As filed with the United States Securities and Exchange Commission on November
2
, 2021 9
Registration No. 333-260083
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Form
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
6770 |
86-1481509 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
(312)
701-1777
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Scott R. Zemnick
Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Tel: (312)
701-1777
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
| Raymond Bogenrief Elliott M. Smith Era Anagnosti White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Tel: (212) 819-8200 |
John Ricci Dave Inc. 1265 South Cochran Avenue Los Angeles, CA 90019 Tel: (844) 857-3283 |
Josh Pollick Albert W. Vanderlaan Hari Raman Orrick, Herrington & Sutcliffe LLP 631 Wilshire Boulevard, Suite 2-C Santa Monica, CA 90401 Tel: (310) 633-2800 |
Approximate date of commencement of proposed sale of the securities to the public
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a ,” “,” “,” and “” in
non-accelerated
filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer
accelerated filer
smaller reporting company
emerging growth company
Rule 12b-2
of the Exchange Act. | Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
| | ||||||||
| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share (3) |
Proposed Maximum Aggregate Offering Price (3) |
Amount of Registration Fee | ||||
| Class A Common Stock, par value $0.0001 per share (1)(2) |
301,166,646 |
$9.93 |
$2,994,476,997.30 |
$277,588.02 | ||||
| Class V Common Stock, par value $0.0001 per share (1) |
75,540,840 |
$9.93 |
$750,120,541.20 |
$69,536.17 | ||||
| Total |
$3,744,597,538.50 |
$347,124.19 (4) | ||||||
| | ||||||||
| | ||||||||
(1) |
Based on the estimated maximum number of shares of Class A common stock, par value $0.0001 per share (“ Combined Company Class A Common Stock Combined Company Class V Common Stock Combined Company Common Stock VPCC Dave Class A Common Stock Dave Class V Common Stock Dave Stock |
(2) |
Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. |
(3) |
Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price of the Combined Company Class A Common Stock is (i) $9.93 (the average of the high and low prices of VPCC Class A common stock as reported on the New York Stock Exchange on October 1, 2021) multiplied by (ii) 301,166,646 shares of Combined Company Class A Common Stock to be registered, and the proposed aggregate maximum offering price of the Combined Company Class V Common Stock is (i) $9.93 (the average of the high and low prices of VPCC Class A common stock as reported on the New York Stock Exchange on October 1, 2021) multiplied by (ii) 75,540,840 shares of Combined Company Class V Common Stock to be registered. For purposes of calculating the registration fee, the Combined Class V Common Stock is treated as having the same value as the Combined Company Class A Common Stock as each share of Combined Class V Common Stock common stock is convertible into one share of Combined Class A Common Stock. |
(4) |
$346,884.99 was previously paid. The remaining $239.20 was paid herewith. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 2
9
, 2021 VPC Impact Acquisition Holdings III, Inc.
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
PROXY STATEMENT FOR SPECIAL MEETING
OF
VPC IMPACT ACQUISITION HOLDINGS III, INC.
PROSPECTUS FOR
301,166,646 SHARES OF CLASS A COMMON STOCK
AND
75,540,840 SHARES OF CLASS V COMMON STOCK
OF
VPC IMPACT ACQUISITION HOLDINGS III, INC.
TO BE RENAMED “DAVE INC.” FOLLOWING THE BUSINESS COMBINATION DESCRIBED HEREIN)
Dear VPC Impact Acquisition Holdings III, Inc. Stockholders:
On June 7, 2021, VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (“”), entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “”), by and among VPCC, Dave Inc., a Delaware corporation (“”), Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned subsidiary of VPCC (“”), and Bear Merger Company II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of VPCC (“” and together with the First Merger Sub, the “”). If (i) the Merger Agreement and the transactions contemplated thereby are adopted by Dave Stockholders (as defined below), (ii) the Merger Agreement and the transactions contemplated thereby, including the issuance of Combined Company Class A Common Stock (as defined below) and Combined Company Class V Common Stock (as defined below) to be issued as the merger consideration, are approved by the VPCC Stockholders (as defined below), and (iii) the Merger Agreement and the transactions contemplated thereby are subsequently completed, First Merger Sub will merge with and into Dave (the “”), with Dave surviving the First Merger as a wholly owned subsidiary of VPCC (such company, in its capacity as the surviving corporation of the First Merger, the “”), immediately followed by the Surviving Corporation merging with and into Second Merger Sub (the “,” the Second Merger together with the First Merger, the “” and the Mergers together with the other transactions contemplated by the Merger Agreement, the “” or the “”), with Second Merger Sub (such entity, following the Second Merger, the “”) surviving the Second Merger as a wholly owned subsidiary of VPCC (VPCC following such Mergers, hereinafter referred to as the “”). Following the Mergers, the Combined Company will operate under the name “Dave Inc.” and the Surviving Entity will operate under the name “Dave Operating LLC”.
VPCC
Merger Agreement
Dave
First Merger Sub
Second Merger Sub
Merger Subs
First Merger
Surviving Corporation
Second Merger
Mergers
Business Combination
Transactions
Surviving Entity
Combined Company
The Merger Agreement, provides, among other things, that prior to the closing of the Mergers (the “”), Dave will take all necessary action to cause the following transactions (collectively referred to in this proxy statement/prospectus as the “”):
Closing
Recapitalization
• |
each share of Dave preferred stock that is issued and outstanding immediately prior to the effective time of the First Merger (the “ Effective Time Dave Common Stock |
• |
a dual-class common stock structure to be implemented consisting of (x) Class A common stock, par value $0.00001 per share (the “ Dave Class A Common Stock Dave Stockholders Dave Class V Common Stock Dave Stock |
• |
each authorized share of the Dave Common Stock to automatically convert, effective as of the Recapitalization, into one share of Dave Class A Common Stock; and |
• |
immediately thereafter, each share of Dave Class A Common Stock held by Jason Wilk, the Chief Executive Officer and Co-Founder of Dave (“Mr. Wilk |
The Dave Stockholders (including holders of restricted shares of Dave Common Stock (“”)) and holders of vested Dave Options (as defined below) will receive an aggregate merger consideration pursuant to the Merger Agreement with an implied value of $3,500,000,000 (the “”), consisting of a number of shares of Combined Company Common Stock, with each deemed to have a value of $10.00 per share, equal to the Equity Value $10.00 (such aggregate merger consideration, the “”).
Dave Restricted Stock
Equity Value
divided by
Aggregate Stock Consideration
Pursuant to the Merger Agreement, at the Effective Time (and following the consummation of the Recapitalization), (a) each share of Dave Class A Common Stock held by the Dave Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly issued Class A common stock of the Combined Company, par value $0.0001 (“”), equal to an exchange ratio (the “”) determined by dividing the Aggregate Stock Consideration by the sum of (without duplication): (i) the aggregate number of shares of Dave Stock outstanding as of immediately prior to the Effective Time and following the consummation of the Recapitalization (including all shares of Dave Restricted Stock, whether vested or unvested); (ii) the aggregate number of shares of Dave Stock that are issuable upon the exercise or settlement of all Dave Options and Dave ”) and (b) each share of Dave Class V Common Stock held by the Dave Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly authorized and issued Class V common stock of the Combined Company, par value $0.0001 (“” and together with the Combined Company Class A Common Stock, “”), equal to the Per Share Dave Stock Consideration.
Combined Company Class
A Common Stock
Per Share Dave Stock Consideration
Non-Plan
Options (in each case, as defined below) that are unexpired, issued, outstanding and vested as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Options and Dave Non-Plan
Options are exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Options or Dave Non-Plan
Options equals (x) the Per Share Dave Stock Consideration multiplied by (y) ten dollars ($10.00)); and (iii) the aggregate number of shares of Dave Stock that are issuable upon the exercise or settlement of all Dave Warrants that are unexpired, issued and outstanding as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Warrants are vested and exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Warrants equals the (x) Per Share Dave Stock Consideration multiplied by (y) ten dollars ($10.00)) (the “Dave Stock Adjusted Fully Diluted Shares
Combined Company Class
V Common Stock
Combined Company Common Stock
Each option to purchase shares of capital stock of Dave (“”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) (other than certain options to purchase shares of capital stock of Dave granted outside of the terms and conditions of Dave’s stock plans (“”)) will be automatically assumed by the Combined Company and converted into an option to acquire an adjusted number of shares of Combined Company Class A Common Stock (pursuant to a ratio based on the Per Share Dave Stock Consideration) (each such resulting option, a “”) at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Dave Option, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Options. The shares of Dave Common Stock issuable upon the exercise of Dave Options that are outstanding, unexercised and unvested immediately prior to the Effective Time (such options, the “”) are not included in the calculation of the “” for purposes of the calculation of the Per Share Dave Stock Consideration, and the shares of Combined Company Class A Common Stock issuable upon the exercise of Rollover Options representing at the Effective Time Unvested Dave Options (such shares, “”) are not
Dave Option
Dave
Non-Plan
OptionsRollover Option
Unvested Dave Options
Dave Stock Adjusted Fully Diluted Shares
Unvested Rollover Option Shares
considered a part of the Aggregate Stock Consideration. The Unvested Rollover Option Shares will reduce the shares of Combined Company Class A Common Stock initially available for issuance under the new equity incentive plan that the Combined Company will adopt as of the Closing.
Each Dave
Non-Plan
Option that is outstanding and unexercised immediately prior to the Effective Time will be automatically cancelled for no consideration. Each award of Dave Restricted Stock that is outstanding and unvested immediately prior to the Effective Time will be automatically assumed by VPCC and converted into an award of restricted stock with respect to an adjusted number of shares of Combined Company Class A Common Stock (pursuant to a ratio based on the Per Share Dave Stock Consideration) (the “”) and will continue to be governed by substantially the same terms and conditions (including vesting terms) as were applicable to the corresponding former Dave Restricted Stock, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Restricted Stock.
Rollover Restricted Stock
Each warrant to purchase shares of capital stock of Dave (“”) that is outstanding and unexercised immediately prior to the Effective Time will be automatically terminated in accordance with the terms of the applicable Dave Warrant and be of no further force or effect as of the Effective Time.
Dave Warrants
Pursuant to the terms of the Founder Holder Agreement, the Initial Stockholders have agreed to (a) surrender to VPCC, on a pro rata basis, immediately prior to the consummation of the Mergers and for no consideration, up to 951,622 shares of VPCC Class A common stock, par value $0.0001 per share (the “”) (after giving effect to the conversion in connection with the Closing of all then-outstanding shares of VPCC Class B common stock, par value $0.0001 per share (the “”)) comprising the Founder Holder Contingent Closing Shares (as defined in the accompanying proxy statement/prospectus), in the event that the number of shares of VPCC Class A Common Stock equal to (x) the shares of VPCC Class A Common Stock held by the VPCC Stockholders (other than the Founder Holders) that are redeemed in connection with the VPCC Share Redemptions (y) the shares of VPCC Class A Common Stock purchased by Sponsor or one or more of its affiliates or certain related parties prior to the Closing in connection with a VPCC Share Redemptions Alternative Financing (as defined in the accompanying proxy statement/prospectus), represents greater than 20% of the shares of VPCC Class A Common Stock held by the VPCC Stockholders as of the date of the Merger Agreement; and (b) forfeit on a pro rata basis, up to 1,586,037 shares of VPCC Class A Common Stock comprising the Founder Holder Earnout Shares in accordance with the terms of the Merger Agreement, such that 100% of the Founder Holder Earnout Shares will be forfeited in the event that the Combined Company Class A Common Stock does not achieve certain trading price as later disclosed in this proxy statement/prospectus.
VPCC Class A Common
Stock
VPCC Class B Common Stock
minus
In addition, pursuant to Subscription Agreements that VPCC entered into with certain investors (the “”) substantially concurrently with the execution of the Merger Agreement, immediately prior to the consummation of the Mergers, such PIPE Investors will purchase an aggregate of 21,000,000 shares of Combined Company Class A Common Stock for $10.00 per share. On August 17, 2021, one of the investors agreed to pre-fund its $15,000,000 obligation under the Subscription Agreement for a promissory note convertible into 1,500,000 shares of Combined Company Class A Common Stock at Closing (as such term is defined in the accompanying proxy statement/prospectus).
PIPE
Investors
It is anticipated that following the Closing: (a) the Public Stockholders (as defined in the accompanying proxy statement/prospectus) are expected to own approximately 6.5% of the outstanding shares of Combined Company Common Stock and hold approximately 2.5% of the voting power; (b) Dave Stockholders are expected to own approximately 86.5% of the outstanding shares of Combined Company Common Stock and hold approximately 94.9% of the voting power, of which Mr. Wilk is expected to own approximately 18.1% of the outstanding shares of Combined Company Common Stock and hold approximately 68.9% of the voting power; (c) the Initial Stockholders (as defined in the accompanying proxy statement/prospectus) are expected to collectively own approximately 1.6% of the outstanding shares of Combined Company Common Stock (excluding the VPCC Funds Shares, as such term is defined in this proxy statement/prospectus) and hold approximately 0.6% of the
voting power and (d) the PIPE Investors are expected to own approximately 5.4% of the outstanding shares of Combined Company Common Stock and hold approximately 2.0% of the voting power. These percentages assume (i) that no Public Stockholders exercise their redemption rights in connection with the proposed Business Combination, (ii) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors, (iii) none of the outstanding warrants to purchase Combined Company Class A Common Stock are exercised and (iv) the repurchase of certain shares of Class A and Class V Common Stock held by selling Holders pursuant to the Repurchase Agreement. If there are redemptions by the Public Stockholders up to the maximum level that would permit completion of the Business Combination, (a) the Public Stockholders will own none of the outstanding shares of Combined Company Common Stock and hold none of the voting power; (b) Dave Stockholders will own approximately 92.8% of the outstanding shares of Combined Company Common Stock and hold approximately 97.5% of the voting power, of which Mr. Wilk is expected to own approximately 20.4% of the outstanding shares of Combined Company Common Stock and hold approximately 72.0% of the voting power; (c) the Initial Stockholders will own approximately 1.5% of the outstanding shares of Combined Company Common Stock and hold approximately 0.5% of the voting power; and (d) the PIPE Investors will own approximately 5.7% of the outstanding shares of Combined Company Common Stock and hold approximately 2.0% of the voting power. These percentages assume (i) that 25,376,598 Public Stockholders exercise their redemption rights in connection with the proposed Business Combination and (ii) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors. Immediately following the Closing, Mr. Wilk and his permitted transferees will control the Combined Company and the Combined Company will be a controlled company within the meaning of the corporate governance standards of The Nasdaq Stock Market LLC (“”). For a description of the exemptions from Nasdaq’s corporate governance standards that are available to controlled companies, please see the section titled “.”
Nasdaq
Combined Company Management After the Business Combination
—
Controlled Company Exemption
VPCC’s units, VPCC Class A Common Stock and public warrants are publicly traded on the NYSE under the ticker symbols “VPCC.U,” “VPCC” and “VPCC WS,” respectively. We intend to apply to list the Combined Company Common Stock, including shares of the Combined Company Common Stock issued in connection with the Mergers, and the public warrants on Nasdaq under the symbols “DAVE” and “DAVEW” upon the Closing. VPCC will not have units traded following the Closing. Following the Closing, VPCC intends to change its name to Dave Inc.
VPCC will hold a special meeting of the VPCC Stockholders (the “”) to consider matters relating to the proposed Mergers. VPCC and Dave cannot complete the Mergers unless (i) the VPCC Stockholders approve the Merger Agreement and the transactions contemplated thereby, including the issuance of Combined Company Class A Common Stock and Combined Company Class V Common Stock to be issued as the merger consideration, and (ii) the Dave Stockholders consent to the adoption and approval of the Merger Agreement and the transactions contemplated thereby. VPCC is sending you the accompanying proxy statement/prospectus to ask you to vote in favor of these and the other matters described in the accompanying proxy statement/prospectus.
Special Meeting
In light of the ongoing developments related to the
COVID-19
pandemic and to protect the health of VPCC Stockholders and the community, the Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Special Meeting by visiting https://www.cstproxy.com/vpcc/2021 and entering your control number as further explained in the accompanying proxy statement/prospectus. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF VPCC COMMON STOCK YOU OWN. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. You can also visit the Company’s website, at https://www.victoryparkcapital.com/vih/vpc-impact-acquisition-holdings-iii-inc/ to access how to vote information. We do not intend for our website address to be an active link or to otherwise incorporate by reference the contents of the website into this proxy statement/prospectus. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.
After careful consideration, the board of directors of VPCC has approved the Merger Agreement, the Mergers and the Business Combination and recommends that stockholders vote “” adoption of the Merger Agreement and approval of the Business Combination, and “” all other proposals presented to the VPCC Stockholders in the accompanying proxy statement/prospectus.
FOR
FOR
The accompanying proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about VPCC and Dave and certain related matters. You are encouraged to read the accompanying proxy statement/prospectus carefully. In particular, you should read the “
” section beginning on page 45 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.
If you have any questions regarding the accompanying proxy statement/prospectus, you may contact VPCC’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (toll free) or banks and brokers can call collect at (203) 658-9400 or by email to VPCC.info@investor.morrowsodali.com.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGERS, THE BUSINESS COMBINATION, THE ISSUANCE OF SHARES OF COMBINED COMPANY CLASS A COMMON STOCK OR COMBINED COMPANY CLASS V COMMON STOCK IN CONNECTION WITH THE MERGERS OR THE OTHER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/ PROSPECTUS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/ PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated [●], 2021, and is first being mailed to stockholders of VPCC on or about [●], 2021.
VPC IMPACT ACQUISITION HOLDINGS III, INC.
150 North Riverside Plaza, Suite 5200
Chicago, Illinois 60606
NOTICE OF SPECIAL MEETING TO BE HELD ON [
], 2021
To the Stockholders of VPC Impact Acquisition Holdings III, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (“,” the “,” “,” “” or “”), will be held on [●], 2021 at [●] Eastern Time (the “”). Online
VPCC
Company
we
us
our
Special Meeting
check-in
will begin at [●] Eastern Time and you should allow ample time for the check-in
procedures. In light of the on-going
developments related to the COVID-19
pandemic and to protect the health of the VPCC Stockholders and the community, the Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Special Meeting by visiting https://www.cstproxy.com/vpcc/2021 and inserting the control number included in your proxy card. You will be able to vote your shares electronically over the Internet and submit questions online during the meeting by logging in to the website listed above and using the control number. The Special Meeting is being held to conduct the following items of business: Proposal No. 1—The Business Combination Proposal—To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of June 7, 2021 (as it may be amended from time to time, the “”), by and among VPCC, Dave Inc., a Delaware corporation (“”), Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned subsidiary of VPCC (“”), and Bear Merger Company II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of VPCC (“” and together with the First Merger Sub, the “”), pursuant to which First Merger Sub will merge with and into Dave (the “”), with Dave being the surviving corporation of the First Merger (the “”), and immediately following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “,” together with the First Merger, the “” and the Mergers together with the other transactions contemplated by the Merger Agreement, the “”), with Second Merger Sub being the surviving company of the Second Merger as a wholly owned subsidiary of VPCC (VPCC following such Mergers, hereinafter referred to as the “Combined
Merger Agreement
Dave
First Merger Sub
Second Merger Sub
Merger Subs
First Merger
Surviving Corporation
Second Merger
Mergers
Business Combination
Company”). Following the Mergers, the Combined Company will operate under the name “Dave Inc.” and the
Surviving Entity will operate under the name “Dave Operating LLC”. A copy of the Merger Agreement is attached as ”);
Annex
A
to the proxy statement/prospectus (the “Business Combination Proposal
Proposal No. 2—The Charter Amendment Proposal—To consider and act upon a proposal to adopt the proposed Second Amended and Restated Certificate of Incorporation of the Company (the “”) attached as ”);
Proposed Charter
Annex
B
to the proxy statement/prospectus (the “Charter Amendment Proposal
The Governance Proposals—To consider and act upon, on a ”) and the Proposed Charter to be in effect upon the completion of the Business Combination in accordance with the United States Securities and Exchange Commission requirements:
non-binding
advisory basis, eight separate governance proposals relating to the following material differences between VPCC’s Amended and Restated Certificate of Incorporation (the “Existing Charter
Proposal No. 3A—To consider and vote upon an amendment to VPCC’s Existing Charter to increase the total number of authorized shares of all classes of capital stock from 221,000,000 shares to, following the automatic conversion of all VPCC Class B common stock, par value $0.0001 (the “”) into VPCC Class A common stock, par value $0.0001 (the “”) immediately prior to the Closing of the Business Combination, 610,000,000 shares, which would consist of (a) 500,000,000 shares of Class A common stock of the Combined Company, par value $0.0001 (the “”), (b) 100,000,000 shares of Class V common stock of the Combined Company, par value $0.0001 (the “”) and (c) 10,000,000 shares of preferred stock of the Combined Company, par value $0.0001.
VPCC Class B Common Stock
VPCC Class A Common Stock
Combined Company Class A Common Stock
Combined Company Class V Common Stock
Proposal No. 3B—To consider and vote upon an amendment to VPCC’s Existing Charter to authorize a dual class common stock structure pursuant to which holders of Combined Company Class A Common Stock will be
entitled to one vote per share and holders of Combined Company Class V Common Stock will be entitled to ten votes per share on each matter properly submitted to the Combined Company’s stockholders entitled to vote.
Proposal No. 3C—To consider and vote upon an amendment to VPCC’s Existing Charter to require, with respect to any vote to increase or decrease the number of authorized shares of any class or classes of stock (but not below the number of shares then outstanding), the affirmative vote of a majority of the holders of all of the then-outstanding shares of capital stock of the Combined Company entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law, and no vote of the holders of the Combined Company Class A Common Stock voting separately as a class shall be required therefor.
Proposal No. 3D—To consider and vote upon an amendment to VPCC’s Existing Charter to provide, subject to the special rights of the holders of any series of preferred stock of the Combined Company, that no director may be removed from the Combined Company board except for cause and only by the affirmative vote of the holders of at least
two-thirds
(2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors voting together as a single class; Proposal No. 3E—To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of either a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships (the “”) or the holders of at least , if
Whole Board
two-thirds
(2/3) of the voting power of all then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, for the adoption, amendment, or repeal of any provision of the bylaws (in addition to any vote of the holders of any class or series of stock of required by applicable law or by the Proposed Charter of the Combined Company); provided, however
that
two-thirds
(2/3) of the Whole Board has approved such adoption, amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws; Proposal No. 3F—To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of a majority of the board of directors and the holders of
two-thirds
(2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company for the adoption, amendment, or repeal of certain provisions of the Proposed Charter; provided that if two-thirds
(2/3) of the Whole Board has approved such amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Combined Company will be required for the amendment or repeal of such provision; Proposal No. 3G—To consider and vote upon an amendment to VPCC’s Existing Charter to clarify that the exclusive jurisdiction of the Chancery Court of the State of Delaware shall not apply to suits brought to enforce any duty or liability under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. To the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of claims arising under the Securities Act; and
Proposal No. 3H—To consider and vote upon an amendment to VPCC’s Existing Charter to authorize all other proposed changes, including, among others, those (i) resulting from the Business Combination, including changing the post-business combination corporate name from “VPC Impact Acquisition Holdings III, Inc.” to “Dave Inc.” and removing certain provisions relating to VPCC’s prior status as a blank check company and VPCC Class B Common Stock that will no longer apply upon the Closing, or (ii) that are administrative or clarifying in nature, including the deletion of language without substantive effect.
We refer to Proposals No. 3A through 3H collectively as the “.”
Governance Proposals
Proposal No. 4—The Director Election Proposal—a proposal to elect, assuming the Business Combination Proposal, the Charter Amendment Proposal and the Share Issuance Proposal (as defined below) are all approved and adopted, five directors to the Combined Company’s board of directors (the “”).
Director Election Proposal
Proposal No. 5—The 2021 Equity Incentive Plan Proposal—To approve and adopt the 2021 Equity Incentive Plan (the “”) and material terms thereunder (the “ ”). A copy of the 2021 Plan is attached to the proxy statement/prospectus as
2021 Plan
2021
Equity Incentive Plan Proposal
Annex
C
. Proposal No. 6—The Employee Stock Purchase Plan Proposal—To approve and adopt the 2021 Employee Stock Purchase Plan (the “”) and material terms thereunder (the “”). A copy of the Employee Stock Purchase Plan is attached to this proxy statement/prospectus as
Employee Stock Purchase Plan
Employee Stock Purchase Plan Proposal
Annex
D
. Proposal No. 7—The Share Issuance Proposal—a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for purposes of complying with applicable NYSE Listing Rules, the issuance of more than 20% of VPCC’s issued and outstanding common stock in connection with the Business Combination, the PIPE Investment (as defined herein) and any additional subscription agreements VPCC may enter into prior to Closing, and the related change in control (collectively, the “”).
Share Issuance Proposal
Proposal No. 8—The Repurchase Proposal—a proposal to approve the Repurchase Agreement, dated as of June 7, 2021, by and among VPCC, Jason Wilk, Kyle Beilman and Dave wherein VPCC agreed to repurchase Combined Company Common Shares from Jason Wilk and Kyle Beilman at $10.00 per share, effective as of the Business Day following the effective time of the Second Merger (the “Repurchase Agreement”) and the transactions contemplated by the Repurchase Agreement (the “”).
Repurchase Proposal
Proposal No. 9—The Adjournment Proposal—to consider and vote upon a proposal to approve the a proposal to consider and vote upon the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal (together the “”) would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “” and, together with the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal, the “”).
Condition Precedent Proposals
Adjournment Proposal
Proposals
The above matters are more fully described in the accompanying proxy statement/prospectus.
We urge you to read carefully the accompanying proxy statement/prospectus in its entirety, including the Annexes and the accompanying financial statements of VPCC and Dave.
The record date for the Special Meeting is November 12, 2021. Only VPCC Stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of the VPCC Stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at VPCC’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting. The eligible stockholder list will also be available at the Special Meeting for examination by any stockholder of record present at such meeting.
We are providing the accompanying proxy statement/prospectus and accompanying proxy card to the VPCC Stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by the VPCC Stockholders at the Special Meeting is included in the accompanying proxy statement/prospectus.
Whether or not you plan to attend the Special Meeting, we urge all of the VPCC Stockholders to read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of VPCC and Dave, carefully and in their entirety.
After careful consideration, the VPCC Board has approved the Business Combination and recommends that the VPCC Stockholders vote “FOR” adoption of the Merger Agreement and approval of the Business Combination, including the transactions contemplated by the Merger Agreement and the Mergers, and “FOR” all other proposals presented to the VPCC Stockholders in the accompanying proxy statement/prospectus. When you consider the VPCC Board’s recommendation of these proposals, you should keep in mind that VPCC’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the sections titled
“
The Business Combination and the Merger Agreement
—
Interests of Certain VPCC Persons in the Business Combination
” and
“VPCC Special Meeting of Stockholders
—
Recommendation to VPCC Stockholders
” for additional information.
In connection with VPCC’s initial public offering (the “”), VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company (our “”) and the other holders of VPCC Class B Common Stock prior to the IPO (the “”), agreed to vote all shares of VPCC Class B Common Stock and any shares of VPCC Class A Common Stock purchased during or after the IPO in favor of the Business Combination. Currently, the Initial Stockholders own approximately 20.0% of VPCC’s issued and outstanding common stock, including all of the outstanding shares of VPCC Class B Common Stock.
IPO
Sponsor
Initial Stockholders
Pursuant to VPCC’s Existing Charter, a holder of VPCC’s Public Shares (as defined below) may request that VPCC redeem all or a portion of such stockholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed if, prior to 5:00 p.m. Eastern Time on [●], 2021 (two business days before the scheduled date of the Special Meeting), you (i) tender your Public Shares physically or electronically and (ii) submit a request in writing that VPCC redeem your Public Shares for cash, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested to VPCC’s transfer agent.
Holders of units issued in the IPO (“”) must elect to separate the underlying shares (“”) and warrants (“”) prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the transfer agent directly and instruct it to separate the Units. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the transfer agent in order to validly redeem its shares. . If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Stockholder (as defined below) properly exercises its right to redeem its Public Shares and timely delivers its shares to the transfer agent, VPCC will redeem each Public Share for a ”), calculated as of two business days prior to the Closing, including interest not previously released to VPCC to pay its income taxes, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September 30, 2021 of approximately $253,782,145.56, this would have amounted to approximately $10.00 per Public Share. If a Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. See the section titled “” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Units
Public Shares
Public Warrants
Public Stockholders may elect to redeem their Public Shares even if they vote “for” the Business Combination Proposal
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account
VPCC Special Meeting of Stockholders
—Redemption Rights
Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “” (as defined under Section 13(d) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without VPCC’s prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash unless such stockholder first obtains VPCC’s prior consent.
group
The Merger Agreement provides that the obligation of Dave to consummate the Business Combination is conditioned on the amount in the Trust Account, following payment to all holders of VPCC Class A Common Stock in connection with VPCC Share Redemptions (as defined below), plus the amount of funds available to VPCC outside of the Trust Account at the Closing, plus the proceeds of the PIPE Investment and the amount of any alternative financing with respect to the PIPE Investment, on terms and conditions no less favorable in the aggregate than the PIPE Investment (the “”), equaling or exceeding $210,000,000. This minimum cash condition to Closing in the Merger Agreement is for the sole benefit of Dave and may be waived by it. If this condition becomes incapable of being satisfied at the Closing and continues to be incapable of being satisfied at the Closing for a period of 30 business days (after giving effect to any alternative financing that may be arranged with respect to the PIPE Investment), Dave may elect not to consummate the Business Combination and may terminate the Merger Agreement.
VPCC Available Cash
In no event will VPCC redeem Public Shares in an amount that would result in its net tangible assets (as determined in accordance with
Rule 3a51-1(g)(1)
of the Exchange Act) being less than $5,000,001. Holders of Public Warrants do not have redemption rights in connection with the Business Combination. VPCC’s Initial Stockholders have agreed to waive their redemption rights with respect to shares of VPCC Class B Common Stock and with respect to any Public Shares they may have held in connection with the Closing and to convert such shares of VPCC Class B Common Stock into shares of VPCC Class A Common Stock in connection with the Closing. The shares of Class B common stock will be excluded from the calculation used to determine the
pro rata
per-share
redemption price at the time of the redemptions. The approval of each of the Business Combination Proposal, the Governance Proposals (on an advisory basis), the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal, the Repurchase Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding VPCC shares of common stock represented in person or by proxy at the Special Meeting and entitled to vote thereon. The approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of VPCC’s shares of common stock entitled to vote thereon. Directors are elected by a plurality of all of the votes cast by holders of VPCC’s outstanding shares of common stock represented in person or by proxy at the Special Meeting and entitled to vote thereon.
Your vote is very important
. Whether or not you plan to attend the Special Meeting via live audio webcast, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Business Combination and the other transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal are approved at the Special Meeting. Each of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal are cross-conditioned on the approval of each other. The Governance Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposals.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting electronically, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote electronically at the Special Meeting, you may withdraw your proxy and vote electronically at the Special Meeting.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the Merger Agreement, proposed Business Combination and related
transactions and each of the proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. You can also visit the Company’s website, at https://www.victoryparkcapital.com/vih/vpc-impact-acquisition-holdings-iii-inc/ to access how to vote information. We do not intend for our website address to be an active link or to otherwise incorporate by reference the contents of the website into this proxy statement/prospectus. If you have any questions or need assistance voting your common stock, please contact VPCC’s proxy solicitor, Morrow Sodali LLC, at (800)
662-5200
(toll free) or banks and brokers can call collect at (203) 658-9400,
or by email to VPCC.info@investor.morrowsodali.com. Thank you for your participation. We look forward to your continued support.
| By Order of the VPCC Board, | ||
| | ||
| Gordon Watson Co-Chief Executive Officer | ||
TABLE OF CONTENTS
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F-1 |
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| ANNEXES |
||||
A-1 |
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B-1 |
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C-1 |
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D-1 |
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E-1 |
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F-1 |
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G-1 |
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H-1 |
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| I-1 | ||||
i
ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on ”) by VPC Impact Acquisition Holdings III, Inc. (“”) (File ”), with respect to the shares of (i) Class A common stock, par value $0.0001 per share and (ii) Class V common stock, par value $0.0001 per share, of VPCC to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “”), with respect to the Special Meeting of VPCC Stockholders (the “”) at which VPCC Stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.
Form S-4
filed with the Securities and Exchange Commission (the “SEC
VPCC
No. 333-260083),
constitutes a prospectus of VPCC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act
Exchange Act
Special Meeting
ADDITIONAL INFORMATION
No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by VPCC or Dave. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of VPCC or Dave since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.
ii
FREQUENTLY USED TERMS
In this proxy statement/prospectus, references to:
“” are to the aggregate consideration given to the Dave Stockholders (including holders of Dave Restricted Stock) and holders of vested Dave Options in connection with the Mergers, which will be paid in shares of newly issued Combined Company Class A Common Stock (or securities exercisable for Combined Company Class A Common Stock) and newly issued Combined Company Class V Common Stock having an aggregate implied value of $3,500,000,000 consisting of a number of shares of Combined Company Common Stock, with each deemed to have a value of $10.00 per share, equal to the Equity Value $10.00.
Aggregate Stock Consideration
divided by
“” are to the Merger Agreement and the transactions contemplated by the Merger Agreement, which include the Mergers and the other transactions contemplated thereby;
Business Combination
“” are to the consummation of the Business Combination;
Closing
“” are to the date the Closing takes place;
Closing Date
“” are to the U.S. Internal Revenue Code of 1986, as amended;
Code
“” are to VPCC following the Closing;
Combined Company
“” are to the amended and restated bylaws of the Combined Company that will be in effect as of the Closing;
Combined Company Amended and Restated Bylaws
“” are to Combined Company’s Class A common stock, par value $0.0001 per share;
Combined Company Class
A Common Stock
“” are to Combined Company’s Class V common stock, par value $0.0001 per share;
Combined Company Class
V Common Stock
“” are to Combined Company Class A Common Stock and Combined Company Class V Common Stock, as applicable;
Combined Company Common Stock
“” are to the Proposed Charter and the Combined Company Amended and Restated Bylaws;
Combined Company Governing Documents
“” are to Janet Kloppenburg, Peter Offenhauser and Kurt Summers;
Current Independent Directors
“” are to Dave Inc., a Delaware corporation;
Dave
“” are to (a) immediately prior to the Recapitalization, Dave Common Stock, Dave Preferred Stock and any vested Dave Restricted Stock and (b) immediately after the Recapitalization, Dave Common Stock and vested Dave Restricted Stock;
Dave Capital Stock
“” are to (a) immediately prior to the Recapitalization, Dave’s common stock, par value $0.000001 per share, and (b) immediately after the Recapitalization, Dave Class A Common Stock and Dave Class V Common Stock;
Dave Common Stock
“” are to the letter dated as of June 7, 2021 and delivered by Dave to VPCC pursuant to the Merger Agreement;
Dave Disclosure Letter
iii
“” are to Dave Stockholders, holders of Dave Options, holders of Dave
Dave Interest Holder
Non-Plan
Options and holders of Dave Warrants as of immediately prior to the Closing; “” are to compensatory options to purchase Dave Capital Stock granted outside of the terms and conditions of the Dave Stock Plans;
Dave
Non-Plan
Options“” are to options to purchase Dave Capital Stock pursuant to the Dave Stock Plans;
Dave Options
“” are to Dave’s Series A preferred stock, par value $0.000001 per share, Series
Dave Preferred Stock
B-1
preferred stock, par value $0.000001 per share, and Series B-2
preferred stock, par value $0.000001 per share, prior to the consummation of the Recapitalization; “” are to restricted shares of Dave Common Stock granted pursuant to the Dave Stock Plans or otherwise, which includes any shares of Dave Common Stock issued pursuant to early-exercised Dave Options and any shares of Dave Common Stock for which restrictions were subsequently imposed following their issuance that in each case, are subject to vesting based on the passage of time and/or the achievement of performance goals;
Dave Restricted Stock
“” are to the (i) the aggregate number of shares of Dave Capital Stock outstanding as of immediately prior to the Effective Time and following the consummation of the Recapitalization (including all shares of Dave Restricted Stock, whether vested or unvested); (ii) the aggregate number of shares of Dave Capital Stock that are issuable upon the exercise or settlement of all Dave Options and Dave (y) ten dollars ($10.00)); and (iii) the aggregate number of shares of Dave Capital Stock that are issuable upon the exercise or settlement of all Dave Warrants that are unexpired, issued, outstanding and vested as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Warrants are vested and exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Warrants equals the (x) Per Share Dave Stock Consideration (y) ten dollars ($10.00));
Dave Stock Adjusted Fully Diluted Shares
sum of
Non-Plan
Options that are unexpired, issued, outstanding and vested as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Options and Dave Non-Plan
Options are exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Options or Dave Non-Plan
Options equals (x) the Per Share Dave Stock Consideration multiplied by
multiplied by
“” are the holders of Dave Capital Stock as of immediately prior to the Closing;
Dave Stockholders
“” are to the 2017 Stock Plan of Dave, as amended, that was adopted in October 2017.
Dave Stock Plans
“” are to warrants that are convertible or exercisable into Dave Capital Stock;
Dave Warrants
“” are to the Delaware General Corporation Law;
DGCL
“” are to the time at which the First Merger becomes effective pursuant to the Merger Agreement;
Effective Time
“” are to the Securities Exchange Act of 1934, as amended;
Exchange Act
“” are to VPCC’s Amended and Restated Certificate of Incorporation;
Existing Charter
“” are to VPCC’s Bylaws;
Existing Bylaws
“” are to Bear Merger Company I Inc., a Delaware corporation and direct, wholly owned subsidiary of VPCC;
First Merger Sub
iv
“” are to the Sponsor and the Current Independent Directors, in each case solely in their capacity as holders of VPCC Class B Common Stock as of immediately prior to the Closing and the Founder Holder Class B Conversion;
Founder Holders
“” are to that certain Founder Holder Agreement, dated as of June 7, 2021, by and among VPCC, the Founder Holders, the other directors and officers of VPCC and Dave, a copy of which is attached hereto as
Founder Holder Agreement
Annex
E
; “” are to the conversion in connection with the Closing of all then-outstanding shares of VPCC Class B Common Stock on a basis into shares of VPCC Class A Common Stock in accordance with the terms and conditions of the Founder Holder Agreement and VPCC’s Existing Charter;
Founder Holder Class
B Conversion
one-for-one
“” are to up to 951,622 shares of VPCC Class A Common Stock (after giving effect to the Founder Holder Class B Conversion) that may be surrendered to VPCC immediately prior to the Closing and for no consideration in accordance with the terms of the Founder Holder Agreement;
Founder Holder Contingent Closing Shares
“” are to the 1,586,037 shares of VPCC Class A Common Stock (after giving effect to the Founder Holder Class B Conversion) owned by the Founder Holders that will become subject to potential forfeiture in accordance with the terms of the Merger Agreement and the Founder Holder Agreement;
Founder Holder Earnout Shares
“” are to the 6,344,150 shares of VPCC Class B Common Stock initially purchased by the Sponsor in a private placement prior to the IPO, and the shares of VPCC Class A Common Stock after giving effect to the Founder Holder Class B Conversion, of which 60,000 such shares, in the aggregate, were transferred to the Current Independent Directors on January 22, 2021 and 6,284,150 are currently held by the Sponsor;
Founder Shares
“” are to holders of VPCC’s Founder Shares prior to the IPO;
Initial Stockholders
“” are to that certain Investor Rights Agreement to be entered into by and among the Combined Company, the Founder Holders and certain Dave Stockholders, a form of which is attached hereto as
Investor Rights Agreement
Annex
H
; “” are to VPCC’s initial public offering of units, the base offering of which closed on March 9, 2021;
IPO
“” are to the Agreement and Plan of Merger, dated as of June 7, 2021, by and among VPCC, First Merger Sub, Second Merger Sub, and Dave, a copy of which is attached hereto as
Merger Agreement
Annex
A
; “” are to the mergers contemplated pursuant to the Merger Agreement, whereby First Merger Sub will merge with and into Dave, with Dave surviving the merger as a wholly owned subsidiary of VPCC, immediately followed by Dave merging with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Combined Company;
Mergers
“” are to the number of shares of Combined Company Common Stock equal to the Aggregate Stock Consideration divided by Dave Stock Adjusted Fully Diluted Shares.
Per Share Dave Stock Consideration
“” are to the issuance and sale of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors in a private placement that will close immediately prior to the Closing;
PIPE Investment
“” are to the qualified institutional buyers and accredited investors that have agreed to purchase shares of Combined Company Class A Common Stock in the PIPE Investment;
PIPE Investors
“” are to VPCC’s warrants to purchase one share of VPCC Class A Common Stock issued to the Sponsor in a private placement simultaneously with the closing of the IPO;
Private Placement Warrants
v
“” are to the proposed form of the Combined Company’s second amended and restated certificate of incorporation, a copy of which is attached to this proxy statement/prospectus as
Proposed Charter
Annex
B
; “” are to shares of VPCC Class A Common Stock sold as part of the units in the IPO (whether purchased in the IPO or thereafter in the open market);
Public Shares
“” are to the holders of VPCC’s Public Shares;
Public Stockholders
“” are to the warrants sold as part of the units in the IPO (whether purchased in the IPO or thereafter in the open market);
Public Warrants
“” are to the registration statement on
Registration Statement
Form S-4
(Registration No. 333-260083)
of which this proxy statement/prospectus forms a part; “” are to the Repurchase Agreement, dated as of June 7, 2021, by and among VPCC, Jason Wilk, Kyle Beilman and Dave wherein VPCC agreed to repurchase Combined Company Common Shares from Jason Wilk and Kyle Beilman at $10.00 per share, effective as of the Business Day following the effective time of the Second Merger;
Repurchase Agreement
“” are to the U.S. Securities and Exchange Commission;
SEC
“” are to Bear Merger Company II LLC, a Delaware limited liability company and direct, wholly owned subsidiary of VPCC;
Second Merger Sub
“” are to the Securities Act of 1933, as amended;
Securities Act
“” are to the meeting of the VPCC Stockholders to be held on [●], 2021;
Special Meeting
“” are to VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company, which is the sponsor of VPCC and an affiliate of certain of VPCC’s officers and directors;
Sponsor
“” are to those certain Subscription Agreements, dated as of June 7, 2021, by and among VPCC and the PIPE Investors, a form of which is attached hereto as
Subscription Agreements
Annex
G
; “” are to those certain Support Agreements, dated as of June 7, 2021, by and among VPCC, on the one hand, and each Written Consent Party, on the other hand, a form of which is attached hereto as
Support Agreements
Annex
F
; “” are to the Merger Agreement, the Subscription Agreements, the Support Agreements, the mutual
Transaction Agreements
non-disclosure
agreement between Dave and VPCC, the Proposed Charter, the Combined Company Amended and Restated Bylaws, the Founder Holder Agreement, the Investor Rights Agreement, the merger certificates, the Repurchase Agreement and all the agreements documents, instruments and certificates entered into in connection therewith and any and all exhibits and schedules thereto; “” are to the Merger Agreement, the transactions contemplated thereby and to the Business Combination;
Transactions
“” are to the trust account maintained and invested pursuant to the Trust Agreement for the benefit of VPCC, certain of its Public Stockholders and the underwriters of the IPO;
Trust Account
“” are to that certain Investment Management Trust Agreement, dated as of March 4, 2021, between VPCC and Continental Stock Transfer & Trust Company, as trustee;
Trust Agreement
vi
“” are to VPCC’s units sold in the IPO, each of which consists of one Public Share and
Units
one-fourth
of one Public Warrant; “” are to VPC Impact Acquisition Holdings III, Inc., a Delaware corporation, prior to the Closing;
VPCC
“” are to the board of directors of VPCC prior to the Closing;
VPCC Board
“” are to VPCC’s Class A common stock, par value $0.0001 per share, which following the Closing, will be Combined Company Class A Common Stock;
VPCC Class
A Common Stock
“” are to VPCC’s Class B common stock, par value $0.0001 per share;
VPCC Class
B Common Stock
“” are to VPCC Class A Common Stock and VPCC Class B Common Stock, collectively;
VPCC Common Stock
“” are to the letter dated as of June 7, 2021 and delivered by VPCC, First Merger Sub and Second Merger Sub to Dave pursuant to the Merger Agreement;
VPCC Disclosure Letter
“” are to VPC Investor Fund B II, LLC, VPC Onshore Specialty Finance Fund III, L.P. and 3 VPC Specialty Lending Investments Intermediate, L.P., each an affiliate of VPCC, which collectively will receive 452,041 shares of Class A Common Stock issuable upon the net settlement, immediately prior to Closing, of outstanding Dave Warrants held by VPC Specialty Lending Investments Intermediate, L.P.
VPCC Funds
“” are to the 452,041 shares of Class A Common Stock the VPCC Funds will collectively receive prior to Closing upon net settlement of outstanding Dave Warrants.
VPCC Funds Shares
“” are to the election of an eligible (as determined in accordance with VPCC’s governing documents) holder of shares of VPCC Class A Common Stock to redeem all or a portion of the shares of VPCC Class A Common Stock held by such holder at a
VPCC Share Redemption
per-share
price, payable in cash, equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing, including interest not previously released to VPCC to pay its taxes, by (b) the total number of then outstanding shares of VPCC Class A Common Stock; “” are to the stockholders of VPCC;
VPCC Stockholders
“” are to the Public Warrants and the Private Placement Warrants;
VPCC Warrants
“” are to the Existing Charter and Existing Bylaws of VPCC;
VPCC’s governing documents
“” are to that certain Warrant Agreement, dated as of March 4, 2021, between Continental Stock Transfer & Trust Company, as warrant agent, and VPCC;
Warrant Agreement
“” are to the Dave Stockholders (including Jason Wilk, the Chief Executive Officer and
Written Consent Party
Co-Founder
of Dave) collectively holding sufficient number, type and classes of Dave equity interests to obtain the Requisite Dave Stockholder Approval (as defined below); and “” are to the failure of a Written Consent Party (as defined herein) to deliver its Stockholder Written Consent (as defined herein) within two business days of the Registration Statement becoming effective.
Written Consent Failure
vii
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
VPCC and Dave own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable
®
, ™
and SM
symbols, but VPCC, Dave and third parties will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks. viii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding VPCC’s, Dave’s or their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. The words “may,” “will,” “anticipate,” “believe,” “expect,” “continue,” “could,” “estimate,” “future,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:
| • | VPCC’s ability to consummate the Business Combination; |
| • | the benefits of the Business Combination; |
| • | the Combined Company’s financial performance following the Business Combination; |
| • | the Combined Company’s strategy, future operations, projected capital resources and financial position, estimated revenues and losses, projected costs and capital expenditures, prospects and plans; |
| • | projections of market growth and size; |
| • | expansion plans and opportunities; and |
| • | the outcome of any known and unknown litigation and regulatory proceedings. |
These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
| • | the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement; |
| • | the outcome of any legal proceedings that may be instituted against VPCC or Dave following announcement of the proposed Business Combination and transactions contemplated thereby; |
| • | the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of VPCC or Dave or to satisfy other conditions to the Closing in the Merger Agreement; |
| • | the ability to obtain or maintain the listing of Combined Company Class A Common Stock on Nasdaq following the Business Combination; |
| • | the risk that the proposed Business Combination disrupts current plans and operations of Dave as a result of the announcement and consummation of the transactions described herein; |
| • | the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Dave to manage its growth following the Business Combination; |
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| • | the ability of the Combined Company to protect intellectual property and trade secrets; |
| • | changes in applicable laws or regulations and extensive and evolving government regulations that impact operations and business; |
| • | the ability to attract or maintain a qualified workforce; |
| • | level of product service failures that could lead Members to use competitors’ services; |
| • | investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings; |
| • | costs related to the Business Combination; |
| • | the effects of the COVID-19 pandemic on the Combined Company’s business; |
| • | the possibility that the Combined Company may be adversely affected by other economic, business, and/or competitive factors; and |
| • | other risks and uncertainties described in this proxy statement/prospectus, including those under the section titled “ Risk Factors |
x
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
The following questions and answers highlight selected information from this proxy statement/prospectus and briefly address certain questions that you may have regarding the Business Combination and the Special Meeting. We encourage you to carefully read this entire proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the financial statements and annexes attached hereto and other documents referred to herein.
Questions and Answers About the Special Meeting of VPCC Stockholders
and the Related Proposals
In light of the ongoing developments related to the
COVID-19
pandemic and to protect the health of VPCC stockholders and the community, the Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. Q: |
How do I attend a virtual meeting? |
| A: | As a registered stockholder of VPCC, along with this proxy statement/prospectus, you received a proxy card from Continental Stock Transfer & Trust Company, our transfer agent (“ Continental at 917-262-2373, |
You can
pre-register
to attend the virtual meeting starting on [●], 2021 (five business days prior to the meeting). Enter the following URL address into your browser (https://www.cstproxy.com/vpcc/2021), then enter your control number, name and email address. Once you pre-register,
you can vote or enter questions in the chat box. At the start of the Special Meeting, you will need to re-log
in using the same control number and, if you want to vote during the Special Meeting, you will be prompted to enter your control number again. Beneficial owners who own their investments through a bank or broker will need to contact Continental to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote, Continental can issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number, at the number or email address above. Please allow up to 72 hours prior to the Special Meeting for processing your control number.
If you do not have internet capabilities, you can listen to the Special Meeting by dialing [●] and when prompted enter the pin [●]. This phone line will be listen only, so you will not be able to vote or enter questions during the Special Meeting.
Q: |
Why am I receiving this proxy statement/prospectus? |
A: |
VPCC Stockholders are being asked to consider and vote upon, among other things, a proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Business Combination (such proposal, the “ Business Combination Proposal |
A copy of the Merger Agreement is attached to this proxy statement/prospectus as
Annex
A
. This proxy statement/prospectus and its annexes contain important information about the Merger Agreement, the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.
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Q: |
What is being voted on at the Special Meeting? |
A: |
Below are the proposals on which VPCC Stockholders will vote at the Special Meeting. |
Proposal No. 1—The Business Combination Proposal—To consider and vote upon a proposal to approve the Merger Agreement, by and among Dave, VPCC, First Merger Sub, and Second Merger Sub, pursuant to which First Merger Sub will merge with and into Dave (the “”), with Dave being the surviving corporation of the First Merger (the “”), and immediately following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “,” together with the First Merger, the “” and the Mergers together with the other transactions contemplated by the Merger Agreement, the “”), with Second Merger Sub being the surviving company of the Second Merger as a wholly owned subsidiary of VPCC (VPCC following such Mergers, hereinafter referred to as the “”). A copy of the Merger Agreement is attached as ”).
First Merger
Surviving Corporation
Second Merger
Mergers
Business Combination
Combined Company
Annex
A
to the proxy statement/prospectus (the “Business Combination Proposal
Proposal No. 2—The Charter Amendment Proposal—To consider and act upon a proposal to adopt the proposed Second Amended and Restated Certificate of Incorporation of the Company (the “”) attached as ”);
Proposed Charter
Annex
B
to this proxy statement/prospectus (the “Charter Amendment Proposal
The Governance Proposals—To consider and act upon, on a ”) requirements:
non-binding
advisory basis, seven separate governance proposals relating to the following material differences between VPCC’s Existing Charter and the Proposed Charter in accordance with the United States Securities and Exchange Commission (“SEC
Proposal No. 3A—To consider and vote upon an amendment to VPCC’s Existing Charter to increase the total number of authorized shares of all classes of capital stock from 221,000,000 shares to, following the automatic conversion of all VPCC Class B common stock, par value $0.0001 (the “”) into VPCC Class A common stock, par value $0.0001 (the “”) immediately prior to the Closing of the Business Combination, 610,000,000 shares, which would consist of (a) 500,000,000 shares of Class A common stock of the Combined Company, par value $0.0001(the “”), (b) 100,000,000 shares of Class V common stock of the Combined Company, par value $0.0001 (the “”) and (c) 10,000,000 shares of preferred stock of the Combined Company, par value $0.0001.
VPCC Class B Common Stock
VPCC Class A Common Stock
Combined Company Class A Common Stock
Combined Company Class V Common Stock
Proposal No. 3B—To consider and vote upon an amendment to VPCC’s Existing Charter to authorize a dual class common stock structure pursuant to which holders of Combined Company Class A Common Stock will be entitled to one vote per share and holders of Combined Company Class V Common Stock will be entitled to ten votes per share on each matter properly submitted to the Combined Company’s stockholders entitled to vote.
Proposal No. 3C—To consider and vote upon an amendment to VPCC’s Existing Charter to require, with respect to any vote to increase or decrease the number of authorized shares of any class or classes of stock (but not below the number of shares then outstanding), the affirmative vote of a majority of the holders of all of the then-outstanding shares of capital stock of the Combined Company entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law, and no vote of the holders of the Combined Company Class A Common Stock voting separately as a class shall be required therefor.
Proposal No. 3D—To consider and vote upon an amendment to VPCC’s Existing Charter to provide, subject to the special rights of the holders of any series of preferred stock of the Combined Company, that no director may be removed from the Combined Company board except for cause and only by the affirmative vote of the holders of at least
two-thirds
(2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors voting together as a single class; Proposal No. 3E—To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of either a majority of the total number of authorized directors whether or not there exist
2
any vacancies in previously authorized directorships (the “”) or the holders of at least , if
Whole Board
two-thirds
(2/3) of the voting power of all then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, for the adoption, amendment, or repeal of any provision of the bylaws (in addition to any vote of the holders of any class or series of stock of required by applicable law or by the Proposed Charter of the Combined Company); provided, however
that
two-thirds
(2/3) of the Whole Board has approved such adoption, amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws; Proposal No. 3F—To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of a majority of the board of directors and the holders of
two-thirds
(2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company for the adoption, amendment, or repeal of certain provisions of the Proposed Charter; provided that if two-thirds
(2/3) of the Whole Board has approved such amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Combined Company will be required for the amendment or repeal of such provision; Proposal No. 3G—To consider and vote upon an amendment to VPCC’s Existing Charter to clarify that the exclusive jurisdiction of the Chancery Court of the State of Delaware shall not apply to suits brought to enforce any duty or liability under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. To the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of claims arising under the Securities Act; and
Proposal No. 3H—To consider and vote upon an amendment to VPCC’s Existing Charter to authorize all other proposed changes, including, among others, those (i) resulting from the Business Combination, including changing the post-business combination corporate name from “VPC Impact Acquisition Holdings III, Inc.” to “Dave Inc.” and removing certain provisions relating to VPCC’s prior status as a blank check company and VPCC Class B Common Stock that will no longer apply upon the Closing, or (ii) that are administrative or clarifying in nature, including the deletion of language without substantive effect.
We refer to Proposals No. 3A through 3H collectively as the “.”
Governance Proposals
Proposal No. 4—The Director Election Proposal—a proposal to elect, assuming the Business Combination Proposal, the Charter Amendment Proposal and the NYSE Proposal are all approved and adopted, five directors to the Combined Company’s board of directors (the “”).
Director Election Proposal
Proposal No. 5—The 2021 Equity Incentive Plan Proposal—To approve and adopt the 2021 Equity Incentive Plan (the “”) and material terms thereunder (the “ ”). A copy of the 2021 Plan is attached to this proxy statement/prospectus as
2021 Plan
2021
Equity Incentive Plan Proposal
Annex
C
. Proposal No. 6—The Employee Stock Purchase Plan Proposal—To approve and adopt the 2021 Employee Stock Purchase Plan (the “”) and material terms thereunder (the “”). A copy of the Employee Stock Purchase Plan is attached to this proxy statement/prospectus as
Employee Stock Purchase Plan
Employee Stock Purchase Plan Proposal
Annex
D
. Proposal No. 7—The Share Issuance Proposal—a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for purposes of complying with applicable NYSE Listing Rules, the issuance of more than 20% of VPCC’s issued and outstanding common stock in connection with the Business Combination, the PIPE Investment and any other subscription agreements VPCC may enter into prior to Closing, and the related change in control (collectively, the “”).
Share Issuance Proposal
Proposal No. 8—The Repurchase Proposal—a proposal to approve the Repurchase Agreement, dated as of June 7, 2021, by and among VPCC, Jason Wilk, Kyle Beilman and Dave wherein VPCC agreed to
3
repurchase Combined Company Common Shares from Jason Wilk and Kyle Beilman at $10.00 per share, effective as of the Business Day following the effective time of the Second Merger (the “Repurchase Agreement”) and the transactions contemplated by the Repurchase Agreement (the “Repurchase Proposal”).
Proposal No. 9—The Adjournment Proposal—to consider and vote upon a proposal to approve the a proposal to consider and vote upon the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal (together the “”) would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “” and, together with the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal, the “”).
Condition Precedent Proposals
Adjournment Proposal
Proposals
Q: |
Are the Proposals conditioned on one another? |
A: |
Yes. The Closing is conditioned on the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal at the Special Meeting. Each of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal are cross-conditioned on the approval of each other. The Governance Proposals and the Adjournment Proposal are not conditioned on the approval of any of the other Proposals. |
Q: |
Why is VPCC providing stockholders with the opportunity to vote on the Business Combination? |
A: |
Under VPCC’s Existing Charter, VPCC must provide all holders of Public Shares with the opportunity to redeem their Public Shares upon the consummation of an initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, VPCC has elected to provide its Public Stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, VPCC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its Public Stockholders to effectuate their VPCC Share Redemptions in connection with the Closing. The approval of VPCC Stockholders of the Business Combination Proposal is also a condition to the Closing in the Merger Agreement. |
Q: |
What will happen in the Business Combination? |
A: |
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, VPCC will acquire Dave in a series of transactions we collectively refer to as the “ Business Combination |
A copy of the Merger Agreement is attached to this proxy statement/prospectus as .”
Annex
A
. For more information about the Merger Agreement and the Business Combination, see the section titled “The Business Combination and the Merger Agreement
4
Q: |
What conditions must be satisfied to complete the Business Combination? |
A: |
There are a number of closing conditions in the Merger Agreement, including the approval by VPCC Stockholders of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal. For a summary of the conditions that must be satisfied or waived prior to the Closing, see the section titled “ The Business Combination and the Merger Agreement—The Merger Agreement—Conditions to the Completion of the Mergers |
Q: |
How will VPCC be managed and governed following the Business Combination? |
Following the Closing, it is expected that the current senior management of Dave will comprise the senior management of the Combined Company, and, assuming the election of the nominees at the Special Meeting as set forth in the Director Election Proposal, the Combined Company’s board of directors will consist of Jason Wilk, Dan Preston, Charles “Skip” Paul, Andrea Mitchell and Brendan Carroll. Please see the section titled “.”
Management After the Business Combination
Q: |
What equity stake will current VPCC Public Stockholders, the PIPE Investors, the Initial Stockholders and Dave Stockholders hold in VPCC following the consummation of the Transactions? |
A: |
It is anticipated that, upon completion of the Transactions, assuming no VPCC Share Redemptions (which we refer to as the “ no redemption scenario |
| Beneficial Owners |
Ownership Percentage |
|||
| VPCC’s existing Public Stockholders (collectively, but excluding any shares issued to such persons in connection with the PIPE Investment) |
6.5% | |||
| Initial Stockholders (excluding the VPCC Funds Shares) |
1.6% | |||
| Dave Interest Holders |
86.5% | |||
| PIPE Investors (collectively, but excluding any Public Shares held by such persons) |
5.4% | |||
Alternatively, it is anticipated that, upon completion of the Transactions, assuming no VPCC Share Redemptions in excess of the amount required to satisfy the minimum cash condition set forth in the Merger Agreement (which we refer to as the “”) and subject to the assumptions set forth below, the concentration of ownership of the issued and outstanding capital stock of the Combined Company will be as follows:
maximum redemption scenario
| Beneficial Owners |
Ownership Percentage |
|||
| VPCC’s existing Public Stockholders (collectively, but excluding any shares issued to such persons in connection with the PIPE Investment) |
0% | |||
| Initial Stockholders |
1.5% | |||
| Dave Interest Holders |
92.8% | |||
| PIPE Investors (collectively, but excluding any Public Shares held by such persons) |
5.7% | |||
The foregoing illustrative ownership percentages of the Combined Company (a) include the 1,586,037 shares of VPCC Class A Common Stock representing the Founder Holder Earnout Shares and (b) assume (1) (x) in the case of the no redemption scenario, no Public Shares are elected to be redeemed by Public Stockholders and (y) in the case of the maximum redemption scenario, all Public Shares are elected to be redeemed by Public Stockholders, (2) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors in the PIPE Investment, for aggregate gross proceeds of $210,000,000, (3) the consummation of the transactions contemplated by the Founder Holder Agreement, on the basis of the assumptions set forth in clause (b) hereof with respect to the PIPE Investment and VPCC Share
5
Redemptions resulting in the surrender (x) in the case of the no redemption scenario, of no shares of VPCC Class A Common Stock and (y) in the case of the maximum redemption scenario, of 951,622 shares of VPCC Class A Common Stock, (4) that immediately after the Closing, the total number of shares of Combined Company Class A Common Stock outstanding will be equal to (x) in the case of the no redemption scenario, approximately 320,625,439 and (y) in the case of the maximum redemption scenario, approximately 294,297,219 and (5) the consummation of the transactions contemplated by the Repurchase Agreement, on the basis of the assumptions set forth in clause (b) hereof with respect to the VPCC Share Redemptions, resulting in the repurchase (x) in the case of the no redemption scenario, of 6,000,000 shares of Combined Company Common Stock pursuant to the Repurchase Agreement immediately following the Closing and (y) in the case of the maximum redemption scenario, of no shares of Combined Company Class A Common Stock pursuant to the Repurchase Agreement.
Please see the sections titled “” “ ” and “” for further information.
Summary of the Proxy Statement/Prospectus—Ownership after the Closing; Impact of the Business Combination on the Combined Company’s Public Float,
Unaudited Pro Forma
Condensed Combined Financial Information
Security Ownership of Certain Beneficial Owners and Management
Q: |
Why is VPCC proposing the Charter Amendment Proposal? |
A: |
The Proposed Charter that VPCC is asking its stockholders to approve in connection with the Business Combination provides for, among other things, certain amendments to VPCC’s Existing Charter. Pursuant to Delaware law and the Merger Agreement, we are required to submit the Charter Amendment Proposal to the VPCC Stockholders for adoption. See the section titled “ Proposal No. 2—The Charter Amendment Proposal |
Q: |
Why is VPCC proposing the Governance Proposals? |
A: |
As required by applicable SEC guidance, VPCC is requesting that its stockholders vote upon, on a non-binding advisory basis, eight separate proposals to approve certain governance provisions contained in the Proposed Charter that materially affect stockholder rights. This separate vote on the Governance Proposals is not otherwise required by Delaware law, but pursuant to SEC guidance, VPCC is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding the Governance Proposals is an advisory vote, and is not binding on VPCC or the VPCC Board, in contrast to the vote on the Charter Amendment Proposal, which will be binding on VPCC and the VPCC Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposals. |
See the section titled “” for additional information.
Proposals No. 3A through 3H—The Governance Proposals
Q: |
Why is VPCC proposing the Director Election Proposal? |
A: |
VPCC is proposing the Director Election Proposal because the election of Jason Wilk, Brendan Carroll, Charles “Skip” Paul, Andrea Mitchell and Dan Preston to the Combined Company’s board of directors is a condition to the Closing in the Merger Agreement. Proposal No. 4—The Director Election Proposa l |
Q: |
Why is VPCC proposing the 2021 Equity Incentive Plan Proposal? |
A: |
VPCC is proposing the 2021 Equity Incentive Plan Proposal because the adoption of the 2021 Plan is a condition to the Closing in the Merger Agreement. Proposal No. 5—The 2021 Equity Incentive Plan Proposa l |
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Q: |
Why is VPCC proposing the Employee Stock Purchase Plan Proposal? |
A: |
VPCC is proposing the Employee Stock Purchase Plan Proposal because the adoption of the Employee Stock Purchase Plan is a condition to the Closing in the Merger Agreement. Proposal No. 6—The Employee Stock Purchase Plan Proposa l |
Q: |
Why is VPCC proposing the Share Issuance Proposal? |
A: |
VPCC is proposing the Share Issuance Proposal in order to comply with NYSE listing rules, which require stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Transactions, VPCC intends to issue (subject to customary terms and conditions, including the Closing) (i) approximately 343,445,531 shares of Combined Company Common Stock in the Business Combination in both the no redemption and maximum redemption scenarios (6,000,000 of which would immediately be repurchased by VPCC in the no redemption scenario pursuant to the Repurchase Agreement) (which amount does not include the shares underlying the Rollover Options) and (ii) 21,000,000 shares of Combined Company Class A Common Stock in the PIPE Investment, plus any additional shares pursuant to subscription agreements VPCC may enter into prior to Closing. Because VPCC will issue 20% or more of its outstanding voting power and outstanding common stock in connection with the Transactions, it is required to obtain stockholder approval of such issuances pursuant to NYSE listing rules. Stockholder approval of the Share Issuance Proposal is also a condition to the Closing in the Merger Agreement. See the section titled “ Proposal No. 7 —The Share Issuance Proposal |
Q: |
Why is VPCC proposing the Repurchase Proposal? |
A: |
VPCC is proposing the Repurchase Proposal because the approval of the Repurchase is a condition to the Closing in the Merger Agreement. Proposal No. 8—The Repurchase Proposa l |
Q: |
What happens if I sell my shares of VPCC Class A Common Stock before the Special Meeting? |
A: |
The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of VPCC Class A Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of VPCC Class A Common Stock because you will no longer be able to deliver them for cancellation upon the Closing in accordance with the provisions described herein. If you transfer your shares of VPCC Class A Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata |
Q: |
What vote is required to approve the Proposals presented at the Special Meeting? |
A: |
Approval of each of the Business Combination Proposal, the Governance Proposals (on an advisory basis), the Share Issuance Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Repurchase Proposal and the Adjournment Proposal, requires the affirmative vote (in person or by proxy) of the holders of the majority of the outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class. Approval of the Charter Amendment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class. Directors are elected by a plurality of the votes cast by holders of the outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock represented in person or by proxy at the Special Meeting and entitled to vote thereon. This means that the five director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. |
7
Q: |
May our Sponsor, directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination? |
A: |
In connection with the stockholder vote to approve the proposed Business Combination, our Sponsor, directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata non-public information not disclosed to the other VPCC Stockholders. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata |
Q: |
How many votes do I have at the Special Meeting? |
A: |
VPCC Stockholders are entitled to one vote at the Special Meeting for each share of VPCC Class A Common Stock or VPCC Class B Common Stock held of record as of November 12, 2021, the record date for the Special Meeting. As of the close of business on the record date, there were a combined 31,720,748 outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock. |
Q: |
What constitutes a quorum at the Special Meeting? |
A: |
Holders of a majority in voting power of VPCC Class A Common Stock and VPCC Class B Common Stock issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the record date for the Special Meeting, 31,720,748 shares of VPCC Class A Common Stock and VPCC Class B Common Stock, in the aggregate, would be required to achieve a quorum. |
Q: |
How will VPCC’s Sponsor, directors and officers vote? |
A: |
In connection with our IPO, we entered into an agreement with our Sponsor and each of VPCC’s directors and officers, pursuant to which each agreed to vote any shares of VPCC Class A Common Stock and VPCC Class B Common Stock owned by them in favor of the Business Combination Proposal. Concurrently with the execution of the Merger Agreement, Dave, VPCC, the Sponsor, the Current Independent Directors, and the other directors and officers of VPCC entered into the Founder Holder Agreement pursuant to which, among other things, the Sponsor and the Current Independent Directors, in their capacity as holders of VPCC Class B Common Stock and/or VPCC Class A Common Stock, agreed to support the transactions contemplated by the Merger Agreement, including agreeing to vote in favor of the adoption of the Merger Agreement at the Special Meeting. Currently, our Sponsor and the Current Independent Directors collectively own approximately 20.0% of our issued and outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock, in the aggregate, including all of the Founder Shares. |
Q: |
What interests do the current officers and directors have in the Business Combination? |
A: |
In considering the recommendation of the VPCC Board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and certain of |
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| VPCC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. These interests include the following, among others: |
| • | If we do not consummate a business combination by March 9, 2023 (or if such date is extended at a duly called meeting of the VPCC Stockholders, such later date), we would: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten(10) business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as VPCC Stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining VPCC Stockholders and the VPCC Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,284,150 shares of VPCC Class B Common Stock owned by our Sponsor and the 60,000 shares of VPCC Class B Common Stock owned by the Current Independent Directors would be worthless because following the redemption of the Public Shares, we would likely have few, if any, net assets and because the Sponsor and each of VPCC’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 5,100,214 Private Placement Warrants that the Sponsor paid $7,650,321 for will expire worthless. All of VPCC’s officers and directors have a direct or indirect economic interest in such shares. The 6,344,150 shares of Combined Company Class A Common Stock that the Initial Stockholders and their permitted transferees will hold following the Business Combination (assuming the no redemption scenario), if unrestricted and freely tradable, would have had aggregate market value of approximately $63,441,500.00 based upon the closing price of $10.00 per share of VPCC Class A Common Stock on the NYSE on November 23, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Given such shares of Combined Company Class A Common Stock will be subject to certain restrictions, we believe such shares have less value. The 5,100,214 Private Placement Warrants that the Sponsor will hold following the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $8,313,348.82 based upon the closing price of $1.63 per warrant on the NYSE on November 23, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. |
| • | The VPCC Funds Existing Financing Agreement |
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| • | The VPCC Funds hold Dave Warrants that represent the right to purchase approximately 1.0% of the fully diluted equity of Dave, in the aggregate if all such Dave Warrants vest. Such Dave Warrants vest in increments equal to approximately 0.2% of the fully diluted equity of Dave for each $10 million funded by such VPCC Funds to Dave under the Existing Financing Agreement, with all such Dave Warrants vesting at such time as $50 million has been funded by such VPCC Funds under the Existing Financing Agreement. Once vested, the Dave Warrants may be exercised at any time prior to the earlier of (x) the fifth anniversary of the occurrence of Dave’s next equity financing in which Dave issues and sells shares of capital stock or securities yielding total equity proceeds to Dave of not less than $40 million (a “ qualified financing event liquidity event |
| • | Our Sponsor and the Current Independent Directors have agreed not to redeem any of the Founder Shares or shares of VPCC Class A Common Stock held by them in connection with a stockholder vote to approve the Business Combination. |
| • | Our Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, which, if unrestricted and freely tradable would be valued at approximately $63,441,500.00, based on the closing price of the VPCC Class A Common Stock on November 23, 2021 (assuming the no redemption scenario). |
| • | If the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account. |
| • | the continuation of Brendan Carroll, one of our existing directors, as a director of the Combined Company following the Closing. |
| • | Our officers were not permitted to become a director or officer of any other blank check company until we entered into a definitive agreement regarding an initial business combination. |
| • | Our Sponsor and the Current Independent Directors will lose their entire investment in us if an initial business combination is not completed. |
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| • | Our Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. |
| • | Our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination. |
| • | We will enter into the Investor Rights Agreement with our Sponsor and certain existing holder(s) of our capital stock (including the Founder Holders) and certain Dave Stockholders, which provides for registration rights to such parties. |
| • | In connection with the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to VPCC and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans. |
| • | Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by VPCC from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Such reimbursable out-of-pocket expenses, if any, are not expected to be material. |
VPCC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. For more information, see the section titled “.”
The Business Combination and the Merger Agreement—Interests of Certain VPCC Persons in the Business Combination
Q: |
What happens if I vote against the Business Combination Proposal? |
A: |
Under VPCC’s Existing Charter, if the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by March 9, 2023, we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our Public Stockholders. |
Q: |
Do I have redemption rights? |
A: |
If you are a holder of Public Shares, you may elect to have your Public Shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the Closing, including interest not previously released to VPCC to pay its taxes, by (b) the total number of then outstanding Public Shares; provided that VPCC will not redeem any Public Shares to the extent that such redemption would result in VPCC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being less than $5,000,001. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the transfer agent in order to validly redeem its shares. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Public Shares (the “15% threshold |
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| waive their redemption rights with respect to any shares of VPCC’s capital stock they may hold in connection with the Closing, and the Founder Shares will be excluded from the pro rata pro rata |
Q: |
Will how I vote affect my ability to exercise redemption rights? |
A: |
No. You may exercise your redemption rights whether you vote your shares of VPCC Class A Common Stock for or against or abstain from voting on the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by stockholders who will redeem their shares and no longer remain stockholders. |
Q: |
How do I exercise my redemption rights? |
A: |
In order to exercise your redemption rights, you must (i) if you hold your shares of VPCC Class A Common Stock through units, elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares, (ii) check the box on the enclosed proxy card marked “Stockholder Certification,” (iii) identify yourself in writing as a beneficial holder and provide your legal name, phone number and address to the transfer agent and (iv) prior to 5:00 p.m., Eastern Time, on [●], 2021 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address: |
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30
th
Floor New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder with respect to shares of VPCC Class A Common Stock or VPCC Class B Common Stock. Notwithstanding the foregoing, a Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 15% threshold. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and time to effect delivery. It is VPCC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, VPCC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
Holders of outstanding units of VPCC must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.
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If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using The Depository Trust Company’s (“”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
DTC
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your Public Shares for redemption to Continental and decide within the required timeframe not to exercise your redemption rights, you may request that Continental return the Public Shares (physically or electronically). You may make such request by contacting Continental at the phone number or address listed under the question “Who can help answer my questions?” below.
Q: |
What are the U.S. federal income tax consequences of exercising my redemption rights? |
A: |
We expect that a U.S. holder (as defined below) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that a U.S. holder owns or is deemed to own (including through the ownership of Public Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “ Material United States Federal Income Tax Considerations |
TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
Q: |
What are the U.S. federal income tax consequences of the Mergers to holders of VPCC Class A Common Stock? |
A: |
The holders of VPCC Class A Common Stock will incur no U.S. federal income tax consequences as a result of the Mergers. |
Q: |
What are the material U.S. federal income tax consequences of the Mergers to holders of Dave Capital Stock that are United States Persons? |
A: |
Dave and VPCC intend for the Mergers to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming that the Mergers qualify as a reorganization, a holder of Dave Capital Stock that is a United States Person that receives Combined Company Class A Common Stock or Combined Company Class V Common Stock in exchange for its Dave Class A Common Stock or Dave Class V Common Stock in the Mergers generally will not recognize gain or loss for U.S. federal income tax purposes. However, there are many requirements that must be satisfied in order for the Mergers to qualify as a reorganization, some of which are based upon factual determinations. Neither Dave nor VPCC has requested or received a ruling from the IRS or requested a closing tax opinion of counsel that the Mergers will qualify as a reorganization. If it is determined that the Mergers are not treated as a reorganization within the meaning of Section 368(a) of the code, the exchange of Dave Common Stock for Combined Company Class A Common Stock or Combined Company Class V Common Stock in the Mergers will be a fully taxable transaction. For a summary of the material U.S. federal income tax considerations of the Mergers to |
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| holders of Dave Capital Stock that are United States Persons, see the section titled “Material United States Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations of the Mergers to Holders of Dave Capital Stock that are United States Persons.” |
Q: |
If I am a warrant holder, can I exercise redemption rights with respect to my warrants? |
A: |
No. The holders of our warrants have no redemption rights with respect to our warrants. |
Q: |
Do I have appraisal rights if I object to the proposed Business Combination? |
A: |
No. There are no appraisal rights available to holders of VPCC Class A Common Stock or VPCC Class B Common Stock in connection with the Business Combination. |
Q: |
What happens to the funds deposited in the Trust Account after the Closing? |
A: |
If the Business Combination Proposal is approved, VPCC intends to use a portion of the funds held in the Trust Account (i) to pay to Public Stockholders who have properly elected to have their VPCC Class A Common Stock redeemed for cash in accordance with the provisions of VPCC’s governing documents; (ii) for income tax or other tax obligations of VPCC prior to Closing; (iii) to pay to the underwriters of the initial public offering of VPCC with respect to any deferred underwriting compensation, (iv) for any unpaid VPCC or Dave transaction costs; and (v) for repayment of loans and reimbursement of expenses to directors, officers and stockholders of VPCC. The remaining balance in the Trust Account, together with proceeds received from the PIPE Investment and any proceeds received from the sale of additional shares pursuant to subscription agreements that VPCC may enter into prior to Closing that are not used to satisfy VPCC’s obligations in connection with the Business Combination, will be used by the Combined Company for working capital purposes. See the section titled “ The Business Combination and the Merger Agreement |
Q: |
What happens if the Business Combination is not consummated or is terminated? |
A: |
There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “ The Business Combination and the Merger Agreement—The Merger Agreement—Termination |
VPCC expects that the amount of any distribution its Public Stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to VPCC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. As set forth in the Founder Holder Agreement, the Initial Stockholders have waived any right to any liquidating distributions with respect to the Founder Shares to which they would otherwise be entitled pursuant to the terms of Section 4.3(b)(ii) of VPCC’s Existing Charter.
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In the event of liquidation, there will be no distribution with respect to the outstanding VPCC Warrants. Accordingly, the VPCC Warrants will expire worthless.
Q: |
When is the Business Combination expected to be consummated? |
A: |
It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting; provided that all the requisite stockholder approvals are obtained and other conditions to the Closing have been satisfied or waived. For a description of the conditions for the Closing, see the section titled “ The Business Combination and the Merger Agreement—The Merger Agreement—Conditions to the Completion of the Mergers. |
Q: |
What do I need to do now? |
A: |
You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including “ Risk Factors |
Q: |
How do I vote? |
A: |
If you were a holder of record of VPCC Class A Common Stock or VPCC Class B Common Stock on November 12, 2021, the record date for the Special Meeting, you may vote with respect to the proposals in person at the Special Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee. |
Q: |
What will happen if I abstain from voting or fail to vote at the Special Meeting? |
A: |
At the Special Meeting, VPCC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, assuming a valid quorum is otherwise established, failure to vote or an abstention will have no effect on the Business Combination Proposal, the Governance Proposals, the Share Issuance Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Repurchase Proposal and the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter Amendment Proposal. |
Q: |
What will happen if I sign and submit my proxy card without indicating how I wish to vote? |
A: |
Signed and dated proxies received by VPCC without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. |
Q: |
If I am not going to attend the Special Meeting in person, should I submit my proxy card instead? |
A: |
Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
Q: |
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A: |
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to |
15
| vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. VPCC believes that each of the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. |
Q: |
May I change my vote after I have submitted my executed proxy card? |
A: |
Yes. You may change your vote by sending a later-dated, signed proxy card to VPCC’s secretary at the address listed below so that it is received by VPCC’s secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to VPCC’s secretary, which must be received prior to the Special Meeting. |
Q: |
What should I do if I receive more than one set of voting materials? |
A: |
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
Q: |
Who can help answer my questions? |
A: |
If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact: |
VPC Impact Acquisition Holdings III, Inc.
Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, Illinois 60606
(312)
701-1777
Attn: Scott R. Zemnick
You may also contact our proxy solicitor at:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Tel: (800)
662-5200
(Banks and brokers can call collect at (203) 658-9400)
Email: VPCC.info@investor.morrowsodali.com
To obtain timely delivery, our stockholders must request the materials no later than five (5) business days prior to the Special Meeting.
You may also obtain additional information about VPCC from documents filed with the United States Securities and Exchange Commission (the “”) by following the instructions in the section titled “”
SEC
Where You Can Find More Information.
If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent at least two business days prior to the scheduled date of the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30
th
Floor New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
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Q: |
Who will solicit and pay the cost of soliciting proxies? |
A: |
VPCC will pay the cost of soliciting proxies for the Special Meeting. VPCC has engaged Morrow Sodali LLC (“ Morrow out-of-pocket |
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents referred to herein before you decide how to vote. Each item in this summary includes a page or section reference directing you to a more complete description of that item.
Unless otherwise specified, all share calculations in relation to the Merger Agreement, (a) include the 1,586,037 shares of VPCC Class A Common Stock representing the Founder Holder Earnout Shares and (b) assume (1) no Public Shares are elected to be redeemed by Public Stockholders (referred to herein as the “no redemption scenario”), (2) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors in the PIPE Investment, for aggregate gross proceeds of $210,000,000, and (3) the consummation of the transactions contemplated by the Founder Holder Agreement, on the basis of the assumptions set forth in clause (b) hereof with respect to the PIPE Investment and VPCC Share Redemptions as of the Closing, resulting in the surrender of no shares of VPCC Class A Common Stock.
Parties to the Business Combination
VPC Impact Acquisition Holdings III, Inc.
VPCC is a blank check company incorporated on January 14, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
VPCC’s securities are traded on the NYSE under the ticker symbols “VPCC,” “VPCC.U” and “VPCC WS.” The Combined Company intends to apply to list the Combined Company Class A Common Stock and public warrants on Nasdaq under the symbols “DAVE” and “DAVEW” upon the Closing.
The mailing address of VPCC’s principal executive office is 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606. The phone number of VPCC is (312)
701-1777.
Upon the Closing, the mailing address of the Combined Company’s principal executive offices will be 1265 South Cochran Avenue, Los Angeles, California 90019.
First Merger Sub
First Merger Sub, a Delaware corporation, is a direct, wholly owned subsidiary of VPCC, incorporated by VPCC on May 27, 2021 to consummate the Business Combination. In the Business Combination, First Merger Sub will merge with and into Dave, with Dave continuing as the surviving corporation. First Merger Sub does not own any material assets or operate any business.
The mailing address of First Merger Sub’s principal executive office is 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606. The phone number of First Merger Sub is (312)
701-1777.
Second Merger Sub
Second Merger Sub, a Delaware limited liability company, is a direct wholly owned subsidiary of VPCC, formed by VPCC on May 27, 2021 to consummate the Business Combination. In the Business Combination, Dave will merge with and into Second Merger Sub, with Second Merger Sub continuing as the surviving company. Second Merger Sub does not own any material assets or operate any business.
The mailing address of Second Merger Sub’s principal executive office is 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606. The phone number of Second Merger Sub is (312)
701-1777.
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Dave Inc.
Dave, a Delaware corporation, offers a suite of innovative financial products aimed at helping its Members improve their financial health. Dave’s products include (i) a budgeting tool to helps Members manage their upcoming bills to avoid overspending, (ii) cash advances through its flagship 0% interest ExtraCash product to help Members avoid punitive overdraft fees, (iii) a Side Hustle product, where Dave helps connect Members with supplemental work opportunities, and (iv) Dave Banking, a modern checking account experience with valuable tools for building long-term financial health. Dave has a limited operating history and since inception, it has experienced net losses and contemplates that it may incur losses again in the future. Accumulated deficit for the nine months ended September 30, 2021 was approximately $17.7 million and accumulated deficit for the year ended December 31, 2020 was approximately $12.9 million.
For more information about Dave, please see the sections titled “,” “” and “.”
Information About Dave
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Dave
Management After the Business Combination
The Business Combination and the Merger Agreement
On June 7, 2021, VPCC entered into the Merger Agreement, by and among VPCC, First Merger Sub, Second Merger Sub and Dave, pursuant to which, among other things: (a) First Merger Sub will merge with and into Dave, with Dave being the surviving corporation of the First Merger and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, Dave will merge with and into Second Merger Sub, with Second Merger Sub being the surviving company of the Second Merger.
For more information about the transactions contemplated by the Merger Agreement, please see the section titled “
The Business Combination and the Merger Agreement
.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as
Annex
A
.
The following diagrams illustrate in simplified terms the current structure of VPCC and Dave and the expected structure of the Combined Company upon the Closing.
Simplified
Pre-Combination
Structure VPCC
Pre-Combination
Structure 
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Dave
Pre-Combination
Structure 
Simplified Post-Combination Structure (no redemption scenario)
Simplified Post-Combination Structure (max redemption scenario)
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Recapitalization
Prior to the Closing, Dave will cause (the following transactions collectively referred to in this proxy statement/prospectus as the “”):
Recapitalization
| • | each share of Dave Preferred Stock that is issued and outstanding immediately prior to the Effective Time to automatically convert into a number of shares of Dave Common Stock, at their respective conversion ratio; |
| • | a dual-class Dave Common Stock structure to be implemented consisting of (x) Class A common stock, par value $0.00001 per share, with respect to which each holder thereof has one (1) vote per share on each matter subject to the vote of the Dave Stockholders, and (y) Class V common stock, par value $0.00001 per share, with respect to which each holder thereof has ten (10) votes per share on each matter subject to the vote of the Dave Stockholders; |
| • | each authorized share of the Dave Common Stock to automatically convert, effective as of the Recapitalization, into a share of Dave Class A Common Stock; and |
| • | immediately thereafter, each share of Dave Class A Common Stock held by Jason Wilk, the Chief Executive Officer and Co-Founder of Dave, as of immediately prior to the consummation of the Recapitalization to be exchanged or converted into one (1) share of Dave Class V Common Stock. For more information about the consideration to the holders of Dave equity interests (and convertible securities), please see the section titled “The Business Combination and the Merger Agreement —The Merger Agreement —Recapitalization |
Merger Consideration
The Dave Stockholders (including holders of Dave Restricted Stock) and holders of vested Dave Options will receive aggregate merger consideration with an implied value of $3,500,000,000 (the “”), consisting of a number of shares of Combined Company Common Stock, with each deemed to have a value of $10.00 per share, equal to the Equity Value $10.00 (such aggregate merger consideration, the “”).
Equity Value
divided by
Aggregate Stock Consideration
Pursuant to the Merger Agreement, at the Effective Time (and following the Recapitalization), (a) each share of Dave Class A Common Stock held by the Dave Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly issued Class A common stock of the Combined Company, par value $0.0001 (“”), equal to an exchange ratio (the “”) determined by dividing the Aggregate Stock Consideration by the sum of (without duplication): (i) the aggregate number of shares of Dave Stock outstanding as of immediately prior to the Effective Time and following the consummation of the Recapitalization (including all shares of Dave Restricted Stock, whether vested or unvested); (ii) the aggregate number of shares of Dave Stock that are issuable upon the exercise or settlement of all Dave Options and Dave ”) and (b) each share of Dave Class V Common Stock held by the Dave Stockholders will be cancelled and
Combined Company Class
A Common Stock
Per Share Dave Stock Consideration
Non-Plan
Options (in each case, as defined below) that are unexpired, issued, outstanding and vested as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Options and Dave Non-Plan
Options are exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Options or Dave Non-Plan
Options equals (x) the Per Share Dave Stock Consideration multiplied by (y) ten dollars ($10.00)); and (iii) the aggregate number of shares of Dave Stock that are issuable upon the exercise or settlement of all Dave Warrants that are unexpired, issued, outstanding and vested as of immediately prior to the Effective Time (assuming, for purposes of this calculation, that all such Dave Warrants are vested and exercised on a net exercise basis based on the assumption, solely for purposes of this calculation, that the fair market value of each share underlying such Dave Warrants equals the (x) Per Share Dave Stock Consideration multiplied by (y) ten dollars ($10.00)) (the “Dave Stock Adjusted Fully Diluted Shares
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automatically converted into the right to receive a number of shares of newly authorized and issued Class V common stock of the Combined Company, par value $0.0001 (“” and together with the Combined Company Class A Common Stock, “”), equal to the Per Share Dave Stock Consideration.
Combined Company Class
V Common Stock
Combined Company Common Stock
Each option to purchase shares of capital stock of Dave (“”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) (other than certain options to purchase shares of capital stock of Dave granted outside of the terms and conditions of Dave’s stock plans (“”)) will be automatically assumed by VPCC and converted into an option to acquire an adjusted number of shares of Combined Company Class A Common Stock (pursuant to a ratio based on the Per Share Dave Stock Consideration) (each such resulting option, a “”) at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Dave Option, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Options. The shares of Dave Common Stock issuable upon the exercise of Dave Options that are outstanding, unexercised and unvested immediately prior to the Effective Time (such options, the “”) are not included in the calculation of the “ ” for purposes of the calculation of the Per Share Dave Stock Consideration, and the shares of Combined Company Class A Common Stock issuable upon the exercise of Rollover Options representing at the Effective Time Unvested Dave Options (such shares, “”) are not considered a part of the Aggregate Stock Consideration. The Unvested Rollover Option Shares will reduce the shares of Combined Company Class A Common Stock initially available for issuance under the new equity incentive plan that VPCC will adopt as of the Closing.
Dave Option
Dave
Non-Plan
OptionsRollover Option
Unvested Dave Options
Dave Stock Adjusted Fully Diluted
Shares
Unvested Rollover Option Shares
Each Dave
Non-Plan
Option that is outstanding and unexercised immediately prior to the Effective Time will be automatically cancelled for no consideration. Each award of Dave Restricted Stock that is outstanding and unvested immediately prior to the Effective Time will be automatically assumed by VPCC and converted into an award of restricted stock with respect to an adjusted number of shares of Combined Company Class A Common Stock (pursuant to a ratio based on the Per Share Dave Stock Consideration) (the “”) and will continue to be governed by substantially the same terms and conditions (including vesting terms) as were applicable to the corresponding former Dave Restricted Stock, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Restricted Stock.
Rollover Restricted Stock
Each warrant to purchase shares of capital stock of Dave (“”) that is outstanding and unexercised immediately prior to the Effective Time will be automatically terminated in accordance with the terms of the applicable Dave Warrant and be of no further force or effect as of the Effective Time.
Dave Warrants
In addition, pursuant to Subscription Agreements that VPCC entered into with certain investors substantially concurrently with the execution of the Merger Agreement, immediately prior to the consummation of the Mergers, such investors will purchase an aggregate of 21,000,000 shares of Combined Company Class A Common Stock for $10.00 per share. On August 17, 2021, one of the PIPE Investors entered into an amendment to the Subscription Agreement to allow the PIPE Investor to pre-fund its $15,000,000 obligation under the Subscription Agreement in exchange for a promissory note in the principal amount of $15,000,000 convertible into 1,500,000 shares of Combined Company Class A Common Stock at Closing.
It is anticipated that following the Closing: (a) the Public Stockholders are expected to own approximately 6.5% of the outstanding Combined Company Common Stock and hold approximately 2.5% of the voting power; (b) Dave Stockholders are expected to own approximately 86.5% of the outstanding Combined Company
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Common Stock and hold approximately 94.9% of the voting power , of which Mr. Wilk is expected to own approximately 18.1% of the outstanding shares of Combined Company Common Stock and hold approximately 68.9% of the voting power; (c) the Initial Stockholders are expected to collectively own approximately 1.6% of the outstanding Combined Company Common Stock (excluding the VPCC Funds Shares) and hold approximately 0.6% of the voting power and (d) the PIPE Investors are expected to own approximately 5.4% of the outstanding Combined Company Common Stock and hold approximately 2.0% of the voting power. These percentages assume (i) that no Public Stockholders exercise their Redemption Rights in connection with the proposed Business Combination (as defined below) and (ii) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors pursuant to the PIPE Investment. If there are redemptions by the Public Stockholders up to the maximum level that would permit completion of the Business Combination, (a) the Public Stockholders will own none of the outstanding Combined Company Common Stock and hold none of the voting power; (b) Dave Stockholders will own approximately 92.8% of the outstanding Combined Company Common Stock and hold approximately 97.5% of the voting power, of which Mr. Wilk is expected to own approximately 20.4% of the outstanding shares of Combined Company Common Stock and hold approximately 72.0% of the voting power; (c) the Initial Stockholders will own approximately 1.5% of the outstanding Combined Company Common Stock and hold approximately 0.5% of the voting power; and (d) the PIPE Investors will own approximately 5.7% of the outstanding Combined Company Common Stock and hold approximately 2.0% of the voting power. These percentages assume (i) that 25,376,598 Public Stockholders exercise their Redemption Rights in connection with the proposed Business Combination (assuming VPCC will have a minimum $5,000,001 of net tangible assets after all redemptions) and (ii) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors pursuant to the PIPE Investment.
For more information about the consideration to the holders of Dave equity interests (and convertible securities), please see the section titled “.”
The Business Combination and the Merger Agreement
—The Merger Agreement
—Merger Consideration
Certain Agreements Related to the Business Combination
Support Agreements
Concurrently with the execution of the Merger Agreement, Dave Stockholders (including Mr. Wilk) collectively holding sufficient number, type and classes of Dave equity interests to obtain the Requisite Dave Stockholder Approval (the “”) entered into Support Agreements with VPCC pursuant to which, among other things, each Written Consent Party agreed to (i) vote their Dave equity interests in favor of the Transactions, including by agreeing to execute a written consent constituting the Requisite Dave Stockholder Approval within two business days of the Registration Statement becoming effective, and (ii) not transfer their Dave equity interests prior to the Closing. For more information regarding the Support Agreements, please see the section titled “.”
Written Consent Parties
The Business Combination and the Merger Agreement
—Certain Agreements Related to the Business Combination
—Support Agreements
PIPE Investment Subscription Agreements
Concurrently with the execution of the Merger Agreement, VPCC entered into Subscription Agreements with the PIPE Investors pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors have agreed to purchase an aggregate of 21,000,000 shares of Combined Company Class A Common Stock in a private placement for $10.00 per share. The proceeds from the PIPE Investment will be partially used to fund the Repurchase and for general working capital purposes following the Closing. On August 17, 2021, one of the PIPE Investors entered into an amendment to the Subscription Agreement to allow the PIPE Investor to pre-fund its $15,000,000 obligation under the Subscription Agreement in exchange for a promissory note in the principal amount of $15,000,000 convertible into 1,500,000 shares of Combined Company Class A Common Stock at Closing. For more information regarding the Subscription Agreements, please see the section titled “
The
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Business Combination and the Merger Agreement
—Certain Agreements Related to the Business Combination
—PIPE Investment Subscription Agreements
”
Founder Holder Agreement
Concurrently with the execution of the Merger Agreement, VPCC, Dave, the Founder Holders (i.e., Sponsor and the Current Independent Directors), and the other directors and officers of VPCC (together with the Founder Holders, the “”) entered into the Founder Holder Agreement, pursuant to which, among other things, the Insiders agreed to: (a) waive certain anti-dilution rights set forth in Section 4.3(b)(ii) of VPCC’s Existing Charter; (b) surrender to VPCC, on a pro rata basis, immediately prior to the consummation of the Mergers and for no consideration, up to 951,622 shares of VPCC Class A Common Stock (after giving effect to the Founder Holder Class B Conversion) comprising the Founder Holder Contingent Closing Shares, in the event that the number of shares of VPCC Class A Common Stock equal to (x) the shares of VPCC Class A Common Stock held by the Public Stockholders (other than the Founder Holders) that are redeemed in connection with the VPCC Share Redemptions (y) the shares of VPCC Class A Common Stock purchased by the Sponsor or one or more of its affiliates or certain related parties prior to the Closing in connection with a VPCC Share Redemptions Alternative Financing, represents greater than 20% of the shares of VPCC Class A Common Stock held by the Public Stockholders as of the date of the Merger Agreement; (c) subject to potential forfeiture, on a pro rata basis, 1,586,037 shares of VPCC Class A Common Stock comprising the Founder Holder Earnout Shares in accordance with the terms of the Merger Agreement, such that 100% of the Founder Holder Earnout Shares will be forfeited in the event that the Combined Company Class A Common Stock does not achieve a trading price of at least $12.50 per share following the Closing, and 40% of Founder Holder Earnout Shares will be forfeited in the event that the Combined Company Class A Common Stock does not achieve a trading price of at least $15.00 per share following the Closing (in each case, as such trading prices may be adjusted for any dividend, subdivision, stock split or similar event, and as determined by reference to the volume-weighted average price achieved for at least 20 trading days within any 30 consecutive trading days) prior to the fifth (5th) anniversary of the Closing (and provided that, in connection with any change of control of the Combined Company prior to such fifth (5.”
Insiders
minus
th
) anniversary, such Founder Holder Earnout Shares shall become no longer subject to forfeiture based upon the value received by holders of Combined Company Class A Common Stock being at least equal to such trading prices in connection with such change of control); (d) vote their VPCC Common Stock in favor of the Transactions, including agreeing to vote in favor of the adoption of the Merger Agreement at the Special Meeting; and (e) not to transfer any shares of VPCC Common Stock until the Closing, other than to an affiliate. For more information regarding the Founder Holder Agreement, please see the section titled “The Business Combination and the Merger Agreement
—
Certain Agreements Related to the Business Combinati
on
—Founder Holder Agreement
Investor Rights Agreement
At the Closing, the Combined Company, the Founder Holders and certain Dave Stockholders (including, without limitation, the Written Consent Parties), in each case who will receive Combined Company Common Stock pursuant to the Merger Agreement and the transactions contemplated thereby, will enter into the Investor Rights Agreement in respect of the shares of Combined Company Common Stock held by the Founder Holders and such Dave Stockholders following the Closing. Pursuant to such agreement, among other things, such holders and their permitted transferees will be entitled to certain customary registration rights, including, among other things, demand, shelf and piggy-back rights, subject to “”
cut-back
provisions, and the Founder Holders and the Dave Stockholders will be subject to the Founder Holder Lock-Up
and the Dave Stockholders Lock-Up
(each as defined below). For more information on the Investor Rights Agreement, please see the section titled
The Business
Combination and the Merger Agreement
—Certain Agreements Related to the Business Combination
—Investor Rights Agreement.
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Repurchase Agreement
Concurrently with the execution of the Merger Agreement, VPCC, Dave, Mr. Wilk and Kyle Beilman (Mr. Wilk and Mr. Beilman, the “”), the Chief Financial Officer of Dave, entered into the Repurchase Agreement, pursuant to which, among other things, VPCC has agreed to repurchase a certain number of shares of Combined Company Common Stock from the Selling Holders (including shares of Combined Company Class V Common Stock issued to Mr. Wilk in connection with the Transactions), at a purchase price of $10.00 per share, on the business day immediately following the Second Effective Time (the “”). The Repurchase is contingent on the amount of cash in the Trust Account at the Closing, following payments of all amounts required to satisfy VPCC Share Redemptions, plus the PIPE Investment Amount (and the amount of any alternative financing arranged by VPCC and Dave, including in the event any portion of the PIPE Investment Amount becomes unavailable), plus the amount of cash available to VPCC outside of the Trust Account,as calculated prior to, and without taking account of, payment or reimbursement of any Dave Transaction Costs or VPCC Transaction Costs or any amounts used to repay indebtedness of Dave or VPCC (such amount, “” ), being in excess of $300 million. If VPCC Available Cash exceeds $300 million, the number of shares of Combined Company Common Stock subject to the Repurchase will be equal to the amount by which VPCC Available Cash exceeds $300 million, $10.00 (provided that in no event will the Aggregate Repurchase Price exceed $60 million). 80% of the number of shares of Combined Company Common Stock subject to the Repurchase will be allocated to Mr. Wilk, with Mr. Beilman allocated the remaining 20%. Mr. Wilk is one of Dave’s current directors and is the Chief Executive Officer of Dave, and, as mentioned above, Kyle Beilman is the Chief Financial Officer of Dave. For more information on the Repurchase Agreement, please see the section titled “”
Selling Holders
Repurchase
in each case,
VPCC Available Cash
divided by
The Business Combination and the Merger Agreement—Certain Agreements Related to the Business Combination
—Repurchase Agreement.
Proposed Charter and Combined Company Amended and Restated Bylaws
Pursuant to the Merger Agreement, VPCC is required to facilitate the solicitation of proxies from the VPCC Stockholders to approve, at the Special Meeting, the Proposed Charter which will amend and restate the Existing Charter, to, among other things, (a) establish a dual-class Combined Company Common Stock structure consisting of Combined Company Class A Common Stock and Combined Company Class V Common Stock, and (b) provide that each share of Combined Company Class A Common Stock will be entitled to one (1) vote per share and each share of Combined Company Class V Common Stock will be entitled to ten (10) votes per share. Pursuant to the Proposed Charter, the shares of Combined Company Class V Common Stock will be automatically exchanged for an equal number of shares of Combined Company Class A Common Stock upon the earliest to occur of (i) the receipt by the Combined Company of a written request for such conversion from the holders of not less than a majority of the Combined Company Class V Common Stock then outstanding, or (ii) a transfer of such shares of Combined Company Class V Common Stock to an unaffiliated third party. In addition to the foregoing, the shares of Combined Company Class V Common Stock held directly or indirectly by, or by a trust for the benefit of, Mr. Wilk, will be automatically exchanged for an equal number of shares of Combined Company Class A Common Stock upon the earlier to occur of (x) the termination of Mr. Wilk’s employment with the Combined Company, Dave or any of their subsidiaries for “Cause” (as defined in the Proposed Charter), or the resignation by Mr. Wilk other than for certain reasons constituting “Good Reason” (as defined in the Proposed Charter), (y) upon Mr. Wilk’s death or incapacity or (z) the date that the number of shares of capital stock of the Combined Company, including any shares of capital stock of the Combined Company underlying any securities (including restricted stock units, options, or other convertible instruments) convertible into or exchangeable or exercisable into shares of capital stock of the Combined Company, held by Mr. Wilk and certain permitted transferees is less than 35% of the number of shares of Combined Company Class V Common Stock held by Mr. Wilk and such permitted transferees at the Effective Time.
In addition to the Proposed Charter, pursuant to the Merger Agreement, immediately prior to the Closing, VPCC will adopt the Combined Company Amended and Restated Bylaws which will amend and restate the Existing
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Bylaws to, among other things, include a restriction on the sale, transfer, pledge or other disposition by the Dave Stockholders of shares of Combined Company Common Stock received by such Dave Stockholders in connection with the Transactions for six (6) months following the Closing, other than in connection with certain permitted transfers specified therein. The terms and provisions of such restrictions in the Combined Company Amended and Restated Bylaws will be materially identical to the terms and provision of the Dave Stockholders
Lock-Up
in the Investor Rights Agreement. For more information on the Proposed Charter and Combined Company Amended and Restated Bylaws, please see the section titled
“The Business Combination and the Merger Agreement—Certain Agreements Related to the Business Combination—Proposed Charter and Combined Company Amended and Restated Bylaws.”
Equity Incentive Plans
Pursuant to the terms of the Merger Agreement, VPCC is required to facilitate the solicitation of proxies from the VPCC Stockholders to approve, at the Special Meeting (i) a new equity incentive plan in a form and substance reasonably acceptable to VPCC and Dave and (ii) a new employee stock purchase plan in a form and substance reasonably acceptable to VPCC and Dave. For more information on these arrangements, please see the section titled “.”
The Business Combination and the Merger Agreement—Certain Agreements Related to the Business Combination—Equity Incentive Plans
The Business Combination Proposal
The VPCC Stockholders will be asked to approve and adopt the Merger Agreement and approve the Business Combination.
The Charter Amendment Proposal and the Governance Proposals
VPCC Stockholders will be asked to consider and act upon a proposal to adopt the Proposed Charter attached as
Annex
B
to the proxy statement/prospectus. Additionally, VPCC Stockholders will be asked to consider and act upon, on a non-binding
advisory basis, seven separate proposals relating to the following material differences between VPCC’s Existing Charter and the Proposed Charter in accordance with SEC requirements. Proposal No. 3A — To consider and vote upon an amendment to VPCC’s Existing Charter to increase the total number of authorized shares of all classes of capital stock from 221,000,000 shares to, following the automatic conversion of all VPCC Class B Common Stock into VPCC Class A Common Stock immediately prior to the Closing of the Business Combination, 610,000,000 shares, which would consist of (a) 500,000,000 shares of Combined Company Class A Common Stock, (b) 100,000,000 shares of Combined Company Class V Common Stock and (c) 10,000,000 shares of preferred stock.
Proposal No. 3B — To consider and vote upon an amendment to VPCC’s Existing Charter to authorize a dual class common stock structure pursuant to which holders of Combined Company Class A Common Stock will be entitled to one vote per share and holders of Combined Company Class V Common Stock will be entitled to ten votes per share on each matter properly submitted to the Combined Company’s stockholders entitled to vote.
Proposal No. 3C — To consider and vote upon an amendment to VPCC’s Existing Charter to require, with respect to any vote to increase or decrease the number of authorized shares of any class or classes of stock (but not below the number of shares then outstanding), the affirmative vote of a majority of the holders of all of the then-outstanding shares of capital stock of the Combined Company entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law, and no vote of the holders of the Combined Company Class A Common Stock voting separately as a class shall be required therefor.
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Proposal No. 3D — To consider and vote upon an amendment to VPCC’s Existing Charter to provide, subject to the special rights of the holders of any series of preferred stock of the Combined Company, that no director may be removed from the Combined Company board except for cause and only by the affirmative vote of the holders of at least
two-thirds
(2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors voting together as a single class; Proposal No. 3E — To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of either a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships (the “”) or the holders of at least , if
Whole Board
two-thirds
(2/3) of the voting power of all then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, for the adoption, amendment, or repeal of any provision of the bylaws (in addition to any vote of the holders of any class or series of stock of required by applicable law or by the Proposed Charter of the Combined Company); provided, however
that
two-thirds
(2/3) of the Whole Board has approved such adoption, amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the bylaws; Proposal No. 3F — To consider and vote upon an amendment to VPCC’s Existing Charter to require the affirmative vote of a majority of the board of directors and the holders of
two-thirds
(2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company for the adoption, amendment, or repeal of certain provisions of the Proposed Charter; provided that if two-thirds
(2/3) of the Whole Board has approved such amendment or repeal, then only the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Combined Company will be required for the amendment or repeal of such provision; Proposal No. 3G — To consider and vote upon an amendment to VPCC’s Existing Charter to clarify that the exclusive jurisdiction of the Chancery Court of the State of Delaware shall not apply to suits brought to enforce any duty or liability under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction, and that to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of claims arising under the Securities Act; and
Proposal No. 3H — To consider and vote upon an amendment to VPCC’s Existing Charter to authorize all other proposed changes, including, among others, those (i) resulting from the Business Combination, including changing the post-business combination corporate name from “VPC Impact Acquisition Holdings III, Inc.” to “Dave Inc.” and removing certain provisions relating to VPCC’s prior status as a blank check company and VPCC Class B Common Stock that will no longer apply upon the Closing, or (ii) that are administrative or clarifying in nature, including the deletion of language without substantive effect.
We refer to Proposals No. 3A through 3H collectively as the “.” Please see the section titled “” for more information.
Governance Proposals
Proposals No.
3A through
3H
—The Governance Proposals
Other Proposals
In addition, the VPCC Stockholders will be asked to consider and vote upon the following proposals:
Proposal No. 4—The Director Election Proposal—a proposal to elect, assuming the Business Combination Proposal, the Charter Amendment Proposal and the Share Issuance Proposal are all approved and adopted, five directors to the Combined Company’s board of directors (the “”).
Director Election Proposal
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Proposal No. 5—The 2021 Equity Incentive Plan Proposal—To approve and adopt the 2021 Equity Incentive Plan (the “”) and material terms thereunder (the “ ”). A copy of the 2021 Plan is attached to this proxy statement/prospectus as
2021 Plan
2021
Equity Incentive Plan Proposal
Annex
C
. Proposal No. 6—The Employee Stock Purchase Plan Proposal—To approve and adopt the 2021 Employee Stock Purchase Plan (the “”) and material terms thereunder (the “”). A copy of the Employee Stock Purchase Plan is attached to this proxy statement/prospectus as
Employee Stock Purchase Plan
Employee Stock Purchase Plan Proposal
Annex
D
. Proposal No. 7—The Share Issuance Proposal—a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for purposes of complying with applicable provisions of the NYSE Listing Rules, the issuance of more than 20% of VPCC’s issued and outstanding common stock in connection with the Business Combination, the PIPE Investment and any other subscription agreements VPCC may enter into prior to Closing, and the related change in control (collectively, the “”).
Share Issuance Proposal
Proposal No. 8—The Repurchase Proposal—a proposal to approve the Repurchase Agreement, dated as of June 7, 2021, by and among VPCC, Jason Wilk, Kyle Beilman and Dave wherein VPCC agreed to repurchase Combined Company Common Shares from Jason Wilk and Kyle Beilman at $10.00 per share, effective as of the Business Day following the effective time of the Second Merger (the “”) and the transactions contemplated by the Repurchase Agreement (the “”).
Repurchase Agreement
Repurchase Proposal
Proposal No. 9—The Adjournment Proposal—to consider and vote upon a proposal to approve the a proposal to consider and vote upon the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal (together the “”) would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “” and, together with the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal, the “”).
Condition Precedent Proposals
Adjournment Proposal
Proposals
Please see the sections titled “,” “,” “” “” “” and “” for more information.
Proposal No.
4—The Director Election Proposal
Proposal No.
5—Approval of the
2021 Equity Incentive Plan
Proposal No.
6—Approval of the
2021 Employee Stock Purchase Plan,
Proposal No.
7—The Share Issuance Proposal,
Proposal No. 8—The Repurchase Proposal,
Proposal No.
9—The Adjournment Proposal
Quorum and Required Vote for Proposals for the Special Meeting
A quorum of outstanding shares of VPCC Common Stock is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the VPCC Class A Common Stock and VPCC Class B Common Stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.
The Business Combination Proposal, the Governance Proposals (on an advisory basis), the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal, the Repurchase Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of VPCC Class A Common Stock and VPCC Class B Common Stock represented in person or by proxy and entitled to vote thereon and actually cast at the Special Meeting, voting as a single class. Approval of the Charter Amendment Proposal,
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requires the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class. Directors are elected by a plurality of the votes cast by holders of the outstanding shares of VPCC Class A Common Stock and VPCC Class B Common Stock, voting as a single class. This means that the five director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will have no effect on the outcome of any vote on the Business Combination Proposal, the Governance Proposals, the Director Election Proposal, the Share Issuance Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Repurchase Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter Amendment Proposal.
The Closing is conditioned on the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal at the Special Meeting. Each of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the 2021 Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Share Issuance Proposal and the Repurchase Proposal are cross-conditioned on the approval of each other. The Governance Proposals and the Adjournment Proposal are not conditioned on the approval of any of the other Proposals.
Recommendation of the VPCC Board of Directors
After careful consideration, the VPCC Board has unanimously determined (i) that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of VPCC and its stockholders and (ii) to recommend that the VPCC Stockholders adopt the Merger Agreement and approve the Business Combination and the Transactions. Accordingly, the VPCC Board recommends that the VPCC Stockholders vote “” adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “” all other proposals presented to the VPCC Stockholders in this proxy statement/prospectus.
FOR
FOR
For a more complete description of the VPCC Board’s reasons for the approval of the Business Combination and the recommendation of the VPCC Board, see the section titled “.”
The Business Combination and the Merger Agreement—VPCC’s Board of Directors’ Reasons for the Approval of the Business Combination
Interests of Certain Persons in the Business Combination
In considering the recommendation of the VPCC Board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and certain of VPCC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. VPCC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. See the sections titled “ ” and “” for more information.
The Business Combination and the Merger Agreement — Interests
of Certain VPCC Persons in the Business Combination
VPCC Special Meeting of Stockholders — Recommendation to VPCC Stockholders
VPCC’s Board of Directors’ Reasons for the Approval of the Business Combination
In considering the Business Combination, the VPCC Board considered the following factors, although not weighted or in any order of significance:
| • | Public research on the industry of fintech companies that offer apps, software and other technologies to streamline mobile and online banking, sometimes referred to as the “neobank industry” and related |
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| industries, its prospects, a review of Dave’s historical financial performance and forecasts including revenues, sale projections, capital expenditures, cash flow and other relevant financial and operating metrics; |
| • | Conference call meetings with Dave’s management team and representatives regarding operations, company products and services, intellectual property, end market industries, total available market for each industry and growth prospects, among other customary due diligence matters; |
| • | Review of Dave’s material business contracts, corporate books and records, government regulations and filings, intellectual property and information technology and certain other legal due diligence; |
| • | Financial and accounting due diligence; and |
| • | The prospective financial information of Dave set forth in the materials provided by Dave. |
After careful consideration, the VPCC Board recommends that its stockholders vote “FOR” each proposal being submitted to a vote at the Special Meeting. For more information about the VPCC Board’s decision-making process, please see the section titled “.”
The Business Combination and the Merger Agreement—VPCC’s Board of Directors’ Reasons for the Approval of the Business Combination
Redemption Rights
Under VPCC’s Existing Charter, any holder of VPCC Class A Common Stock may elect that such shares be redeemed in exchange for a share of the aggregate amount on deposit in the Trust Account, including interest but net of taxes payable, calculated as of two (2) business days prior to the Closing. If demand is properly made, including the holder identifying itself in writing as a beneficial holder and providing its legal name, phone number and address to the transfer agent and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of our IPO (calculated as of two (2) business days prior to the Closing, including interest but net of taxes payable). You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of VPCC following the Business Combination, if any. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September 30, 2021 of approximately $253,782,145.56, the estimated per share redemption price would have been approximately $10.00.
pro rata
pro rata
In order to exercise redemption rights, holders of VPCC Class A Common Stock must follow specific procedures, some of which are time sensitive. See “”
VPCC Special Meeting of Stockholders—Redemption Rights.
Prior to exercising redemption rights, stockholders should verify the market price of VPCC Class A Common Stock as they may receive higher proceeds from the sale of their VPCC Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. VPCC cannot assure you that you will be able to sell your shares of VPCC Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the VPCC Class A Common Stock when you wish to sell your shares.
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Ownership after the Closing; Impact of the Business Combination on the Combined Company’s Public Float
It is anticipated that, upon completion of the Transactions, depending on the number of VPCC Share Redemptions and subject to the assumptions set forth below, the concentration of ownership of the issued and outstanding stock of the Combined Company will be as follows:
| Beneficial Owners |
Ownership Percentage |
|||||||
No Redemption Scenario |
Maximum Redemption Scenario |
|||||||
| VPCC’s existing Public Stockholders (collectively, but excluding any shares issued to such persons in connection with the PIPE Investment) |
6.5 | % | 0.0 | % | ||||
| Initial Stockholders (excluding the VPCC Funds Shares) |
1.6 | % | 1.5 | % | ||||
| Dave Interest Holders |
86.5 | % | 92.8 | % | ||||
| PIPE Investors (collectively, but excluding any Public Shares held by such persons) |
5.4 | % | 5.7 | % | ||||
| Beneficial Owners |
Voting Percentage |
|||||||
No Redemption Scenario |
Maximum Redemption Scenario |
|||||||
| VPCC’s existing Public Stockholders (collectively, but excluding any shares issued to such persons in connection with the PIPE Investment) |
2.5 | % | 0.0 | % | ||||
| Initial Stockholders |
0.6 | % | 0.5 | % | ||||
| Dave Interest Holders |
94.9 | % | 97.5 | % | ||||
| PIPE Investors (collectively, but excluding any Public Shares held by such persons) |
2.0 | % | 2.0 | % | ||||
The foregoing illustrative ownership and voting percentages of the estimated issued and outstanding stock of the Combined Company as of the Closing (a) include the 1,586,037 shares of VPCC Class A Common Stock representing the Founder Holder Earnout Shares and (b) assume (1) (x) in the case of the no redemption scenario, no Public Shares are elected to be redeemed by VPCC Stockholders and (y) in the case of the maximum redemption scenario, all Public Shares are elected to be redeemed by VPCC Stockholders, (2) the issuance of 21,000,000 shares of Combined Company Class A Common Stock to the PIPE Investors in the PIPE Investment, for aggregate gross proceeds of $210,000,000, (3) the consummation of the transactions contemplated by the Founder Holder Agreement, on the basis of the assumptions set forth in clause (b) hereof with respect to the PIPE Investment and VPCC Share Redemptions, resulting in the surrender (x) in the case of the no redemption scenario, of no shares of VPCC Class A Common Stock and (y) in the case of the maximum redemption scenario, of 951,622 shares of VPCC Class A Common Stock, (4) that immediately after the Closing, the total number of shares of Combined Company Class A Common Stock outstanding will be equal to (x) in the case of the no redemption scenario, approximately 319,425,439 and (y) in the case of the maximum redemption scenario, approximately 294,297,219 and (5) the consummation of the transactions contemplated by the Repurchase Agreement, on the basis of the assumptions set forth in clause (b) hereof with respect to the VPCC Share Redemptions, resulting in the repurchase (x) in the case of the no redemption scenario, of 6,000,000 shares of Combined Company Common Stock pursuant to the Repurchase Agreement immediately following the Closing and (y) in the case of the maximum redemption scenario, of no shares of Combined Company Common Stock pursuant to the Repurchase Agreement.
Please see the sections titled “,” “ ” and “” for further information.
Summary of the Proxy Statement/Prospectus—Ownership after the Closing; Impact of the Business Combination on the Combined Company’s Public Float
Unaudited Pro Forma Condensed
Combined Financial Information
Security Ownership of Certain Beneficial Owners and Management
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Board of Directors of the Combined Company Following the Business Combination
At the Closing, the Combined Company anticipates the board of directors will be comprised of five directors. Please see the sections titled “,” “,” “” and “” for additional information.
Proposal No.
2—The Charter Amendment Proposal
Proposals No.
3A Through
3H—The Governance Proposals
Proposal No.
4—The Director Election Proposal
Management After the Business Combination
Regulatory Approvals Required for the Mergers
The completion of the Mergers is subject to the requirements under the Hart Scott Rodino Antitrust Improvements Act of 1976 (the “”). Each of VPCC and Dave will use their reasonable best efforts to obtain all necessary actions, waivers, consents, approvals, orders and authorizations from governmental entities and make all necessary registrations, declarations and filings (including registrations, declarations and filings with governmental entities, if any), including by requesting early termination of the HSR waiting period. On June 21, 2021, VPCC and Dave filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination of the HSR
HSR Act
Act 30-day
waiting period. The waiting period expired on July 21, 2021. Appraisal Rights of VPCC Stockholders
Appraisal rights are not available to holders of shares of VPCC Class A Common Stock or VPCC Class B Common Stock in connection with the Business Combination.
Appraisal Rights of Dave Stockholders
Pursuant to Section 262 of the DGCL, Dave Stockholders who comply with the applicable requirements of Section 262 of the DGCL, and do not otherwise withdraw or lose the right to appraisal under Delaware have the right to seek appraisal of the fair value of their shares of Dave stock if the Mergers are completed. The “” of your shares of Dave Capital Stock may be more or less than, or the same as, the value of the consideration that you are otherwise entitled to receive under the Merger Agreement. Dave Stockholders who do not consent to the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise Dave by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from Dave or the Combined Company that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, Dave Stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. For additional information on appraisal rights available to Dave stockholders, see the section titled “” beginning on page 257 of this proxy statement/prospectus.
fair value
Additional Information—Appraisal Rights
Proxy Solicitation
Proxies may be solicited by mail. VPCC has engaged Morrow to assist in the solicitation of proxies for the Special Meeting.
If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “.”
VPCC Special Meeting of Stockholders
—
Revoking Your Proxy
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Conditions to the Completion of the Mergers
The obligations of VPCC and Dave to effect the Mergers and the other transactions contemplated by the Merger Agreement are subject to the following conditions:
| • | at the Special Meeting, the VPCC Stockholders must have approved: (1) the adoption of the Merger Agreement and approval of the Transactions; (2) the issuance of the number of shares of Combined Company Common Stock to be issued in connection with the First Merger; (3) an increase in the number of authorized shares of Combined Company Common Stock as may be required by the immediately preceding clause; (4) the amendment and restatement of VPCC’s governing documents to be effective from and after the Closing; (5) the adoption and approval of the Equity Incentive Plans (as defined below); (6) the election of the certain persons to the VPCC Board; (7) the approval of the Repurchase and (8) any other proposals VPCC deems necessary or desirable to consummate the Transactions; |
| • | all applicable waiting periods (and any extensions thereof) under the HSR Act relating to the Transactions shall have expired or otherwise been terminated; |
| • | no provision of any applicable law prohibiting, enjoining or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent order enjoining or making illegal the consummation of the Transactions will be in effect; |
| • | certain specified authorizations, consents, orders, approvals, non-objections, declarations, filings or waiting periods shall have been made, received or expired, as applicable; |
| • | the shares of Combined Company Class A Common Stock to be issued in connection with the Closing shall have been conditionally approved for listing upon the Closing on Nasdaq, subject only to the requirement to have a sufficient number of round lot holders and official notice of issuance; and |
| • | the Registration Statement, of which this proxy statement/prospectus forms a part, must be effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before the SEC. |
The obligation of Dave to complete the Mergers is further subject to the following conditions:
| • | the fundamental representations and warranties of VPCC (i.e., representations related to organization and qualification, subsidiaries, capitalization, authority relative to the Merger Agreement and VPCC’s trust account) must have been true and correct in all material respects on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date), in each case without giving effect to any limitation as to “materiality” or “VPCC Material Adverse Effect,” as defined below, or any similar limitation contained therein; and all other representations and warranties of VPCC set forth in the Merger Agreement must have been true and correct on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) (in each case, without giving effect to any limitation as to “materiality” or “VPCC Material Adverse Effect” or any similar limitation contained therein), except, in each case, where the failure of such representations and warranties of VPCC to be so true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a VPCC Material Adverse Effect; |
| • | VPCC, First Merger Sub and Second Merger Sub must have performed and complied with all agreements and covenants required to be performed or complied with by them under the Merger Agreement at or prior to the Closing Date, in each case in all material respects; |
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| • | certain individuals must have resigned from their positions and offices with VPCC; |
| • | VPCC must have delivered, or caused to be delivered, or stand ready to deliver, to Dave all of the certificates, instruments, contracts and other documents required to be delivered by VPCC pursuant to the Merger Agreement; |
| • | VPCC must have made appropriate arrangements to have the cash available in the Trust Account, less any amounts required to satisfy VPCC Share Redemptions, available to VPCC for payment of Dave Transaction Costs and VPCC Transaction Costs at the Closing; and |
| • | the amount of VPCC Available Cash must equal or exceed $210,000,000 (the “ VPCC Minimum Cash Condition |
The obligation of VPCC, First Merger Sub and Second Merger Sub to complete the Mergers is further subject to the following conditions:
| • | the fundamental representations and warranties of Dave (i.e., representations related to organization and qualification, subsidiaries, capitalization, due authorization, and brokers and third party expenses) must have been true and correct in all material respects on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date), in each case without giving effect to any limitation as to “materiality” or “Dave Material Adverse Effect,” as defined below, or any similar limitation contained therein); and all other representations and warranties of Dave set forth in the Merger Agreement must have been true and correct on and as of the date of the Merger Agreement and the Closing Date as though made on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct as of such earlier date) (in each case, without giving effect to any limitation as to “materiality” or “Dave Material Adverse Effect” or any similar limitation contained therein), except, in each case, where the failure of such representations and warranties of Dave to be so true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a Dave Material Adverse Effect; |
| • | Dave and its subsidiaries must have performed or complied with all of its agreements and covenants required to be performed or complied with by it under the Merger Agreement on or prior to the Closing Date in all material respects; |
| • | Dave must have delivered to VPCC a stockholder action by written consent (the “ Stockholder Written Consent Requisite Dave Stockholder Approval |
| • | since the date of the Merger Agreement, there must not have occurred a Dave Material Adverse Effect; |
| • | certain individuals must have resigned from their positions and offices with Dave; |
| • | Dave must have delivered, or stand ready to deliver, to VPCC all of the certificates, instruments, contracts and other documents specified to be delivered by Dave pursuant to the Merger Agreement; and |
| • | the Recapitalization shall have been consummated in accordance with and compliance with Dave’s governance documents and applicable law. |
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Termination Rights
The Merger Agreement may be terminated at any time prior to the Closing:
| • | by mutual written agreement of VPCC and Dave; |
| • | by either VPCC or Dave if the Closing shall not have been consummated by January 31, 2022; provided |
| • | by either VPCC or Dave if a governmental entity having competent jurisdiction shall have issued an order having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, including the Mergers, which order or other action is final and nonappealable; provided |
| • | by Dave, if there has been a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement on the part of VPCC, First Merger Sub or Second Merger Sub, or inaccuracy in any representation or warranty of VPCC, First Merger Sub or Second Merger Sub, in either case which breach or inaccuracy would cause any of the conditions to Closing set forth in the Merger Agreement not to be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided, that provided, further, such 30-day period or such condition is otherwise satisfied); |
| • | by VPCC, if there has been a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement on the part of Dave or inaccuracy in any representation or warranty of Dave, in either case which breach or inaccuracy would cause any of the conditions set forth in the Merger Agreement not to be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided, that provided, further, that such 30-day period or such condition is otherwise satisfied); |
| • | by either VPCC or Dave, if the Special Meeting has been held (including any adjournments thereof), has concluded, VPCC Stockholders have duly voted, and the Requisite VPCC Stockholder Approval has not been obtained; |
| • | by VPCC at any time prior to obtaining the Requisite Dave Stockholder Approval if the Dave Board shall have made a Dave Change in Recommendation; |
| • | by Dave at any time prior to obtaining the Requisite VPCC Stockholder Approval if the VPCC Board shall have made a VPCC Change in Recommendation; |
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| • | by VPCC, in the event of a Written Consent Failure; |
| • | by VPCC, if Dave has not provided, or caused to be provided, to VPCC fully executed Support Agreements, duly executed by each Written Consent Party, within 24 hours following the parties’ execution of the Merger Agreement; or |
| • | by Dave, if (i) the VPCC Minimum Cash Condition becomes incapable of being satisfied at the Closing and (ii) a period of 30 business days has elapsed since such circumstances exist and, at the end of such period, such circumstances continue to exist (after giving effect to any alternative financing); provided, however, that the right to terminate the Merger Agreement is not available to Dave if Dave’s action or failure to act has been a principal cause of the failure of such VPCC Minimum Cash Condition to be satisfied and such action or failure to act constitutes a breach of the Merger Agreement. |
Summary of the Transactions
Set forth below is a summary of the transactions that are contemplated to occur in connection with the Business Combination.
Treatment of Dave Equity Interests and Convertible Securities in the Mergers
Capital Stock
In connection with the Mergers, (a) each share of Dave Class A Common Stock held by the Dave Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly issued Combined Company Class A Common Stock equal to the Per Share Dave Stock Consideration and (b) each share of Dave Class V Common Stock held by the Company Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly authorized and issued Combined Company Class V Common Stock equal to the Per Share Dave Stock Consideration.
In connection with the Transactions, the shares of Combined Company Common Stock received as consideration by Mr. Wilk will be shares of Combined Company Class V Common Stock, and will entitle Mr. Wilk to ten (10) votes per share until such time as such shares of Combined Company Class V Common Stock are exchanged pursuant to the terms of the Proposed Charter for an equal number of shares of Combined Company Class A Common Stock (as more fully described below under “— ”). Mr. Wilk’s shares of Combined Company Class V Common Stock will provide him with approximately 70.3% of the voting power of the Combined Company Common Stock outstanding immediately following the Effective Time (and prior to any repurchases of shares of Combined Company Class V Common Stock by the Combined Company pursuant to the Repurchase (as further discussed below under “—”)), assuming no redemptions by VPCC Stockholders.
Certain Agreements Related to the Business
Combination—Proposed Charter and Combined Company Amended and Restated Bylaws
Certain Agreements Related to the Business Combination—Repurchase Agreement
Warrants
Under the terms of the Merger Agreement, each Dave Warrant that is outstanding and unexercised immediately prior to the Effective Time will be automatically terminated in accordance with the terms of the applicable Dave Warrant and be of no further force or effect as of the Effective Time.
Vested and Unvested Options
Under the terms of the Merger Agreement, each Dave Option that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) (other than any Dave ,” below) will be automatically assumed by VPCC and
Non-Plan
Option, which will be handled as set forth below under “Non-Plan
Option36
converted into an option to acquire an adjusted number of shares of Combined Company Class A Common Stock at an adjusted exercise price per share, determined in the manner described below. Each Rollover Option will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Dave Option, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Options. The shares of Dave Common Stock issuable upon the exercise of Dave Options that are outstanding, unexercised and unvested immediately prior to the Effective Time are not included in the calculation of the “Dave Stock Adjusted Fully Diluted Shares” for purposes of the calculation of the Per Share Dave Stock Consideration, and the shares of Combined Company Class A Common Stock issuable upon the exercise of Rollover Options representing at the Effective Time Unvested Dave Options are not considered a part of the Aggregate Stock Consideration. The Unvested Rollover Option Shares will reduce the shares of Combined Company Class A Common Stock initially available for issuance under the 2021 Plan (as further discussed below under “—”). See “” for more information.
Certain Agreements Related to the Business Combination—Equity Incentive Plans
The Business Combination and the Merger Agreement
— The Merger Agreement
— Treatment of Dave Equity Interests
— Vested and Unvested Options
Non-Plan
Option Under the terms of the Merger Agreement, each Dave
Non-Plan
Option that was granted prior to Closing and is outstanding and unexercised immediately prior to the Effective Time will be automatically cancelled for no consideration. Restricted Stock
Under the terms of the Merger Agreement, each award of Dave Restricted Stock that is outstanding and unvested immediately prior to the Effective Time will be automatically assumed by VPCC and converted into an award of restricted stock with respect to an adjusted number of shares of Combined Company Class A Common Stock determined by multiplying the number of shares of Dave Restricted Stock subject to such award by the Per Share Dave Stock Consideration and rounding the resulting number down to the nearest whole number of shares of Combined Company Class A Common Stock. Each share of Rollover Restricted Stock will continue to be governed by substantially the same terms and conditions (including vesting terms) as were applicable to the corresponding former Dave Restricted Stock, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Restricted Stock.
Treatment of Founder Shares
Immediately prior to the Closing, the Sponsor and the Current Independent Directors will surrender to VPCC the Founder Holder Contingent Closing Shares (if any). In connection with the Closing, immediately following the conversion of the Founder Holder’s Founder Shares into shares of Combined Company Class A Common Stock, the Sponsor and the Current Independent Directors shall subject the Founder Holder Earnout Shares to potential forfeiture in accordance with the terms of the Merger Agreement and the Founder Holder Agreement.
PIPE Investment
Immediately prior to the Closing, the PIPE Investors will subscribe for and purchase, and the Combined Company will issue to the PIPE Investors, an aggregate of 21,000,000 shares of Combined Company Class A Common Stock in exchange for an aggregate amount of cash equal to $210,000,000. On August 17, 2021, one of the PIPE Investors entered into an amendment to the Subscription Agreement to allow the PIPE Investor to pre-
37
fund its $15,000,000 obligation under the Subscription Agreement in exchange for a promissory note in the principal amount of $15,000,000 convertible into 1,500,000 shares of Combined Company Class A Common Stock at Closing.
Risk Factors
In evaluating the Business Combination and the proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under the section titled “” beginning on page 42 of this proxy statement/prospectus.
Risk Factors
The occurrence of one or more of the events or circumstances described in the section titled “,” alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of VPCC and Dave to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of the Combined Company following the Closing.
Risk Factors
Some of the risks related to Dave’s business and industry are summarized below. References in the summary below to “we”, “us”, “our” and “the Company” generally refer to Dave in the present tense or the Combined Company from and after the Business Combination.
Risks Related to Dave’s Business and Industry
| • | The industries in which we compete are highly competitive, which could adversely affect our results of operations. |
| • | If we are unable to keep pace with the rapid technological developments in our industry and the larger financial services industry necessary to continue providing our Members with new and innovative products and services, the use of our platform and other products and services could decline. In addition, if the prices we charge for our products and services are unacceptable to our Members, our operating results will be harmed. |
| • | Our non-recourse cash advances expose us to credit risk of our Members and if our underwriting criteria for making advances is not sufficient to mitigate against this risk, our financial condition and operating results could be adversely affected if a substantial number of our Members fail to repay the cash advance they receive. |
| • | We may not be able to scale our business quickly enough to meet our Members’ growing needs, and if we are not able to grow efficiently, our operating results could be harmed. |
| • | If we are unable to acquire new Members and retain our current members or sell additional functionality and services to them, our revenue growth will be adversely affected. |
| • | We have historically incurred losses in the operation of our business. We may never achieve or sustain profitability. |
| • | We operate in an uncertain regulatory environment and may from time to time be subject to governmental investigations or other inquiries by state, federal and local governmental authorities. |
| • | The financial services industry continues to be targeted by new laws or regulations in many jurisdictions, including the U.S. states in which we operate, that could restrict the products and services we offer, impose additional compliance costs on us, render our current operations unprofitable or even prohibit our current operations. |
| • | Our business is subject to extensive regulation and oversight in a variety of areas, including registration and licensing requirements under federal, state and local laws and regulations. |
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| • | Stringent and changing laws and regulations relating to privacy and data protection could result in claims, harm our results of operations, financial condition, and future prospects, or otherwise harm our business. |
| • | Dave identified material weaknesses in its internal control over financial reporting, which for the years ended December 31, 2020 and 2019 resulted in a restatement of its financial statements, and if Dave is unable to remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect Dave’s business and share price. |
| • | Dave’s forecasted operating results and projections rely in large part upon assumptions, analyses and internal estimates developed by Dave’s management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Dave’s actual operating results may differ materially and adversely from those forecasted or projected. |
| • | Fraudulent and other illegal activity involving our products and services could lead to reputational damage to us, reduce the use of our platform and services and may adversely affect our financial position and results of operations. |
| • | In the normal course of business, we collect, process, use and retain sensitive and confidential information regarding our Members and prospective Members, including data provided by and related to Members and their transactions, as well as other data of the counterparties to their payments. A data security breach could expose us to liability and protracted and costly litigation, and could adversely affect our reputation and operating revenues. |
| • | Dave’s management has limited experience in operating a public company. |
| • | We transfer funds to our Members daily, which in the aggregate comprise substantial sums, and are subject to the risk of errors, which could result in financial losses, damage to our reputation, or loss of trust in our brand, which would harm our business and financial results. |
| • | Dave, Inc. has guaranteed up to $50,000,000 of one of its subsidiary’s obligations under a credit facility, and currently that limited guaranty is secured by a first-priority lien against substantially all of Dave, Inc.’s assets. The credit facility contains financial covenants and other restrictions on our actions, which could limit our operational flexibility and otherwise adversely affect our financial condition. |
| • | If our present or any future key banking relationships are terminated and we are not able to secure or successfully migrate client portfolios to a new bank partner or partners, our business would be adversely affected. |
| • | We depend upon several third-party service providers for processing our transactions and provide other important services for our business. If any of our agreements with our processing providers are terminated or if we experience any interruption or delay in the services provided by our third-party service providers, delivery of our products and services could be impaired or suspended and our business could suffer. |
| • | Our recent rapid growth, including growth in our volume of payments, may not be indicative of future growth, and if we continue to grow rapidly, we may not be able to manage our growth effectively. Our rapid growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. |
Risks Related to the Proposed Business Combination
| • | VPCC’s directors and officers have potential conflicts of interest in recommending that VPCC’s stockholders vote in favor of the adoption of the Merger Agreement and the Proposed Business |
39
| Combination, and approval of the other proposals to be described in the proxy statement relating to the Proposed Business Combination. |
| • | VPCC’s sponsor, directors and officers have agreed to vote in favor of the Proposed Business Combination, regardless of how VPCC’s public stockholders vote. As a result, approximately 20.0% of VPCC’s voting securities outstanding, representing the VPCC voting securities held by VPCC’s sponsor, directors and officers, will be contractually obligated to vote in favor of the Proposed Business Combination. |
| • | The VPCC board has not obtained and will not obtain a third-party valuation or financial opinion in determining whether to proceed with the Proposed Business Combination. |
| • | Both VPCC and Dave will incur significant transaction costs in connection with the Proposed Business Combination. |
| • | The consummation of the Proposed Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Proposed Business Combination agreement may be terminated in accordance with its terms and the Proposed Business Combination may not be completed. |
| • | The ability to successfully effect the Proposed Business Combination and the Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Dave, all of whom we expect to stay with the Combined Company following the Proposed Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business. |
| • | Following the consummation of the Proposed Business Combination, the Combined Company will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations. |
| • | There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position. |
| • | If the Proposed Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities or, following the consummation of the Proposed Business Combination, the Combined Company’s Securities, may decline. |
| • | There can be no assurance that the Combined Company’s common stock will be approved for listing on Nasdaq or that the Combined Company will be able to comply with the continued listing standards of Nasdaq. |
| • | Even if VPCC consummates the business combination, there can be no assurance that VPCC’s public warrants will be in the money during their exercise period, and they may expire worthless. |
| • | If you hold public warrants of VPCC, VPCC may, in accordance with their terms, redeem your unexpired VPCC warrants prior to their exercise at a time that is disadvantageous to you. |
| • | The public and private warrants of VPCC are accounted for as liabilities and the changes in value of such warrants could have a material effect on the financial results of VPCC. |
| • | Legal proceedings may be instituted against the Proposed Business Combination, which could delay or prevent or otherwise adversely impact the Proposed Business Combination. |
| • | Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to consummate the Proposed Business Combination, and results of operations. |
Controlled Company Exemption
Upon the completion of the Business Combination, Mr. Wilk will be the beneficial owner of all outstanding shares of Combined Company Class V Common Stock and, as such, will control the voting power of our
40
outstanding capital stock, as a result of which Mr. Wilk will have the power to elect a majority of the Combined Company’s directors. Pursuant to Nasdaq listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company qualifies as a “controlled company.” As a controlled company, the Combined Company will be exempt from certain Nasdaq corporate governance requirements, including the requirements (1) that a majority of the Combined Company Board consist of independent directors, (2) that the Combined Company Board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that director nominees must either be selected, or recommended for the Combined Company Board’s selection, either by a majority of the independent directors in a vote in which only independent directors participate or a nominating committee comprised solely of independent directors. For at least some period following the Business Combination, the Combined Company will utilize these exemptions, during which time you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. If the Combined Company ceases to be a “controlled company” and its shares continue to be listed on Nasdaq, the Combined Company will be required to comply with these standards and, depending on the board’s independence determination with respect to our then-current directors, the Combined Company may be required to add additional directors to its board in order to achieve such compliance within the applicable transition periods.
The controlled company exemptions do not modify the independence requirements for the audit committee, which will have to comply with the requirements of
Rule 10A-3
of the Exchange Act and Nasdaq listing rules, including the requirement to have an audit committee comprised of at least three members, all of whom are independent. 41
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF DAVE
The following tables set forth summary historical consolidated financial information of Dave for the periods presented. The consolidated statement of operations information for the years ended December 31, 2020 and 2019 and the other financial information as of December 31, 2020 have been derived from Dave’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The condensed consolidated statements of operations information for the six months ended September 30, 2021 and 2020 and the other financial information as of September 30, 2021 have been derived from Dave’s unaudited condensed consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. The unaudited condensed consolidated financial statements of Dave have been prepared on the same basis as the audited consolidated financial statements of Dave. In the opinion of Dave’s management, the unaudited condensed consolidated interim financial information reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial information in those statements.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following summary information in conjunction with “” and Dave’s historical consolidated financial statements and the related notes related thereto, included elsewhere in this proxy statement/prospectus.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Dave
(unaudited) For the Nine Months Ended September 30, |
For the Year Ended December 31, |
|||||||||||||||
2021 |
2020 |
2020 |
2019 |
|||||||||||||
(in thousands, except per share data) |
(in thousands, except per share data) |
|||||||||||||||
| Consolidated Statement of Operations Data: |
||||||||||||||||
| Operating revenues: |
||||||||||||||||
| Service based revenue, net |
$ | 104,142 | $ | 85,614 | $ | 120,595 | $ | 76,194 | ||||||||
| Transaction based revenue, net |
7,711 | 730 | 1,201 | 33 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total operating revenues, net |
111,853 |
86,344 |
121,796 |
76,227 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Operating expenses: |
||||||||||||||||
| Provision for unrecoverable advances |
21,693 | 14,311 | 25,539 | 19,688 | ||||||||||||
| Processing and servicing fees |
16,920 | 15,696 | 21,646 | 15,216 | ||||||||||||
| Advertising and marketing |
38,844 | 22,642 | 38,019 | 22,934 | ||||||||||||
| Compensation and benefits |
34,685 | 14,898 | 22,210 | 9,242 | ||||||||||||
| Other operating expenses |
31,987 | 10,032 | 15,763 | 7,370 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
144,129 |
77,579 |
123,177 |
74,450 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Other (income) expense: |
||||||||||||||||
| Interest income |
(610 | ) | (339 | ) | (409 | ) | (429 | ) | ||||||||
| Interest expense |
1,494 | 3 | 17 | 852 | ||||||||||||
| Gain on conversion of 2018 convertible notes |
— | — | — | (841 | ) | |||||||||||
| Derivative liability |
— | — | — | 536 | ||||||||||||
| Legal settlement and litigation expenses |
952 | 948 | 4,467 | 327 | ||||||||||||
| Other strategic financing and transactional expenses |
253 | 1,305 | 1,356 | — | ||||||||||||
| Derivative asset on loans to stockholders |
(33,043 | ) | — | — | — | |||||||||||
| Changes in fair value of warrant liabiliy |
3,480 | — | — | — | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total other (income) expenses, net |
(27,474 |
) |
1,917 |
5,431 |
445 |
|||||||||||
| |
|
|
|
|
|
|
|
|||||||||
42
(unaudited) For the Nine Months Ended September 30, |
For the Year Ended December 31, |
|||||||||||||||
2021 |
2020 |
2020 |
2019 |
|||||||||||||
(in thousands, except per share data) |
(in thousands, except per share data) |
|||||||||||||||
| Net (loss) income before income tax (benefit) expense |
(4,802 |
) |
6,848 |
(6,812 |
) |
1,332 |
||||||||||
| Income tax (benefit) expense |
(1 | ) | (20,805 | ) | 145 | 545 | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net (loss) income |
$ |
(4,801 |
) |
$ |
27,653 |
$ |
(6,957 |
) |
$ |
787 |
||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net (loss) income per share: |
||||||||||||||||
| Basic |
$ | (0.05 | ) | $ | 0.08 | $ | (0.08 | ) | $ | 0.00 | ||||||
| Diluted |
$ | (0.05 | ) | $ | 0.08 | $ | (0.08 | ) | $ | 0.00 | ||||||
| Weighted-average shares used to compute net (loss) income per share |
||||||||||||||||
| Basic |
100,176,295 | 88,943,115 | 90,986,048 | 76,918,167 | ||||||||||||
| Diluted |
100,176,295 | 99,364,554 | 90,986,048 | 247,773,818 | ||||||||||||
43
SUMMARY HISTORICAL FINANCIAL DATA OF VPCC
VPCC is providing the following summary historical financial data to assist you in your analysis of the financial aspects of the Business Combination.
VPCC’s statement of operations data for the period from January 14, 2021 to September 30, 2021 and balance sheet data as of September 30, 2021, are derived from VPCC’s unaudited financial statements included elsewhere in this proxy statement/prospectus. VPCC’s statement of operations data for the period from January 14, 2021 (Inception) to January 22, 2021 and balance sheet data as of January 22, 2021 is derived from VPCC’s audited condensed financial statements included elsewhere in this proxy statement/prospectus.
This information is only a summary and should be read in conjunction with VPCC’s financial statements and related notes and “” contained elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of VPCC.
VPCC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
For the Period from January 14, 2021 (Inception) to September 30, 2021 |
For the Period from January 14, 2021 (Inception) to January 22, 2021 |
|||||||
| Statement of Operations Data |
Unaudited |
|||||||
| Expenses |
$ | (7,805,910 | ) | $ | 604 | |||
| Net income (loss) |
$ | (7,805,910 | ) | $ | (604 | ) | ||
| |
|
|
|
|||||
| Total comprehensive income |
$ | (7,805,910 | ) | $ | (604 | ) | ||
| |
|
|
|
|||||
| Basic and diluted earnings per share |
||||||||
| Net Income per common share, Class A common stock redeemable shares |
$ | (0.29 | ) | $ | (0.00 | ) | ||
| Basic and diluted weighted average number of Class A common stock redeemable shares |
20,481,452 | 0 | ||||||
| Net Income per common share, Class B common stock non-redeemable shares |
$ | (0.29 | ) | $ | (0.00 | ) | ||
| Basic and diluted weighted average number of Class B common stock non-redeemable shares |
6,207,710 | 5,625,000 | ||||||
| Balance Sheet Data |
September 30, 2021 |
January 22, 2021 |
||||||
| Total assets |
$ | 254,819,737 | $ | 100,000 | ||||
| Total liabilities |
$ | 32,961,632 | $ | 75,604 | ||||
| Total stockholders’ (deficit) equity |
$ | (31,907,875 | ) | $ | 24,396 | |||
44
RISK FACTORS
In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the Combined Company’s business, reputation, revenue, financial condition, results of operations and future prospects, in which event the market price of Combined Company Class A Common Stock could decline, and you could lose part or all of your investment.
Risks Related to Dave’s Business and Industry
The following risk factors will apply to Dave’s business and operations following the completion of the Business Combination. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of Dave and its business, financial condition and prospects following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements.” Dave may face additional risks and uncertainties that are not presently known to it, or that it currently deems immaterial, which may also impair Dave’s business or financial condition. The following discussion should be read in conjunction with the financial statements of Dave and notes to the financial statements included herein.
Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to Dave and its subsidiaries prior to the consummation of the Business Combination, which will be the Combined Company and any subsidiaries following the consummation of the Business Combination.
The industries in which we compete are highly competitive, which could adversely affect our results of operations.
The industries in which we compete are highly competitive and subject to rapid and significant changes. We compete against companies and financial institutions across the retail banking, financial services, consumer technology and financial technology services industries, as well as other nonbank lenders serving credit-challenged consumers, including online marketplace lenders, check cashers, lenders and payday lenders. We may compete with others in the market who may in the future provide offerings similar to ours, particularly companies who may provide money management, lending and other services though a platform similar to our platform. These and other competitors in the banking and financial technology industries are introducing innovative products and services that may compete with ours. We expect that this competition will continue as banking and financial technology industries continue to evolve, particularly if
point-of-sale
non-traditional
non-recourse
advance providers and other parties gain greater market share in these industries. If we are unable to differentiate our products and platform from and successfully compete with those of our competitors, our business, results of operations and financial condition will be materially and adversely affected. Many existing and potential competitors are entities substantially larger in size, have more resources, are more highly diversified in revenue and substantially more established with significantly more brand awareness than ours. As such, many of our competitors can leverage their size, robust networks, financial wherewithal, brand awareness, pricing power and technological assets to compete with us. To the extent new entrants gain market share, the purchase and use of our products and services would decline. If price competition materially intensifies, we may have to decrease the prices of our products and services, which would likely adversely affect the results of operations.
Our long-term success depends on our ability to compete effectively against existing and potential competitors that seek to provide banking and financial technology products and services. If we fail to compete effectively