Dave Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
Business Combination
On January 5, 2022 (the Closing Date), the Company consummated the previously announced transaction (pursuant to that certain Agreement and Plan of
Merger, dated June 7, 2021 (the Business Combination Agreement), by and among Dave Inc. (prior to the Mergers (as defined below), hereinafter referred to as Legacy Dave), VPCC, Bear Merger Company I Inc., a Delaware
corporation and a direct, wholly owned Subsidiaries of VPCC (First Merger Sub), and Bear Merger Company II LLC, a Delaware limited liability company and a direct wholly owned Subsidiaries of VPCC (Second Merger Sub).
On January 5, 2022, pursuant to the Business Combination Agreement, First Merger Sub merged with and into Legacy Dave (the First Merger), with
Legacy Dave surviving the First Merger as a wholly owned subsidiary of VPCC (such company, in its capacity as the surviving corporation of the First Merger, the Surviving Corporation), immediately followed by the Surviving Corporation
merging with and into Second Merger Sub (the Second Merger, the Second Merger together with the First Merger, the Mergers and the Mergers together with the other transactions contemplated by the Business Combination
Agreement, the Business Combination or the Transactions), with Second Merger Sub (such entity, following the Second Merger, the Surviving Entity) surviving the Second Merger as a wholly owned subsidiary of VPCC.
Following the Mergers, VPC Impact Acquisition Holdings III, Inc. was renamed Dave Inc. and the Surviving Entity was renamed Dave Operating LLC.
On January 5, 2022, the holders of (a) Legacy Dave capital stock and (b) Legacy Daves options to purchase Legacy Dave capital stock pursuant
to Legacy Daves 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 Companys 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 consolidated financial statements included in Daves 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 consolidated 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. Until the Business Combination, based on VPCCs business activities, VPCC was a shell company as defined under the Securities Exchange Act of 1934, as amended (the Exchange Act). 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.
COVID-19
There are many uncertainties regarding the current global pandemic involving a novel strain of coronavirus (COVID-19), and the Company continues to closely monitor the impact of the pandemic on all aspects of the business, including how it has and may in the future impact Members, employees, suppliers,
vendors, and business partners. The duration and magnitude of the continuing effects of COVID-19 on Members remain uncertain and dependent on various factors, including new variants of the virus and their
severity and transmission rates, the nature of and duration for which preventive and containment measures are taken and remain in place and the extent and effectiveness of such measures, including vaccination programs, and the type of stimulus
measures and other policy responses that the U.S. government may further adopt. Moreover, the global macroeconomic effects of the COVID-19 pandemic and related impacts on Members and their demand for our products and services may persist for an
indefinite period, even after the effects of the pandemic have subsided.
Non-Compliance with Nasdaq Listing Requirements
On July 27, 2022, the Company received written notice (the Notice) from the Nasdaq Listing Qualifications Department notifying the Company that,
based on the closing bid price of the Companys Class A Common Stock, for the last 30 consecutive trading days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Global Market. Nasdaq
Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the Minimum Bid Price Requirement), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price
Requirement exists if the deficiency continues for a period of 30 consecutive trading days.
Pursuant to the Nasdaq listing rules, the Company has been
provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Class A Common Stock must be at least $1.00 per share for a minimum of 10
consecutive trading days prior to January 23, 2023, and the Company must otherwise satisfy The Nasdaq Global Markets requirements for continued listing.
If the Company does not regain compliance by January 23, 2023, it may be eligible for an additional 180 calendar day compliance period if it elects (and meets
the listing standards) to transfer to The Nasdaq Capital Market to take advantage of the additional compliance period offered on that market. To qualify, the Company would be required, among other things, to meet the continued listing requirement
for market value of publicly held shares as well as all other standards for initial listing on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of its intention to cure the
bid price deficiency during the second compliance period. If the Company does not regain compliance within the compliance period(s), including any extensions that may be granted by Nasdaq, the Class A Common Stock will be subject to delisting.
The Company intends to monitor the closing bid price of the Class A Common Stock and consider its available options to resolve the noncompliance with the
Minimum Bid Price Requirement, including effecting a reverse stock split. There can be no assurance that the Company will be able to regain compliance with The Nasdaq Global Markets continued listing requirements or that Nasdaq will grant us a
further extension of time to regain compliance, if applicable.
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