstanding as of March 31, 2022.

Prior to the consummation of the Business Combination, the Company had five classes of participating securities (Series A preferred stock, par value $ 0.000001 per share (“Series A Preferred Shares”), Series B-1

preferred stock, par value $ 0.000001 per share (“Series B-1

Preferred Shares”), and Series B-2

preferred stock, par value $ 0.000001 per share (“Series B-2

Net Loss Per Share Attributable to Stockholders

The Company has two classes of participating securities (Class A Common Stock and Class V Common Stock) issued and outstanding as of June 30, 2022.

Prior to the consummation of the Business Combination, the Company had five classes of participating securities (Series A preferred stock, par value

$ 0.000001 per share (“Series A Preferred Shares”), Series B-1 preferred stock, par value

$ 0.000001 per share (“Series B-1 Preferred Shares”), and Series B-2 preferred stock, par value

$ 0.000001 per share (“Series B-2

Preferred Shares”) and, together with the Series A Preferred Shares and the Series B-1

Preferred Shares, the “Preferred Stock”), unvested Restricted Stock Awards (“RSA”) and early exercised stock options) issued and outstanding as of March 31, 2022 and 2021.

Preferred Shares, the “Preferred Stock”), unvested restricted stock awards

and early exercised stock options).

The Company used the two-class

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method requires earnings for the period to be allocated between multiple classes of participating securities based upon their respective rights to receive distributed and undistributed earnings.

The Company used the two-class

method to compute net (loss) income per common share.

Losses are not attributed to participating securities as holders of Preferred Stock, unvested RSAs, and early exercise stock options are not contractually obligated to share in the Company’s losses.

Basic net (loss) income attributable to holders of Common Stock per share is calculated by dividing net (loss) income attributable to holders of Common Stock by the weighted-average number of shares outstanding, excluding shares issued in relation to unvested RSAs and vested early exercise options funded by non-recourse

notes (refer to Note 1 7

Related-Party Transactions

for further details on the Company’s Loans to Stockholders).

Diluted net (loss) income per share attributable to holders of Common Stock adjusts the basic net (loss) income per share attributable to stockholders and the weighted-average number of shares outstanding for the potentially dilutive impact of stock options, warrants, and restricted stock using the treasury stock method and convertible preferred stock using the as-if-converted

Losses are not attributed to participating securities as holders of Preferred Stock, unvested restricted stock awards

, and early exercised

stock options are not contractually obligated to share in the Company’s losses.

Notes to the Unaudited Condensed Consolidated Financial Statements

The following table sets forth the computation of the Company’s basic and diluted net (loss) income per share attributable to holders of Common Stock (in thousands, except share data):

For the Three Months Ended March 31,

Basic net loss attributable to holders of Common Stock per share is calculated by dividing net loss attributable to holders of Common Stock by the weighted-average number of shares outstanding, excluding shares issued in relation to unvested restricted stock awards and vested early exercise options funded by non-recourse

notes (refer to Note 20

, Related-Party Transactions for further details on the Company’s Loans to Stockholders).

Diluted net loss per share attributable to holders of Common Stock adjusts the basic net loss per share attributable to stockholders and the weighted-average number of shares outstanding for the potentially dilutive impact of stock options, warrants, and restricted stock units using the treasury stock method and convertible preferred stock using the as-if-converted

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to holders of Common Stock (in thousands, except share data):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Net (loss) income

noncumulative dividend to convertible preferred stockholders

noncumulative dividend to

convertible preferred stockholders

undistributed earnings to participating securities

Net (loss) income attributed to common stockholders—basic

Net loss attributed to common stockholders—basic

undistributed earnings reallocated to common stockholders

Net (loss) income attributed to common stockholders—diluted

Weighted-average shares of common stock—basic

Dilutive effect of convertible preferred stock

Net loss attributed to common

stockholders—diluted

Weighted-average shares of common

Dilutive effect of convertible preferred

Dilutive effect of equity incentive awards

Weighted-average shares of common stock—diluted

Net (loss) income per share

Weighted-average shares of common

stock—diluted

Net loss per share

The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive:

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Equity incentive awards

Convertible deb t

Convertible debt

Convertible preferred stock

Notes to the Unaudited Condensed Consolidated Financial Statements

Recent Accounting Pronouncements

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The Company is currently evaluating the impact of the adoption of this standard on its condensed consolidated financial statements and related disclosures.

Notes to the Unaudited Condensed Consolidated Financial Statements

In March 2020, the FASB issued ASU No.

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Recently Adopted Accounting Pronouncements:

In December 2019, the FASB issued ASU 2019-12,

Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes

(“ASU 2019-12”),

as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes.

The amendments in ASU 2019-12

remove certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

also amends other aspects of the guidance to help simplify and promote consistent application of U.S.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes.

The amendments in ASU 2019-12 remove certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of U.S.

This ASU is effective for public companies for annual periods beginning after December 15, 2020.

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The Company has evaluated the effect that the updated standard had on its internal processes, condensed consolidated financial statements, and related disclosures, and has determined that the adoption did not have a significant impact on its condensed consolidated financial statements and related disclosures.

In October 2020, the FASB issued ASU 2020-10,

Codification Improvements

(“Codification”).

Notes to the Unaudited Condensed Consolidated Financial Statements

In October 2020, the FASB issued ASU 2020-10, Codification Improvements (“Codification”).

The update provides incremental improvements on various topics in the Codification to provide clarification, correct errors in, and simplification on a variety of topics.

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Notes to the Unaudited Condensed Consolidated Financial Statements

Note 4 The Reverse Recapitalization and Related Transactions

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The remaining $ 7.5 million in transaction costs were accrued for at closing.

Upon closing the Business Combination, Legacy Dave receiv

ed $ 7.0 million in cash proceeds after transactions costs of $ 22.6 million were paid and released from VPCC’ trust account, net of redemptions of $ 224.2 million.

Upon closing the Business Combination, Legacy Dave received $ 7.0 million in cash proceeds after transactions costs of $ 22.6 million were paid and released from VPCC’ trust account, net of redemptions of $ 224.2 million.

At closing, each non-redeemed

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Operations prior to the Business Combination are presented as those of Dave in reports subsequent to the Closing Date.

The net assets of VPCC were recognized at their carrying value immediately prior to the closing with no goodwill or other intangible assets recorded and were as follows, net of transaction costs (in millions):

Accrued expenses

The net assets of VPCC were

Notes to the Unaudited Condensed Consolidated Financial Statements

recognized at their carrying value immediately prior to the closing with no goodwill or other intangible assets recorded and were as follows, net of transaction costs (in millions):

Accrued expense

Earnout liabilities (As Restated)

Warrant liability — Public

Warrant liability — Private

Net assets acquired

Net assets acquired (As Restated)

Additionally, as part of the recapitalization, 5,392,528 shares of VPCC Class A common stock held by founders of VPCC (the “Founder Holders”) were exchanged with 5,392,528 shares of Dave Class A Common Stock ,

(or “Founder Holder Earnout Shares”) of which will be subject to forfeiture if the vesting condition is not met over th

e five year term following the Closing Date as follows:

Notes to the Unaudited Condensed Consolidated Financial Statements

Sixty percent ( 60 %) of the Founder Holder Earnout Shares ( 951,622 Founder Holder Earnout Shares) shall immediately become fully vested and no longer subject to forfeiture upon the occurrence of Triggering Event I, which is defined as the first date on which the Common Share Price is equal to or greater than twelve dollars and fifty cents ($ 12.50 ) after the Closing Date, but within the Earnout Period (as defined in the Business Combination

1,586,037 (or “Founder Holder Earnout Shares”) of which will be subject to forfeiture if the vesting condition is not met over the five year term following the Closing Date as follows:

Sixty percent ( 60 %) of the Founder Holder Earnout Shares ( 951,622 Founder Holder Earnout Shares) shall immediately become fully vested and no

longer subject to forfeiture upon the occurrence of Triggering Event I, which is defined as the first date on which the Common Share Price is equal to or greater than twelve dollars and fifty cents ($ 12.50 ) after the Closing Date, but within the Earnout Period (as defined in the Business Combination Agreement);

provided, that

in the event of a change of control pursuant to which Dave Stockholders receive, or have the right to receive, cash, securities or other property attributing a value of at least twelve dollars and fifty cents ($12.50) to each share of Class A Common Stock (as agreed in good faith by the Sponsor and the Board), then Triggering Event I shall be deemed to have occurred and;

Price (as defined in the Business C

Agreement) threshold (i.e., twelve dollars and fifty cents ($ 12.50 )) will, for all

purposes of the Business Combination

Agreement (and the Founder Holder Agreement), in each case be equitably adjusted to reflect

The remaining Founder

Holder Earnout Shares ( 634,415 Founder Holder Earnout Shares) shall immediately become fully vested and no longer subject to forfeiture upon the occurrence of Triggering Event II, which is defined as the first date on which the Common Share Price is equal to or greater than fifteen dollars ($ 15.00 ) after the Closing Date, but within the Earnout Period;

in the event that, and as often as, the number of outstanding shares of Class A Common Stock is changed by reason of any dividend, subdivision, reclassification, recapitalization, split, combination, exchange or any similar event, then the applicable Common Share Price (as defined in the Business Combination Agreement) threshold (i.e., twelve dollars and fifty cents ($ 12.50 )) will, for all purposes of the Business Combination Agreement (and an agreement with the Founder Holders (the “Founder Holder Agreement”)), in each case be equitably adjusted to reflect such change;

The remaining Founder Holder Earnout Shares ( 634,415 Founder Holder Earnout Shares) shall immediately become fully vested and no longer subject to forfeiture upon the occurrence of Triggering Event II, which is defined as the first date on which the Common Share Price is equal to or greater than fifteen dollars ($ 15.00 ) after the Closing Date, but within the Earnout Period;

provided that

in the event of a change of control pursuant to which Dave Stockholders receive, or have the right to receive, cash, securities or other property attributing a value of at least fifteen dollars ($15.00) to each share of Class A Common Stock (as agreed in good faith by Sponsor and the Board), then Triggering Event II shall be deemed to have occurred and;

Agreement (and the Founder Holder Agreement), in each case be equitably adjusted to reflect such change.

The earnout shares were recognized at fair value upon the closing of the Business Combination and classified in stockholders’ equity.

Because the Business Combination is accounted for as a reverse recapitalization, the issuance of the Founder Holder Earnout Shares will be treated as a deemed dividend and since Dave does not have retained earnings, the issuance will be recorded within APIC and have a net nil impact on APIC.

Pursuant to the terms of the Business Combination

Agreement, all of the issued and outstanding Series A, Series B-1

and the Board), then Triggering Event II shall be deemed to have occurred and;

in the event that, and as often as, the number of outstanding shares of Class A Common Stock is changed by reason of any dividend, subdivision, reclassification, recapitalization, split, combination, exchange or any similar event, then the applicable Common Share Price threshold (i.e., fifteen dollars ($ 15.00 )) will, for all purposes of the Business Combination Agreement (and the Founder Holder Agreement), in each case be equitably adjusted to reflect such change.

Notes to the Unaudited Condensed Consolidated Financial Statements

The Founder Holder Earnout Shares were recognized at fair value upon the closing of the Business Combination and classified as a liability.

The issuance of the Founder Holder Earnout Shares will be recorded as a liability with the offsetting amount within APIC because the Business Combination is accounted for as a reverse recapitalization.

The Founder Holder Earnout Shares will be remeasured to fair value at each reporting period end with changes in fair value going through the statements of operations.

Pursuant to the terms of the Business Combination Agreement, all of the issued and outstanding Series A, Series B-1

and Series B-2

redeemable convertible preferred stock and series A redeemable convertible preferred stock converted into

204,657,950 shares of Legacy Dave common stock immediately prior to the Business Combination.

redeemable convertible preferred stock and series A redeemable convertible preferred stock converted into 204,657,950 shares of Legacy Dave common stock immediately prior to the Business Combination.

Then, as of the closing of the Business Combination, all outstanding shares of Legacy Dave common stock converted into 342,638,866 shares of Class A Common Stock and Class V Common Stock.

Additionally, each of Legacy Dave options and warrants that were outstanding immediately prior to the closing of the Business Combination remained outstanding and converted into options and warrants for Dave Class A and Class V Common Stock equal to the number of the Company’s common stock, subject to such options or warrants, multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio, with the aggregate amount of shares of Class A Common Stock and Class V Common Stock issuable upon exercise of such options and warrants to be 32,078,481 .

Concurrently with the execution of the Business Combinati on

Agreement, VPCC entered into Subscription Agreements (the “Subscription Agreement”) with certain investors (the “Subscription Investors”) pursuant to which the Subscription Investors agreed to purchase, and the Company agreed to sell to the Subscription Investors, an aggregate of 21,000,000 shares of the Class A Common Stock for a purchase price of $ 10 per share, or an aggregate of $ 210

Notes to the Unaudited Condensed Consolidated Financial Statements

million in gross cash proceeds (the “PIPE Financing”).

Concurrently with the execution of the Business Combination Agreement, VPCC entered into Subscription Agreements (the “Subscription Agreement”) with certain investors (the “Subscription Investors”) pursuant to which the Subscription Investors agreed to purchase, and the Company agreed to sell to the Subscription Investors, an aggregate of 21,000,000 shares of the Class A Common Stock for a purchase price of $ 10 per share, or an aggregate of $ 210 million in gross cash proceeds (the “PIPE Financing”).

On August 17, 2021 Alameda Research, a Subscription Investor agreed to pre-fund

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Conversion of preferred stock to Class A Common Stock

Common stock attributable to VPCC

Class A Common Stock attributable to VPCC

Adjustment related to Reverse Recapitalization*

Founder Holder s

Founder Holder shares

Conversion of 2019 convertible notes and accrued interest to Class A common stock

Exercise of Series B-1 preferred stock warrants, net of settlement

Exercise of Series B-1

preferred stock warrants, net of settlement

Issuance of Class A common stock pursuant to the PIPE financing

Total shares of common stock as of closing of Business Combination and related transactions

* The corresponding adjustment to APIC related to the reverse recapitalization was comprised of (i) $ 188.3 million which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of VPCC, net of transaction costs and (ii) $ 72.2 million which represents the conversion of the convertible preferred stock into Dave Class A Common Stock.

There were 32,078,481 New Dave options outstanding immediately after the Business Combination.

Following the Business Combination, New Dave warrants to purcha

se 11,444,235 shares of Class A common stock, consisting of (i) 6,344,131 public warrants listed on the Nasdaq and (ii) 5,100,214 private warrants, each with an exercise price of $ 11.50 per share, remained outstanding.

The corresponding adjustment to APIC related to the reverse recapitalization was comprised of (i) approximately

$ 178.5 million which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of VPCC, net of transaction costs and (ii) approximately

$ 72.2 million which represents the conversion of the convertible preferred stock into Dave Class A Common Stock

Notes to the Unaudited Condensed Consolidated Financial Statements

There were 32,078,481 Dave options outstanding immediately after the Business Combination.

Following the Business Combination, Dave warrants to purchase 11,444,235 shares of Class A Common Stock

, consisting of (i) 6,344,131 public warrants listed on the Nasdaq and (ii) 5,100,214 private warrants, each with an exercise price of $ 11.50 per share, remained outstanding.

Note 5 Marketable Securities

Below is a detail of marketable securities (in thousands):

March 31, 2022

Below is detail regarding marketable securities (in thousands):

June 30, 2022

December 31, 2021

Marketable securities

The Company’s marketable securities consisted of investments in a money market mutual fund.

At March 31, 2022 and December 31, 2021, the money market instruments were comprised of primarily certificates of deposit and financial company/asset backed commercial paper.

At March 31, 2022, the investment portfolio had a weighted-average maturity

The fund is publicly traded with a ticker symbol SSPXX and the money market instruments were measured at fair market value at March 31, 2022.

At June 30, 2022 and December 31, 2021, the Company’s marketable securities consisted of investments in a publicly traded money market mutual fund with a ticket symbol SSPXX.

The underlying money market instruments were primarily comprised of certificates of deposit and financial company asset backed commercial paper.

At June 30, 2022, the investment portfolio had a weighted-average maturity

At December 31, 2021, the investment portfolio had a weighted-average maturity of 46 days.

The fund is publicly traded with a ticker symbol SPPXX and the money market instruments were measured at fair market value at December 31, 2021.

Proceeds from sales and purchases of marketable securities during the three months ended March 31, 2022, were approximately $ 32.0 million and $ 302.1 million, respectively.

Proceeds from sales and purchases of marketable securities during the three months ended March 31, 2021, were approximately $ 3.9 million and $ 0.002 million, respectively.

The amount of loss recorded in connection with the investment in marketable securities for the three months ended March 31, 2022, was approximately $ 0.076 million and was recorded as a component of interest expense in the condensed consolidated statements of operations.

The amount of gain recorded in connection with the investment in marketable securities for the three months ended March 31, 2022, was approximately $ 0.002 million and was recorded as a component of interest income in the condensed consolidated statements of operations.

The fund is publicly traded with a ticker symbol SSPXX.

The gain (loss) recognized in connection with the investment in marketable securities for the three and six months ended June 30, 2022, was

insignificant and recorded as a component of interest income in the condensed consolidated statements of operations.

The gain (loss) recognized in connection with the investment in marketable securities for the three and six months ended June 30, 2021, was insignificant and recorded as a

component of interest income in the condensed consolidated statements of operations.

Note 6 Short-term investments

Below is a summary of short-term investments, which are measured at fair value as of June 30, 2022 (in thousands):

Corporate bonds

Asset-backed securities

Government securities

At December 31

, the Company had no short-term investments.

June 30, 2022, the Company’s short-term investments consisted of investments in corporate bonds and notes, asset backed securities, and government securities with varying maturity dates between 2022 through 2027.

Proceeds from sales and purchases of short-term investments during the six months ended June 30, 2022, were

$ 0 and $ 196.8 million, respectively.

The unrealized loss recorded in connection with the investment in short-term investments

for the three and six months ended June 30, 2022, was approximately

$ 2.4 million and recorded as a separate component of income in the condensed consolidated statement of comprehensive income.

Note 7 Member Cash Advances, Net

Below is a detail of Member cash advances, net as of March 31, 2022 (in thousands):

Below is detail regarding Member cash advances, net as of June 30, 2022 (in thousands):

Days From Origination

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Advances, Net

Below is a detail of Member cash advances, net as of December 31, 2021 (in thousands):

Notes to the Unaudited Condensed Consolidated Financial Statements

Below is detail regarding Member cash advances, net as of December 31, 2021 (in thousands):

Days From Origination

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amounts written-off

Ending allowance balance at March 31, 2022

Ending allowance balance at June 30, 2022

Opening allowance balance at January 1, 2021

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amounts written-off

Ending allowance balance at March 31, 2021

Note 6 Property and Equipment, n

Ending allowance balance at June 30, 2021

Property and Equipment, net

Property and Equipment, Net consisted of the following (dollars in thousands):

March 31, 2022

June 30, 2022

December 31, 2021

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Property and equipment, net

Depreciation expense for the three months ended March 31, 2022 and 2021, was approximately $ 0.04 million and $ 0.09 million, respectively.

As of March 31, 2022 the Company had no outstanding commitments for the purchase of property and equipment and as of December 31, 2021, the Company had outstanding commitments for the purchase of property and equipment totaling approximately $ 0.03 million.

Note 6 Intangible Assets, Net

Depreciation expense for the three and six months ended June 30, 2022 was approximately $ 0.1 million and $ 0.2 million, respectively.

Depreciation expense for the three and six months ended June 30, 2021 was approximately $ 0.04 million and $ 0.1 million, respectively.

Notes to the Unaudited Condensed Consolidated Financial Statements

Intangible Assets, Net

The Company’s Intangible assets, net consisted of the following (in thousands):

March 31, 2022

December 31, 2021

Average Useful

Weighted Average

Gross Carrying

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Gross Carrying

Net Book Value

Internally developed software

Intangible assets, net

The future estimated amortization expenses as of March 31, 2022, were as follows (in thousands):

The future estimated amortization expenses as of June 30, 2022, were as follows (in thousands):

2022 (remaining)

Total future amortization

Amortization expense for the three months ended March 31, 2022 and 2021, was approximately $ 1.0 million and $ 0.6 million, respectively.

No impairment charges were recognized related to long-lived assets for the three months ended March 31, 2022 and 2021.

Note 7 Accrued Expenses

Total amortization

expense for the three and six months ended June 30, 2022, was approximately $ 1.6

million and $ 2.6

million, respectively.

Total amortization

expense for the three and six months ended June 30, 2021, was approximately $ 0.6 million and $ 1.2 million, respectively.

No impairment charges were recognized related to long-lived assets for the six months ended June 30, 2022 and 2021.

Capitalized costs for internally developed software for the three and six months ended June 30, 2022 were approximately $ 2.2 million and $ 4.4 million, respectively.

Capitalized costs for internally developed software for the three and six months ended June 30, 2021 were approximately $ 1.1 million and $ 2.3 million, respectively.

Amortization expense related to change in useful life of a certain definite-lived intangible asset for the three and six months ended June 30, 2022 was approximately $ 0.6 million and $ 0.6 million, respectively.

Amortization expense related to change in useful life of a certain definite-lived intangible asset for the three and six months ended June 30, 2021 was approximately $ 0 .

Accrued Expenses

Accrued expenses consisted of the following (dollars in thousands):

March 31, 2022

June 30, 2022

December 31, 2021

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Sales tax payable

Accrued professional and program fees

Notes to the Unaudited Condensed Consolidated Financial Statements

Accrued professional fees

Accrued banking and program fees

Accrued charitable contributions include amounts the Company has pledged related to charitable meal donations.

The Company uses a portion of tips received to make a charitable cash donation to third parties who use the funds to provide meals to those in need.

For the three month periods ended March 31, 2022 and 2021, the Company pledged approximately $ 1.0 million (unaudited) and $ 1.2 million (unaudited) related to charitable donations, respectively.

For the three and six months ended June 30, 2022, the Company pledged approximately $ 1.0 million and $ 2.0 million related to charitable donations, respectively.

For the three and six months ended June 30, 2021, the Company pledged approximately $ 1.2 million and $ 2.4 million related to charitable donations, respectively.

These costs are expensed as incurred and are presented within other general and administrative expenses in the condensed consolidated statements of operations.

Accrued compensation includes accrued bonuses and one half of the portion of employer Social Security payroll taxes deferred under the CARES Act.

Other accrued expenses include accrued professional fees, legal fees, and accrued banking and program fees.

Note 8 Line of Credit

In November 2017, the Company entered into a line of credit agreement with UBS (the “UBS Agreement”).

Issuance costs related to this transaction were no t significant.

There is no stated maturity date, there are no financial covenants and the amount of line of credit is solely dependent upon the total amount of assets the Company holds with UBS at any given point.

During 2021, the Company repaid $ 3.9 million and the UBS Agreement was terminated in March 2021 .

Note 9 Convertible Note Payable

On March 21, 2022, the Company entered into a Convertible Note Purchase Agreement (“Purchase Agreement”) with FTX Ventures Ltd., (the “Purchaser”) owner of FTX US (“FTX”), providing for the purchase and sale of a Convertible Note in the initial principal amount of $ 100.0

million (the “Note”).

The Note bears interest at a rate of 3.00

% per year (compounded semiannually), payable semi-annually in arrears on June 30 th

and December 31 st

of each year.

Line of Credit

In November 2017, the Company entered into a line of credit agreement with UBS (the “UBS Agreement”) which was terminated in March 2021.

Issuance costs related to this transaction wer

There was no stated maturity date, there were no financial covenants and the amount of the line of credit was solely dependent upon the total amount of assets the Company holds with UBS at any given point.

Upon termination, the Company repaid

Notes to the Unaudited Condensed Consolidated Financial Statements

Convertible Note Payable

ote in the initial principal amount of $ 100.0 million (the “Note”).

The Note bears interest at a rate of 3.00 % per year (compounded semiannually), payable semi-annually in arrears on June 30th and December 31st of each year.

Interest may be paid in-kind

or in cash, at the Company’s option.

Forty-eight months

(the “Maturity Date”) after the date of the initial issuance of the Note (the “Issuance Date”), the Company will pay the Purchaser the sum of (i) the outstanding principal amount of the Note, plus (ii) all accrued but unpaid interest thereon, plus (iii) all expenses incurred by the Purchaser (the “Redemption Price”).

Forty-eight months (the “Maturity Date”) after the date of the initial issuance of the Note (the “Issuance Date”), the Company will pay the Purchaser the sum of (i) the outstanding principal amount of the Note, plus (ii) all accrued but unpaid interest thereon, plus (iii) all expenses incurred by the Purchaser (the “Redemption Price”).

Payment of the Redemption Price on the Maturity Date will constitute a redemption of the Note in whole.

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Once the Redemption Price has been delivered to the Purchaser, the Note will be cancelled and retired.

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 10 Note Payable

The effective interest rate as of June 30, 2022 was 3.01 %.

As of June 30, 2022, the outstanding balance of the Note, including paid in-kind interest was $ 100.8 million.

In August 2021, VPCC entered into an amendment to the private investment in public equity (“PIPE”) subscription agreement (“PIPE Amendment”) it previously entered into with Alameda Research Ventures LLC (“Alameda Research”) in connection with the proposed business combination with the Company (refer to Note 1, Organization and Nature of Business).

The PIPE Amendment called for a $ 15.0

million pre-funding,

The PIPE Amendment called for a $ 15.0 million pre-funding,

which was facilitated through the issuance of an unsecured promissory note by the Company to Alameda Research during November 2021.

The Company’s obligations to repay the principal amount of the promissory note were discharged through the issuance of 1.5

million shares of VPCC to Alameda Research at the closing of the Business Combination.

The Company’s obligations to repay the principal amount of the promissory note were discharged through the issuance of 1.5 million shares of VPCC to Alameda Research at the closing of the Business Combination.

The promissory note bore an interest rate of the applicable short-term federal rate and was due at the earlier of (i) the one-year

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criterion (b), since the Company has elected to apply the fair value option to the debt, the embedded features will not be separated from the debt host.

The fair value of the P

million (unaudited) and $ 15.0

million as of March 31, 2022 and December 31, 2021, respectively.

Upon the closing of the Business Combination, the p

ote was automatically discharged upon the Company’s issuance of 1,500,000

shares of Class A Common Stock to Alameda Research.

The fair value of the Promissory Note was $ 0 and $ 15.0 million as of June 30, 2022 and December 31, 2021, respectively.

Upon the closing of the Business Combination, the promissory note was automatically discharged upon the Company’s issuance of 1,500,000 shares of Class A Common Stock to Alameda Research.

The closing of the note payable occurred immediately prior to the closing date of the Business Combination.

Refer to Note 4

, The Reverse Recapitalization and Related Transactions

for further details on the closing of the note payable .

Note 11 Warrant Liabilities

As of March 31, 2022, there were 6,344,021

public warrants (“Public Warrants”) outstanding an

private placement warrants (“Private Warrants”) outstanding.

The Company determined the warrants do not meet the conditions for equity classification in accordance with ASC 815-40.

The Company recorded the Public Warrants and Private Warrants on the condensed consolidated balance sheet as warrant liabilities measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense).

, The Reverse Recapitalization and Related Transactions for further details on the closing of the note payable.

Notes to the Unaudited Condensed Consolidated Financial Statements

Warrant Liabilities

As of June 30, 2022, there were 6,344,021 public warrants (“Public Warrants”) outstanding and 5,100,214 private placement warrants (“Private Warrants”) outstanding.

Public Warrants may only be exercised for a whole number of shares.

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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 Public Warrants and the Private Warrants have an exercise price o

f $ 11.50 per share, subject to adjustments and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

Redemption of Public Warrants when the price per share of Class A Common Stock equals or exceeds

The Public Warrants and the Private Warrants have an exercise price of $ 11.50 per share, subject to adjustments and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

Redemption of Public Warrants when the price per share of Class A Common Stock equals or exceed

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash:

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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.

Notes to the Unaudited Condensed Consolidated Financial Statements

The Company will not redeem the Public 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 Public Warrants for when the price per share of Class A Common Stock equals or exceed

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.

redemption period.

Redemption of Public Warrants for when the price per share of Class A Common Stock equals or exceeds $ 10.00 :

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:

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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;

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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Additionally, in no event will the Company be required to net cash settle the Public Warrants.

The Private Warrants are identical to the Public Warrants, except that the Private Placement Warrants will be non-redeemable so long as they are held by VPC Impact Acquisition Holdings Sponsor III, LLC, which was the sponsor of VPCC and an affiliate of certain of VPCC’s officers and directors prior to the Business Combination, (the “Sponsor”) or its permitted transferees.

The Private Warrants are identical to the Public Warrants, except that the Private Placement Warrants will be non-redeemable

so long as they are held by VPC Impact Acquisition Holdings Sponsor III, LLC, which was the sponsor of VPCC and an affiliate of certain of VPCC’s officers and directors prior to the Business Combination, (the “Sponsor”) or its permitted transferees.

If the Private Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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These estimates involve inherent uncertainties and the application of management’s judgment.

Immediately prior to the close of the Business Combination, all, or

1,664,394 of the vested warrants were exercised and net settled for 450,841 shares of Legacy Dave’s Class A Common Stock after applying an exchange ratio of 1.354387513 pursuant to the terms of the Business Combination.

Note 12 Debt and Credit Facility

In January 2021, Dave OD Funding I, LLC (“Borrower”) entered into a Senior Secured Loan Facility (the “Debt Facility”) with Victory Park Management, LLC (“Agent”), allowing the Borrower to draw up to $ 100 million from various lenders associated with Victory Park Management, LLC (the “Lenders”).

Debt and Credit Facility

In January 2021, Dave OD Funding I, LLC (“Borrower”) entered into a delayed draw senior secured loan facility (the “Debt Facility”) with

Victory Park Management, LLC (“Agent”), allowing the Borrower to draw up to $ 100 million from various lenders associated with Victory Park Management, LLC (the “Lenders”).

The Debt Facility has an interest rate of 6.95 % 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 % .

Interest is payable monthly in arrears.

The Debt Facility has certain financial covenants, including a requirement to maintain a minimum cash, cash equivalents, or marketable securities balance of $ 10.0 million and as of March 31, 2022, the Company was in compliance with all covenants.

The Debt Facility has certain financial covenants, including a requirement to maintain a minimum cash, cash equivalents, or marketable securities balance of $ 10.0 million and as of June 30, 2022, the Company was in compliance with all covenants.

Payments of the loan draws are due at the following dates:

(i) within five business days after the date of receipt by the Borrower and the Company (“Credit Party”) or any of their subsidiaries of any net cash proceeds in excess of $ 250 thousand in the aggregate during any fiscal year from any asset sales (other than certain permitted dispositions), the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100 % of such net cash proceeds;

(ii) within five business days after the date of receipt by any Credit Party or any of their subsidiaries, or the Agent as

(i) within five business days after the date of receipt by the Borrower

and the Company (each, a “Credit

Notes to the Unaudited Condensed Consolidated Financial Statements

loss payee, of any net cash proceeds from any destruction or taking, the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100 % of such net cash proceeds;

Party”) or any of their subsidiaries of any net cash proceeds in excess of $ 250 thousand in the aggregate during any fiscal year from any asset sales (other than certain permitted dispositions), the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100 % of such net cash proceeds;

(ii) within five business days after the date of receipt by any Credit Party or any of their subsidiaries, or the Agent as loss payee, of any net cash proceeds from any destruction or taking, the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100 % of such net cash proceeds;

(iii) within three business days after the date of receipt by any Credit Party or any of their subsidiaries of any net cash proceeds from the incurrence of any indebtedness of any Credit Party or any of their subsidiaries (other than with respect to permitted indebtedness), the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100 % of such net cash proceeds;

and (iv) (a) if extraordinary receipts are received by any Credit Party in the aggregate amount in any fiscal year in excess of $ 250 thousand or (b) if an event of default has occurred and is continuing at any time when any extraordinary receipts are received by any Credit Party, then within five business days of the receipt by any Credit Party of any such extraordinary receipts, the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to (x) 100 % of such extraordinary receipts in excess of $ 250 thousand in respect of clause (a) above and (y) 100 % of such extraordinary receipts in respect of clause (b) above.

As of March 31, 2022 and December 31, 2021, respectively, the Company had drawn $ 35 million (unaudited) on the Debt Facility and has made no repayments.

In November 2021, Dave OD entered into an amendment of the Debt Facility which added a $ 20 million credit line (as amended, the “Credit Facility”) 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 March 31, 2022 and December 31, 2021, respectively, the Company has drawn $ 20 million (unaudited) on the Credit Facility and has made no repayments.

Note 13 Commitments and Contingencies

As of June 30, 2022 and December 31, 2021, respectively, the Company had drawn $ 35 million on the Debt Facility and ha d

made no repayments.

In November 2021, the B

entered into an amendment of the Debt Facility which added a $ 20 million credit line (as amended, the “Credit Facility”) 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 June 30, 2022 and December 31, 2021, respectively, the Company ha d

drawn $ 20 million on the Credit Facility and has made no repayments.

Commitments and Contingencies

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business.

Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or claims will have a significant adverse effect on the Company’s business, financial condition, results of operations, or cash flows.

Notes to the Unaudited Condensed Consolidated Financial Statements

(filed September 16, 2020 in the California Superior Court for the County of Los Angeles)

(filed September 16, 2020 in LA County Superior Court)

This is a purported class action lawsuit filed in connection with a July 2020 data breach.

The Company is in the process of settling this matter;

it estimates the settlement to be approximately $ 3.2 million and is included with Legal settlement accrual within the condensed consolidated balance sheets for the period ended March 31, 2022 and December 31, 2021.

Dave Inc (filed January 9, 2020 in the California Superior Court for the County of Los Angeles).

(filed January 9, 2020 in the California Superior Court for the County of Los Angeles)

In January 2020, a former employee of the Company filed a complaint in the California Superior Court for the County of Los Angeles against the Company and the Company’s Chief Executive Officer, asserting claims for, among other things, breach of contract, breach of fiduciary duty, conversion, and breach of the implied covenant of good faith and fair dealing.

The complaint alleges that the Company and the Chief Executive Officer misappropriated approximately 6.8 million shares (as adjusted for a 10:1 forward stock split in November 2020) by rescinding a stock option agreement and a restricted stock purchase agreement between the Company and the former employee under which such shares were issued and repurchasing the shares.

The complaint alleges that the Company and the Chief Executive Officer misappropriated approximately 9.2 million shares (as adjusted for a 10:1 forward stock split in November 2020 and the 1.354387513 Exchange Ratio

) by rescinding a stock option agreement and a restricted stock purchase agreement between the Company and the former employee under which such shares were issued and repurchasing the shares.

The Company rescinded the agreements for failure of consideration.

The Company and the Chief Executive Officer answered, denying all claims and asserting defenses.

Discovery has commenced, but no trial date has been set.

The Company is vigorously defending against this claim.

(filed April 4, 2020 in the

California Superior Court for the County of Los Angeles)

The Company is actively litigating this matter.

Notes to the Unaudited Condensed Consolidated Financial Statements

(filed April 4, 2020 in the California Superior Court for the County of Los Angeles)

Whalerock Industries Holding Company, LLC (“Whalerock”) filed an unlawful detainer action against the Company on or about August 4, 2020, which was dismissed by Whalerock on March 18, 2021.

On or about March 29, 2021, Whalerock initiated new litigation against the Company seeking declaratory relief.

The Company and Whalerock entered into a sublease in May 2020 whereby the Company would sublease certain space from Whalerock located in West Hollywood, California.

This matter involves a dispute between the Company and Whalerock over whether the 18-month

sublease has commenced, and if so, when.

This matter involves a dispute between the Company and Whalerock over the commencement date of the 18-month sublease entered into by the Company and Whalerock in May 2020 for office space in West Hollywood, California.

The Company is actively litigating this matter and cannot estimate the likely outcome at this time.

Note 14 Leases

(filed July 15, 2022 in the United States District Court for the Northern District of California)

This is a purported class action alleging violations of California consumer protection laws and state and federal lending laws, among other things.

The Complaint seeks injunctive relief;

non-restitutionary disgorgement;

pre- and post-judgment interest;

and reasonable attorneys’ fees and costs.

The Company is actively litigating this matter and cannot estimate the likely outcome at this time.

In November 2018, the Company entered into a sublease agreement with PCJW Properties LLC (“PCJW”), controlled by Company’s founders (including the Company’s current CEO), for general office space next to the aforementioned leased property in Los Angeles, California.

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The Company began utilizing the office space in June 2021.

Notes to the Unaudited Condensed Consolidated Financial Statements

All leases were classified as operating and operating lease expenses are presented within other general and administrative expenses in the unaudited condensed consolidated statements of operations.

All leases were classified as operating and operating lease expenses are presented within other general and administrative expenses in the condensed consolidated statements of operations.

The Company does not have any finance leases or sublease arrangements where the Company is the sublessor.

The Company’s leasing activities are as follows (dollars in thousands)

For the Three Months Ended

March 31, 2022

March 31, 2021

For the Six Months Ended

June 30, 2022

June 30, 2021

Operating lease cost

2 unchanged sentences

Total lease cost

For the Three

March 31, 2022

For the Six Months Ended

June 30, 2022

June 30, 2021

Other information:

Cash paid for operating leases

assets obtained in exchange for new operating lease liability

Right-of-use assets obtained in exchange for new operating lease liability

Weighted-average remaining lease term - operating lease

Weighted-average discount rate - operating lease

The future minimum lease payments as of March 31, 2022, were as follows (in thousands):

Notes to the Unaudited Condensed Consolidated Financial Statements

The future minimum lease payments as of June 30, 2022, were as follows (in thousands):

Related-Party

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Total lease liabilities

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 15 Convertible Preferred Stock and Stockholders’ Equity

As of March 31, 2022, no shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock.

Note 18 Preferred Stock and Stockholders’ Equity

As of June 30, 2022, no shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock.

Pursuant to the terms of our amended and restated certificate of incorporation, shares of preferred stock may be issued from time to time in one or more series.

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The ability of the board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of existing management.

Notes to the Unaudited Condensed Consolidated Financial Statements

Class A and Class V Common Stock:

The Company’s Board of Directors has authorized two classes of common stock, Class A and Class V.

As of March 31, 2022, the Company had authorized 500,000,000 and 100,000,000 shares of Class A and Class V Common Stock.

As of March 31, 2022, the Company had 324,245,822 and 48,450,639 shares of Class A and Class V Common Stock issued and outstanding, respectively.

Note 16 Stock-Based Compensation

The Company’s Board of Directors has authorized two classes of common stock, Class A Common Stock and Class V Common Stock.

As of June 30, 2022, the Company had authorized

500,000,000 and 100,000,000

shares of Class A Common Stock and Class V Common Stock.

As of June 30, 2022, the

325,671,886 and 48,450,639 shares of Class A Common Stock and Class V Common Stock issued, respectively.

As of June 30, 2022, the Company had 324,085,849 and 48,450,639 shares of Class A Common Stock and Class V Common Stock outstanding, respectively.

Stock-Based Compensation

In 2017, the Company’s Board of Directors adopted the Dave Inc.

2017 Stock Plan (the “2017 Plan”).

The Plan authorizes the award of stock options, restricted stock, and restricted stock units.

The Company has reserved shares of common stock for issuance under the Plan.

The 2017 Plan authorized the award of stock options, restricted stock, and restricted stock units.

On January 4, 2022, the stockholders of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”).

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Upon the consummation of the Business Combination with VPCC, the 2017 Plan was terminated and replaced by the 2021 Plan.

On January 4, 2022, the stockholders of the Company considered and approved the 2021 Employee Stock Purchase Plan (the “ESPP”).

The maximum term of stock options granted under the 2021 Plan is 10 years and the awards generally vest over a four year period.

On January 4, 2022, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (the “ESPP”).

The ESPP was previously approved, subject to stockholder approval, by the Company’s Board of Directors on January 4, 2022.

The ESPP became effective immediately upon the completion of the Business Combination with VPCC.

The Company recognized approximately $ 3.2 million and $ 1.7 million of stock-based compensation expense arising from stock option and restricted stock grants which is recorded as a component of compensation and benefits in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, respectively.

The Company recognized approximately $ 22.9 million and $ 26.0 million of stock-based compensation expense arising from stock option and restricted stock grants which is recorded as a component of compensation and benefits in the condensed consolidated statements of operations for the three and six months ended June 30, 2022, respectively.

The Company recognized approximately $ 1.1 million and $ 2.8 million of stock-based compensation expense arising from stock option and restricted stock grants for the three and six months ended June 30, 2021, respectively.

Notes to the Unaudited Condensed Consolidated Financial Statements

Stock Options:

Management has valued stock options at their date of grant utilizing the Black-Scholes option pricing model.

The fair value of the underlying shares was estimated by using a number of inputs, including recent arm’s length transactions involving the sale of the Company’s common stock.

The following table presents the weighted-average assumptions used to value options granted during the three months ended March 31, 2020:

The fair value of the underlying shares was estimated by using a number of inputs, including recent arm’s length transactions involving the sale of the Company’s Class A Common Stock.

The following table presents the weighted-average assumptions used to value options granted during the six months ended June 30, 2021:

Expected term

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Expected volatility

The Company had no stock options granted during the three months ended March 31, 2022.

The Company had no stock options granted during the six months ended June 30, 2022.

Expected term

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Options outstanding, January 1, 2022

Options outstanding, March 31, 2022

Nonvested options, March 31, 2022

Vested and exercisable, March 31, 2022

The Company allowed certain stock option holders to exercise unvested options to purchase shares of Common Stock.

Options outstanding, June 30, 2022

Nonvested options, June 30, 2022

Vested and exercisable, June 30, 2022

At June 30, 202 2

, total estimated unrecognized stock-based compensation cost related to nonvested stock options granted prior to that date was approximately $ 15.6 million, which is expected to be recognized over a weighted-average period of 3.8 years.

The weighted-average grant date fair value of options granted during the six months ended June 30, 2022 and 2021 was $ 0 and $ 1.23 per share, respectively.

Company allowed certain stock option holders to exercise unvested options to purchase shares of Common Stock.

Shares received from such early exercises are subject to repurchase in the event of the optionee’s employment termination, at the original issuance price, until the options are fully vested.

As of March 31, 2022 and 2021, 444,408 and 1,009,279

shares of Common Stock were subject to repurchase at weighted-average exercise prices of $ 0.69 and $ 0.62 , respectively.

As of June 30, 2022 and 2021,

736,230 shares of Common Stock were subject to repurchase at weighted-average exercise prices of $

67 , respectively.

The shares issued pursuant to unvested options have been included in shares issued and outstanding on the condensed consolidated balance sheets as such shares are considered legally outstanding.

Notes to the Unaudited Condensed Consolidated Financial Statements

On March 3, 2021, the Company granted the Chief Executive Officer stock options to purchase up to 11,456,061 shares of Common Stock in nine tranches.

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Expected volatility

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 17 Related-Party Transactions

Restricted Stock Units:

Activity with respect to Restricted Stock Units is summarized as follows:

Nonvested shares at January 1, 2022

Nonvested shares at June 30

The Company had RSUs activity during the six months ended June 30, 2021.

At June 30, 2021, total estimated unrecognized stock-based compensation cost related to nonvested RSUs was approximately $ 76.2 million, which is expected to be recognized over a weighted-average period of 3.2 years.

Related-Party Transactions

Leasing Arrangements:

During the three months ended March 31, 2022 and 2021, the Company paid approximate

ly $ 0.08 million and $ 0.08 million, respectively, under lease agreements with PCJW for general office space in Los Angeles, California.

The following is a schedule of future minimum rental payments as of March 31, 2022, under the Company’s sub-lease

for the properties located in Los Angeles, California signed with PCJW (in thousands):

During the three and six months ended June 30, 2022, the Company paid approximately $ 0.1 million and $ 0.2 million, respectively, under lease agreements with PCJW for general office space in Los Angeles, California, and during the three and six months ended June 30, 2021, the Company paid approximately $ 0.1 million and $ 0.2 million, respectively.

The following is a schedule of future minimum rental payments as of June 30, 2022, under the Company’s sub-lease

for the properties located in Los

Angeles, California signed with PCJW (in thousands):

Related-Party

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Total lease liabilities

Notes to the Unaudited Condensed Consolidated Financial Statements

The related-party components of the lease right-of-use

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Related-Party Exercise Receivable Promissory Notes:

During 2018, the Company received non-recourse promissory notes from certain employees, which allowed for the early exercise of stock options, with the exercise price to be paid back to the Company at a later date.

The notes for approximatel

y $ 0.1 thousand were secured by a pledge of 1,942,250 shares.

During 2020, the Company received a non-recourse promissory note from a certain executive, which allowed for the early exercise of stock options, with the exercise price to be paid back to the Company at a later date.

The note for approximatel

y $ 1.0 million was secured by a pledge of 1,050,000 shares.

During 2018, the Company received non-recourse

promissory notes from certain employees, which allowed for the early exercise of stock options, with the exercise price to be paid back to the Company at a later date.

The notes for approximately $ 0.1 thousand were secured by a pledge of 1,942,250 shares.

During 2020, the Company received a non-recourse

promissory note from a certain executive, which allowed for the early exercise of stock options, with the exercise price to be paid back to the Company at a later date.

The note for approximately $ 1.0 million was secured by a pledge of 1,050,000 shares.

The promissory notes have a term of five years and carry stated interest rates between 1.5 % and 2.0 %, which are compounded annually.

The amounts due as of March 31, 2022 and December 31, 2021, were approximately $ 0

million, respectively.

Prior to the consummation of the Business Combination in January 2022, the promissory notes were repaid.

The amounts due as of June 30, 2022 and December 31, 2021, were $ 0 and

approximately

$ 1.1 million, respectively.

On January 3, 2022, Legacy Dave entered into an agreement with a certain executive to transfer and sell shares of Legacy Dave common stock to Legacy Dave.

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promissory notes and call options, which allow the Company to acquire shares held by these stockholders.

The entire unpaid principal balance of these Loans to Stockholders, together with all accrued but unpaid interest, is due and payable upon the earlier (i) o

f August 12, 2026 ;

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

(ii) a liquidity event;

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These Loans to Stockholders carry stated interest rates of 1.87 %, which are compounded annually.

Please refer to Note 2, Significant Account Policies

Summary of Significant Accounting Policies, for further details on the fair value of the derivative asset related to the Loans to Stockholders.

Upon consummation of the B

ombination in January 2022, all of the call options related to the Loans to Stockholders were exercised and the related loans were settled.

The Loans to Stockholders, inclusive of interest, were approximately $ 0 (unaudited) and $ 15.2 million as of March 31, 2022 and December 31, 2021, respectively

Note 18 401(k) Savings Plan

Please refer to Note 3

, Significant Account Policies Summary of Significant Accounting Policies, for further details on the fair value of the derivative asset related to the Loans to Stockholders.

Upon consummation of the Business Combination in January 2022, all of the call options related to the Loans to Stockholders were exercised and the related loans were settled.

The Loans to Stockholders, inclusive of interest, were $ 0 and approximately

$ 15.2 million as of June 30, 2022 and December 31, 2021, respectively.

401(k) Savings Plan

The Company maintains a 401(k) savings plan for the benefit of its employees.

1 unchanged sentence

All current employees are eligible to participate in the 401(k) savings plan.

Beginning January 2021, the Company began matching contributions to the 401(k)

Notes to the Unaudited Condensed Consolidated Financial Statements

savings plan equal to 100 % of the first 4 % of wages deferred by each participating employee.

The Company incurred expenses for employer matching contributions of approximately $ 0.4 million (unaudited) and $ 0.2 million for the three months ended March 31, 2022 and 2021, respectively.

Beginning January 2021, the Company is required to make matching contributions to the 401(k) savings plan equal to 100 % of the first 4 % of wages deferred by each participating employee.

The Company incurred expenses for employer matching contributions of approximately $ 0.5 million and $ 0.9 million for the three

and six months ended June 30, 2022, respectively, and approximately

$ 0.2 million and $ 0.4 million

or the three and six months ended June 30, 2021, respectively.

Subsequent Events

Management has evaluated all events and transactions through the date the Company issued these condensed consolidated financial statements.

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-Q

Item 1. Financial Statements