UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. __)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dave Inc.
(f/k/a VPC Impact Acquisition Holdings III, Inc.)
(Name of Issuer)Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
23834J102
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☑
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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G2254A109
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1
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NAMES OF REPORTING PERSONS
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Corbin ERISA Opportunity Fund, Ltd.
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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|||
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||||
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6
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SHARED VOTING POWER
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2,371,5931
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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||||
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8
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SHARED DISPOSITIVE POWER
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2,371,5931
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,371,5931
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.1%
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| OO |
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||||
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1
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Consists of (i) 2,143,275 shares of common stock of the issuer, and (ii) 228,318 shares of common stock issuable upon the exercise of warrants of the
issuer.
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CUSIP No.
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G2254A109
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1
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NAMES OF REPORTING PERSONS
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Pinehurst Partners, L.P.
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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|||
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||||
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6
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SHARED VOTING POWER
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2,371,5931
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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2,371,5931
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,371,5931
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| PN |
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|||
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||||
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1
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Consists of (i) 2,143,275 shares of common stock of the issuer, and (ii) 228,318 shares of common stock issuable upon the exercise of warrants of the issuer.
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CUSIP No.
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G2254A109
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|
1
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NAMES OF REPORTING PERSONS
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Corbin Capital Partners, L.P.
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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|||
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||||
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6
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SHARED VOTING POWER
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5,784,3731
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||||
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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5,784,3731
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,784,3731
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|||
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||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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22.3%
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| PN |
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|||
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||||
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1
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Consists of (i) 5,227,500 shares of common stock of the issuer, (ii) 556,873 shares of common stock issuable upon the exercise of warrants of the issuer.
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CUSIP No.
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G2254A109
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1
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NAMES OF REPORTING PERSONS
|
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Corbin Capital Partners GP, LLC
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
|
|
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| 0 |
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|||
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||||
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6
|
SHARED VOTING POWER
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||
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5,784,3731
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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5,784,3731
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|||
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||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,784,3731
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
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|||
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|
|
||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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||
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22.3%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
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||
| PN |
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|||
|
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||||
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1
|
Consists of (i) 5,227,500 shares of common stock of the issuer, (ii) 556,873 shares of common stock issuable upon the exercise of warrants of the issuer.
|
|
CUSIP No.
|
G2254A109
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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Corbin Capital Partners GP, LLC
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|
|
|||
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|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
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||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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United States
|
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|
|||
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
5,784,3731
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
5,784,3731
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,784,3731
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
22.3%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
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|||
|
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||||
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1
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Consists of (i) 5,227,500 shares of common stock of the issuer, (ii) 556,873 shares of common stock issuable upon the exercise of warrants of the issuer.
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Item 1(a)
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Name of Issuer
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The name of the issuer is Dave, Inc. (f/k/a as VPC Impact Acquisition Holdings III) (the “Company”).
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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The Company’s principal executive offices are located at 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606.
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Item 2(a)
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Name of Person Filing
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This statement is filed by on behalf of the following persons (collectively, the “Reporting Persons”):
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(i)
(ii)
(iii)
(iv)
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Corbin ERISA Opportunity Fund, Ltd., a Cayman Islands exempted company;
Pinehurst Partners, L.P., a Delaware limited partnership;
Corbin Capital Partners, L.P., a Delaware limited partnership;
Corbin Capital Partners GP, LLC, a Delaware limited liability company;
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Item 2(b)
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Address of Principal Business Office or, if None, Residence
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The address of the business office of each of the Reporting Persons is 590 Madison Avenue, 31st Floor, New York, NY 10022.
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Item 2(c)
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Citizenship
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Corbin ERISA Opportunity Fund, Ltd. is organized under the laws of the Cayman Islands. Pinehurst Partners, L.P., Corbin Capital Partners, L.P. and Corbin Capital Partners GP,
LLC are organized under the laws of the State of Delaware.
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Item 2(d)
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Title of Class of Securities
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Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”).
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Item 2(e)
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CUSIP No.
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23834J102
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Item 3.
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If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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Not Applicable.
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Item 4.
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Amount Beneficially Owned
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Amount beneficially owned:
Corbin ERISA Opportunity Fund, Ltd. - 2,371,593
Pinehurst Partners, L.P. - 2,371,593
Corbin Capital Partners, L.P. - 5,784,373
Corbin Capital Partners GP, LLC - 5,784,373
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Item 4(b)
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Percent of Class
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Percent of class:
Corbin ERISA Opportunity Fund, Ltd. - 9.1%
Pinehurst Partners, L.P. - 9.1%
Corbin Capital Partners, L.P. - 22.3%
Corbin Capital Partners GP, LLC - 22.3%
The percentages used herein are calculated based upon 25,933,471 shares of Common Stock, which consists of (i) 25,376,598 shares of Common Stock reported to be outstanding as of
November 12, 2021, as reported in the Company’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 12, 2021,
and (ii) 556,873 shares of Common Stock issuable upon the exercise of warrants of the Company.
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Item 4(c)
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Number of Shares to which such Reporting Person has
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Number of shares to which such Reporting person has: | |
|
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(i) |
Sole Power to vote or to direct the vote |
|
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Corbin ERISA Opportunity Fund, Ltd. - 0 |
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Pinehurst Partners, L.P. - 0 |
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Corbin Capital Partners, L.P. - 0
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||
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Corbin Capital Partners GP, LLC - 0 |
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(ii)
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Shared power to vote or to direct the vote: | |
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Corbin ERISA Opportunity Fund, Ltd. - 2,371,593
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||
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Pinehurst Partners, L.P. - 2,371,593
|
||
| Corbin Capital Partners, L.P. - 5,784,373 | ||
| Corbin Capital Partners GP, LLC - 5,784,373 | ||
| (iii) |
Sole power to dispose or to direct the disposition of: | |
| Corbin ERISA Opportunity Fund, Ltd. - 0 | ||
| Pinehurst Partners, L.P. - 0 | ||
| Corbin Capital Partners, L.P. - 0 | ||
| Corbin Capital Partners GP, LLC - 0 | ||
| (iv) |
Shared power to dispose or to direct the disposition of: | |
| Corbin ERISA Opportunity Fund, Ltd. - 2,371,593 | ||
| Pinehurst Partners, L.P. - 2,371,593 | ||
| Corbin Capital Partners, L.P. - 5,784,373 | ||
| Corbin Capital Partners GP, LLC - 5,784,373 | ||
|
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check following □.
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Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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The information in Items 2 and 4 is hereby incorporated by reference.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
|
Notice of Dissolution of Group
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Not Applicable.
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
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Corbin ERISA Opportunity Fund, Ltd.
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|||
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|||
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By:
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Corbin Capital Partners, L.P.
|
|||
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Its:
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Investment Manager
|
|||
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By:
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/s/ Daniel Friedman
|
||
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Name:
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Daniel Friedman
|
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Title:
|
General Counsel
|
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|||
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|||
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Pinehurst Partners, L.P.
|
|||
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|
|||
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By:
|
Corbin Capital Partners, L.P.
|
|||
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Its:
|
Investment Manager
|
|||
|
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By:
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/s/ Daniel Friedman
|
||
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Name:
|
Daniel Friedman
|
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Title:
|
General Counsel
|
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|||
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|
|||
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Corbin Capital Partners L.P.
|
|||
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|
|||
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By:
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/s/ Daniel Friedman
|
||
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|
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Name:
|
Daniel Friedman
|
|
|
|
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Title:
|
General Counsel
|
|
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|
|
|||
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Corbin Capital Partners GP, LLC
|
|||
|
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By:
|
/s/ Daniel Friedman
|
||
|
|
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Name:
|
Daniel Friedman
|
|
|
Title:
|
Authorized Signatory
|
|||
Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G in respect
of the Common Stock of Dave, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be
responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
EXECUTED this 14th day of February 2022
|
|
Corbin ERISA Opportunity Fund, Ltd.
|
||
|
|
|
||
|
By:
|
Corbin Capital Partners, L.P.
|
||
|
Its:
|
Investment Manager
|
||
|
|
By:
|
/s/ Daniel Friedman
|
|
|
|
|
Name:
|
Daniel Friedman
|
|
|
|
Title:
|
General Counsel
|
|
|
|
||
|
|
Pinehurst Partners, L.P.
|
||
|
|
|
||
|
By:
|
Corbin Capital Partners, L.P.
|
||
|
Its:
|
Investment Manager
|
||
|
|
By:
|
/s/ Daniel Friedman
|
|
|
|
|
Name:
|
Daniel Friedman
|
|
|
|
Title:
|
General Counsel
|
|
|
|
||
|
|
|
||
|
|
Corbin Capital Partners L.P.
|
||
|
|
|
||
|
|
By:
|
/s/ Daniel Friedman
|
|
|
|
|
Name:
|
Daniel Friedman
|
|
|
|
Title:
|
General Counsel
|
|
|
|
||
|
|
Corbin Capital Partners GP, LLC
|
||
|
|
By:
|
/s/ Daniel Friedman
|
|
|
|
|
Name:
|
Daniel Friedman
|
|
Title:
|
Authorized Signatory
|
||