Filed Pursuant to Rule 424(b)(3)

Registration No. 333-262478

PROSPECTUS SUPPLEMENT NO.1

(to Prospectus dated February 11, 2022)

Dave Inc.

Up to 319,960,376 Shares of Class A Stock

Up to 11,444,364 Shares of Class A Common Stock Issuable Upon Exercise of

Warrants

Up to 5,100,214 Warrants

This prospectus supplement supplements the prospectus dated February 14, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-262478), that relates to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of up to (i) 331,404,740 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), which consists of up to (a) 21,000,000 shares of Class A Common Stock issued in a private placement pursuant to subscription agreements entered into on June 7, 2021, (b) 48,450,639 shares of Class A Common Stock that are issuable by us upon conversion of our Class V common stock, par value $0.0001 per share (the “Class V Common Stock”), (c) 5,392,528 shares of Class A Common Stock originally issued in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”) in connection with the initial public offering (the “IPO”) of our predecessor, VPC Impact Acquisition Holdings III, Inc. (“VPCC”), 51,000 of which were subsequently distributed to certain equityholders of VPCC, (d) 5,100,214 shares of Class A Common Stock that are issuable by us upon the exercise of 5,100,214 warrants originally issued in a private placement to the Sponsor in connection with the IPO at an exercise price of $11,50 per share of Class A Common Stock, (e) 6,344,150 shares of Class A Common Stock that are issuable by us upon the exercise of 6,344,150 warrants originally issued in connection with the IPO at an exercise price of $11,50 per share of Class A Common Stock that were previously registered (the “Public Warrants”), (f) 244,949,074 shares of Class A Common Stock issued upon consummation of our Business Combination (as defined in the Prospectus) and held by certain of our directors and officers and other holders of registration rights, and (g) 168,135 shares of Class A Common Stock underlying the options held by certain former employees of Dave Inc. prior to the Business Combination and (ii) up to 5,100,214 Private Warrants.

Our Class A Common Stock and Public Warrants are listed on the Nasdaq Global Market (“Nasdaq”) under the symbols “DAVE” and “DAVEW”, respectively. On March 30, 2022 the closing sale price as reported on Nasdaq of our Class A Common Stock was $7.77 per share and of our Public Warrants was $1.58 per warrant.

This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in: (i) our Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2022, (ii) our Report on Form 8-K, filed with the SEC on March 23, 2022, (iii) our Amendment No. 1 to the Report on Form 8-K, filed with the SEC on March 25, 2022 to amend the Report on Form 8-K initially filed with the SEC on January 11, 2022, (iv) our Report on Form 8-K, filed with the SEC on March 28, 2022, and (v) our Report on Form 8-K, filed with the SEC on March 31, 2022. Accordingly, we have attached each such Form 8-K to this prospectus supplement.

This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the Prospectus.

We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, are subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in our securities in “Risk Factors” beginning on page 14 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 31, 2022.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 21, 2022

DAVE INC.

(Exact name of registrant as specified in its charter)

750 N. San Vicente Blvd. 900W

West Hollywood, CA 90069

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (844) 857-3283

1265 South Cochran Avenue

Los Angeles, CA 90069

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

On March 21, 2022, Dave Inc., a Delaware corporation (the “Company”), entered into a Convertible Note Purchase Agreement (“Purchase Agreement”) with FTX Ventures Ltd., owner and operator of FTX US (the “Purchaser”), providing for the purchase and sale of a Convertible Note in the initial principal amount of $100.0 million (the “Note” and the transactions contemplated by the Purchase Agreement and the Note, the “Transaction”). The Transaction is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act. The Company intends to use the proceeds from the sale of the Note for working capital and general corporate purposes.

The Note bears interest at a rate of 3.00% per year (compounded semi-annually), payable semi-annually in arrears on June 30th and December 31th of each year. Interest may be paid in-kind or in cash, at the Company’s option. Forty-eight months (the “Maturity Date”) after the date of the initial issuance of the Note (the “Issuance Date”), the Company will pay the Purchaser the sum of (i) the outstanding principal amount of the Note, plus (ii) all accrued but unpaid interest thereon, plus (iii) all expenses incurred by the Purchaser (the “Redemption Price”). Payment of the Redemption Price on the Maturity Date will constitute a redemption of the Note in whole.

During the term of the Note, the Note will be convertible into shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”) at the option of the Purchaser, upon delivery on one or more occasions of a written notice to the Company electing to convert the Note or all of any portion of the outstanding principal amount of the Note. The initial conversion price of the Note is $10.00 per share of Common Stock (the “Conversion Price”). The conversion price of the Note is subject to adjustment for stock splits, dividends or distributions, recapitalizations, spinoffs or similar transactions. The Note and the shares of Common Stock issuable upon conversion of the Note have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration requirements.

Beginning on the twenty-four-month anniversary of the Issuance Date continuing until the Maturity Date, if the closing price of the Common Stock equals or exceeds 175% of the Conversion Price for 20 out of the 30 consecutive trading days ending immediately preceding the delivery of the notice of the Company’s election to convert the Note, the Note will be convertible into shares of Common Stock at the option of the Company, upon delivery of a written notice to the Purchaser electing to convert the Note or all or any portion of the outstanding principal amount of the Note.

At any time prior to the Maturity Date, the Company may, in its sole discretion and upon delivery of a written notice to the Purchaser electing to prepay the Note, prepay the Note without penalty by paying the Purchaser 100% of the Redemption Price. Once the Redemption Price has been delivered to the Purchaser, the Note will be cancelled and retired.

Conversion of the full initial principal amount of the Note would result in the issuance of 10,000,000 shares of Common Stock if converted at $10.00 per share, which amount is subject to increase by any interest paid in kind that is added to the outstanding principal under the terms of the Note.

The Purchase Agreement and Note include customary representations, warranties and covenants and set forth standard events of default upon which the Note may be declared immediately due and payable.

A copy of the Note and the Purchase Agreement are filed as Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing description of the Note and the Purchase Agreement is qualified in its entirety by reference to such exhibits.

On March 21, 2022, the Company issued a press release (the “Earnings Press Release”) announcing its financial results for the full year ended December 31, 2021. The Earnings Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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The information included in this Item 2.02 and in the Earnings Press Release attached hereto as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

On March 21, 2022, the Company also issued a press release regarding the Transaction (the “Transaction Press Release”). A copy of the Transaction Press Release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

The information included in this Item 7.01 and in the Transaction Press Release attached hereto as Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

On March 21, 2022, the Company also entered into a White Label Services Agreement (the “Services Agreement”) with West Realm Shire Services, Inc., d/b/a FTX US (“FTX”). The Services Agreement allows the Company’s customers to establish accounts with FTX to place orders for eligible cryptocurrencies and for the settlement of such orders. During the four year term of the Services Agreement, FTX will be the Company’s exclusive provider of such cryptocurrency services.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 4.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THEY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. ANY PROPOSED TRANSFER OR RESALE OF SUCH SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT SUCH TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

CONVERTIBLE NOTE

FOR VALUE RECEIVED, Dave Inc., a Delaware corporation (the “Issuer”), hereby promises to pay FTX Ventures Ltd. or its permitted assigns (the “Holder”) the amount set out above as the Original Principal Amount, as such amount may be (i) increased pursuant to the payment of PIK Interest (as defined below), or (ii) reduced pursuant to any conversion effected in accordance with the terms hereof or pursuant to any repurchase effected in accordance with the terms hereof (the balance of such amount from time to time being the “Outstanding Principal Balance”), when due, whether upon the Maturity Date (as defined below), acceleration, or otherwise (in each case in accordance with the terms hereof). This Convertible Note (including all Convertible Notes issued in exchange, transfer or replacement hereof) (the “Note”), is issued pursuant to the Purchase Agreement on the Issuance Date. Certain capitalized terms used herein are defined in Section 21 below. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

1. PAYMENTS OF PRINCIPAL.

(a) The Repayment Amount shall be due and payable on the Maturity Date.

(b) The “Maturity Date” shall be March 21, 2026.

(c) Unless the Holder has earlier delivered written notice in the form of Exhibit I to the Company stating that the Holder elects to convert all or part of the Outstanding Principal Balance represented by this Note, the Issuer may voluntarily prepay or redeem the Note in full at any time prior to the Maturity Date upon at least ten (10) Business Days’ written notice to the Holder.

2. INTEREST; INTEREST RATE.

(a) During the term of this Note, Interest shall accrue on the Outstanding Principal Balance of this Note at an annual interest rate of 3.0%, commencing on the Issuance Date, semi-annually on each June 30 and December 30, commencing June 30, 2022 (each, an “Interest Payment Due Date”). Interest shall be payable semi-annually in arrears on each Interest Payment Due Date, at the Issuer’s option, either (i) in cash or (ii) by increasing the principal amount of this Note by the amount of such Interest (with such increased amount thereafter accruing Interest as well) on each Interest Payment Due Date (“PIK Interest”).

(b) If the Issuer intends to pay cash with respect to the Interest due on any Interest Payment Due Date in accordance with Section 2(a), the Issuer shall deliver a written notice of such election (a “Cash Interest Election”) to the Holders on or before the third (3^rd) calendar day immediately prior to the applicable Interest Payment Due Date.

(c) If the Issuer has not delivered a Cash Interest Election with respect to an Interest Payment Due Date on or before the third (3^rd) calendar day immediately prior to the applicable Interest Payment Due Date, the principal amount of this Note will be increased by the amount of Interest payable on such Interest Payment Due Date, and the Issuer shall make a record on its books of such increase.

(d) Interest hereunder will be paid to the Holder as provided in Section 16(b). All Interest will be computed on the basis of a 360-day year of twelve (12) 30-day months.

3. CONVERSION.

(a) Conversion Right. Upon compliance with the provisions of this Section 3, the Holder shall have the right to convert all or any portion the Note Obligation Amount into shares of Class A Common Stock at any time prior to 5:00 p.m. New York City time on the Trading Day immediately preceding the Maturity Date, in each case, at the then applicable Conversion Price (the “Conversion Right”).

(b) Mechanics of Conversion.

(i) In order to exercise its rights pursuant to Conversion Right, the Holder shall deliver written notice in the form of Exhibit I to the Company stating that the Holder elects to convert all or part of the Outstanding Principal Balance represented by this Note. Such notice shall state the Outstanding Principal Balance which the Holder seeks to convert. The date contained in the notice (which date shall be no earlier than the Trading Day immediately following the date of the notice) shall be the date of conversion of the Note (such date of conversion, the “Conversion Date”) and the Holder shall be deemed to be the beneficial owner of the underlying shares of Class A Common Stock as of such date.

(ii) The Holder of this Note shall be deemed to beneficially own the Class A Common Stock underlying this Note as of the applicable Conversion Date. Not later than three (3) Trading Days following the Conversion Date, the Company shall promptly issue and deliver to the Holder a certificate or certificates for the number of shares of Class A Common Stock to which the Holder is entitled and, in the case where only part of a Note is converted, the Company shall execute and deliver (at its own expense) a new Note of any authorized denomination as requested by the Holder in an aggregate principal amount equal to and in exchange

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for the unconverted portion of the principal amount of the Note so surrendered. In lieu of delivering physical certificates representing the shares of Class A Common Stock issuable upon conversion of Note, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder, the Company may, at its election (and shall cause its transfer agent to electronically transmit the shares of Class A Common Stock issuable upon conversion of this Note to the Holder, by crediting the account of Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, if such DWAC system is available for the issuance of such shares of Class A Common Stock under the terms of this Note and the Purchase Agreement. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The conversion pursuant to Section 3 shall be deemed to have been made immediately prior to the opening of business on the applicable Conversion Date. The person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated as the beneficial owner of such shares of Class A Common Stock at the opening of business on the applicable Conversion Date.

(iii) No fractional shares of Class A Common Stock shall be issued upon any conversion of the Note pursuant to this Section 3. In lieu of fractional shares, the Company shall pay cash equal to such fraction multiplied by the Closing Price of the Class A Common Stock on the Conversion Date.

(c) Adjustment for Share Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date effect a subdivision of the outstanding shares of Class A Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Issuance Date combine the outstanding shares of Class A Common Stock, the Conversion Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(d) Adjustment for Certain Dividends and Distributions. In the event the Company at any time or from time to time after the Issuance Date shall make or issue a dividend or other distribution payable in (x) additional shares of Class A Common Stock, then and in each such event the Conversion Price shall be decreased as of the time of such issuance, by multiplying such Conversion Price by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock outstanding immediately prior to such issuance and the denominator of which shall be the total number of shares of Class A Common Stock outstanding immediately prior to such issuance plus the number of such additional shares of Class A Common Stock issuable in payment of such dividend or distribution; (y) in cash, then and in each such event, the Conversion Price shall be decreased as of the time of such issuance, by multiplying such Conversion Price by a fraction, the numerator of which shall be the Closing Price of the Class A Common Stock on the Trading Day immediately preceding the ex-dividend date for such dividend and distribution minus the amount in cash per share of Class A Common Stock that the Company dividends or distributes, and the denominator of which shall be the Closing Price of the Class A Common Stock on the

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Trading Day immediately preceding the ex-dividend date for such dividend and distribution; (z) shares of Capital Stock, evidences of indebtedness, or any other asset (collectively, the “Distributed Property”), then and in each such event, the Conversion Price shall be decreased as of the time of such issuance, by multiplying such Conversion Price by a fraction, the numerator of which shall be the Closing Price of the Class A Common Stock on the Trading Day immediately preceding the ex-dividend date for such dividend and distribution minus the fair market value (as determined in good faith by the Board) of the Distributed Property distributed with respect to each share of Class A Common Stock, and the denominator of which shall be the Closing Price of the Class A Common Stock on the Trading Day immediately preceding the ex-dividend date for such dividend and distribution.

(e) Adjustment for Reclassification, Exchange or Substitution. If the shares of Class A Common Stock issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of shares, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares, share dividend or reorganization, reclassification, merger, consolidation or asset sale provided for elsewhere in this Section 3), then and in each such event the Holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares and other securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of shares of Class A Common Stock into which the Note might have been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

(f) Reorganizations, Mergers, Consolidations or Asset Sales. If at any time after the Issuance Date there is a tender offer, exchange offer, merger, consolidation, recapitalization, sale of all or substantially all of the Company’s assets or reorganization involving the shares of Class A Common Stock (collectively, a “Capital Reorganization”) (other than a merger, consolidation, sale of assets, recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 3), as part of such Capital Reorganization, provision shall be made so that the Holder will thereafter be entitled to receive upon conversion of this Note the number of shares or other securities or property of the Company to which a holder of the number of shares of Class A Common Stock deliverable upon conversion immediately prior to such Capital Reorganization would have been entitled on such Capital Reorganization, subject to adjustment in respect to such shares or securities by the terms thereof. In any such case, appropriate adjustment will be made in the application of the provisions of this Section 3 with respect to the rights of the Holder after the Capital Reorganization to the end that the provisions of this Section 3 (including adjustment of the Conversion Price then in effect and the number of shares issuable upon conversion of this Note) and the provisions of the Agreement will be applicable after that event and be as nearly equivalent as practicable. In the event that the Company is not the surviving entity of any such Capital Reorganization, each Note shall become Notes of such surviving entity, with the same powers, rights and preferences as provided herein.

(g) Certificate as to Adjustments or Distributions. Upon the occurrence of each adjustment of the Conversion Price or distribution to holders pursuant to this Section 3, the Company at its expense shall promptly compute such adjustment or distribution in accordance with the terms hereof and furnish to the Holder a certificate setting forth the terms of such adjustment or distribution and showing in detail the facts upon which such adjustment or distribution are based and shall file a copy of such certificate with its corporate records.

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(h) Notice of Record Date. In the event: (i) that the Company declares a dividend (or any other distribution) on its Class A Common Stock payable in shares of Class A Common Stock, securities, or other assets, rights or properties; (ii) that the Company subdivides or combines its outstanding shares of Class A Common Stock; (iii) of any reclassification of the shares of Class A Common Stock (other than a subdivision or combination of the Company’s outstanding shares of Class A Common Stock or a share dividend or share distribution thereon); (iv) of any Capital Reorganization; or (v) of the involuntary or voluntary dissolution, liquidation or winding up of the Company, then the Company shall notify the Holder in writing, at least ten (10) days prior to the record date specified in (A) below or twenty (20) days prior to the date specified in (B) below, a notice stating: (A) the record date of such dividend, distribution, subdivision or combination, or, if a record is not to be taken, the date as of which the holders of shares of Class A Common Stock of record to be entitled to such dividend, distribution, subdivision or combination are to be determined, or (B) the date on which such reclassification, Capital Reorganization, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Class A Common Stock of record shall be entitled to exchange their shares of Class A Common Stock for securities or other property deliverable upon such reclassification, Capital Reorganization, dissolution or winding up.

(i) Notice of Adjustment to Conversion Price. The Company will provide prompt written notice to the Holder upon the occurrence of any adjustment to the Conversion Price.

4. REPURCHASE RIGHT UPON A FUNDAMENTAL CHANGE.

(a) Upon the occurrence of a Fundamental Change, the Holder will have the right to require the Company to repurchase all or any part of the Note pursuant to an offer as provided in this Section 4 (the “Fundamental Change Offer”) at an offer price in cash equal to Outstanding Principal Balance as of the Fundamental Change Payment Date (the “Fundamental Change Payment”).

(b) On or before the 30th calendar day after a Fundamental Change, the Company shall give to the Holder notice (the “Fundamental Change Notice”) of the occurrence of the Fundamental Change and of the Holder’s right to receive the Fundamental Change Payment arising as a result thereof. Each notice of the Holder’s right to participate in the Fundamental Change Offer (the “Fundamental Change Repurchase Right”) shall state:

(i) the date on which this Note shall be repurchased (the “Fundamental Change Payment Date”), which date shall be no later than 60 calendar days from the date of the Company’s delivery of the Fundamental Notice;

(ii) the date by which the Fundamental Change Repurchase Right must be exercised, which date shall be no earlier than the close of business on the Trading Day immediately prior to the Fundamental Change Payment Date;

(iii) the amount of the Fundamental Change Payment;

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(iv) a description of the procedure which the Holder must follow to exercise the Fundamental Change Repurchase Right, and the place or places where this Note is to be surrendered for payment of the Fundamental Change Payment; and

(v) the Conversion Price then in effect and the place where this Note may be surrendered for conversion.

No failure by the Company to give the Fundamental Change Notice and no defect in any Fundamental Change Notice shall limit the Holder’s right to exercise its Fundamental Change Repurchase Right or affect the validity of the proceedings for the repurchase of this Note.

(c) To exercise the Fundamental Change Repurchase Right, the Holder shall deliver to the Company, on or before the date that is two (2) Trading Days prior to the Fundamental Change Payment Date, (i) written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the Outstanding Principal Balance to be repurchased, and a statement that an election to exercise the Fundamental Change Repurchase Right is being made thereby, and (ii) the Note with respect to which the Fundamental Change Repurchase Right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Note shall continue until midnight (Eastern Time) the date that is two (2) Trading Days preceding the Fundamental Change Repurchase Date.

(d) On the Fundamental Change Payment Date, the Company will (i) accept for payment this Note or portions thereof properly tendered pursuant to the Fundamental Change Offer and (ii) deliver cash in the amount of the Fundamental Change Payment to each Holder in respect of this Note or portions thereof so tendered.

(e) The Company will comply with the requirements of Rule 14e-1 promulgated under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of this Note as a result of a Fundamental Change.

(f) If this Note is to be repurchased only in part, this Note shall be surrendered to the Company and the Company shall execute and make available for delivery to the Holder without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the Outstanding Principal Balance so surrendered.

5. RIGHT OF THE COMPANY TO CONVERT THIS NOTE.

(a) Upon compliance the terms of this Section 5, the Company has the right, at its sole election, to convert the Note Obligation Amount into shares of Class A Common Stock at any time and from time to time, on or after March 21, 2024 and on or before the Trading Day immediately before the Maturity Date, at the then applicable Conversion Price, but only if the Closing Price per share of Class A Common Stock exceeds one hundred and seventy-five percent (175%) of the Conversion Price on each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the Company Conversion Notice Date for such Company Conversion.

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(b) If payment of this Note has been accelerated as the result of an Event of Default or in connection with a Fundamental Change, and such acceleration has not been rescinded on or before the Company Conversion Date, then the Company may not convert this Note pursuant to this Section 5.

(c) The Company Conversion Date for any Company Conversion will be a Business Day of the Company’s choosing that is no more than thirty (30) Trading Days, nor less than ten (10) Trading Days after the Company Conversion Notice Date for such Company Conversion.

(d) To convert this Note pursuant to this Section 5, the Company must send to the Holder a written notice of such Company Conversion (a “Company Conversion Notice”). The Company Conversion Notice must state: (i) that this Note is being converted into shares of Class A Common Stock pursuant to this Section 5, (ii) the Company Conversion Date for such conversion; and (iii) the Conversion Price in effect on the Company Conversion Notice Date for such conversion and a description and quantification of any adjustments to the Conversion Price that may result from such conversion.

(e) The conversion mechanics and Conversion Price (and other) adjustments of Section 3 shall apply mutatis mutandis to this Section 5.

6. DEFAULT. This Note shall be subject to the Event of Default provisions set forth in Section 6.3 of the Purchase Agreement.

7. REMEDIES. On the occurrence of an Event of Default that has not been timely cured as provided in the Purchase Agreement:

(a) Acceleration of Note. If an Event of Default shall have occurred and be continuing, then the Acceleration Holders may, at such Acceleration Holders’ option, declare all sums due to the Holders of the Notes pursuant to the Notes to be immediately due and payable, whereupon the same will become forthwith due and payable and the Acceleration Holders will be entitled to proceed to selectively and successively enforce the Holder’s rights under the Purchase Agreement or any other instruments delivered to the Holder in connection with the Purchase Agreement (including any Notes); provided, however, that the occurrence of any Event of Default of the type specified in Section 6.3(f) of the Purchase Agreement shall cause the aggregate Repayment Amount to be, and the same shall thereupon become, immediately due and payable, without any further notice and without any presentment, demand, or protest of any kind, all of which are hereby expressly waived by the Issuer. The right to plead any and all statutes of limitations as a defense to any demands hereunder is hereby waived to the full extent permitted by law. No delay by Holder shall constitute a waiver, election or acquiescence by it.

(b) Waiver of Default. The Holders shall, upon execution of an instrument or instruments in writing signed by the Requisite Holders, waive (and shall be deemed to have waived) any Event of Default which has occurred together with any of the consequences of such Event of Default and, in such event, the Holders and the Issuer will be restored to their respective

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former positions, rights and obligations hereunder; provided that, with respect to any Event of Default under Sections 6.3(a) or 6.3(f) of the Purchase Agreement, such waiver shall only be effective with respect to this Note if consented to in writing by the Holder hereunder. Any Event of Default so waived will, for all purposes of this Note with respect to the Holder, be deemed to have been cured and not to be continuing, but no such waiver will extend to any subsequent or other Event of Default or impair any consequence of such subsequent or other Event of Default.

(c) Delays, etc. No failure on the part of the Holder to exercise and no delay in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise by the Holder of any right hereunder preclude any other or further right of exercise thereof or the exercise of any other right.

8. RESERVATION OF AUTHORIZED SHARES. So long as any of the Notes are outstanding, the Issuer shall, on or prior to the date of conversion of any Notes, take all action necessary to reserve the requisite number of shares of its authorized and unissued Class A Common Stock, solely for the purpose of effecting the conversion of this Note, such that the number of shares of Class A Common Stock shall be duly and validly reserved and available for issuance at the time of the conversion of this Note, and upon issuance in accordance with the terms of this Note, the Class A Common Stock will be duly and validly issued, fully paid and nonassessable.

9. VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as expressly provided in this Note or with respect to the Class A Common Stock issuable upon conversion of this Note.

10. AMENDMENT AND WAIVER. This Note, and any of the terms and provisions hereof, may be amended from time to time with (and only with) the written consent of the Requisite Holders and the Issuer; provided that the Issuer shall be entitled to amend this Note to surrender or waive any right on the part of the Issuer. The Requisite Holders may waive compliance by the Issuer with any of the terms hereof. Any amendment or waiver to which the Requisite Holders have consented in writing shall be binding upon all Holders of all Notes. Notwithstanding the foregoing or anything herein to the contrary, without the written consent of Holder, this Note may not be amended to (i) change the stated maturity of the principal of, or the payment date of any installment of Interest on, this Note; (ii) reduce the principal of this Note, or any Interest on, this Note or alter or waive the provisions with respect to the redemption of this Note; (iii) change the place or currency of payment of principal of, or any Interest on, this Note; (iv) adversely affect the right of Holder to convert this Note; or (v) modify the consent requirements for any modification to or amendment of any provision of this Note.

11. TRANSFER AND RELATED PROVISIONS.

(a) Except as provided in, and subject to, Section 6.5 of the Purchase Agreement, this Note may not be directly or indirectly offered, sold, assigned or transferred by the Holder without the prior written consent of the Issuer.

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(b) The Issuer shall maintain and keep updated a register (the “Register”) for the recordation of the names and addresses of the holders of each Note and the Outstanding Principal Balance of the Notes held by such holders (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Issuer and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of principal hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a satisfactory request to assign or sell all or part of any Registered Note by a Holder and the physical surrender of this Note to the Issuer, the Issuer shall record the information contained therein in the Register and issue one or more new Registered Notes, the aggregate Outstanding Principal Balance of which is the same as the entire Outstanding Principal Balance of the surrendered Registered Note, to the designated assignee or transferee pursuant to Section 12.

12. REISSUANCE OF THIS NOTE.

(a) Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Issuer, whereupon the Issuer will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 12(d)), registered as the Holder may request, representing the Outstanding Principal Balance of the Note being transferred by the Holder and, if less than the entire Outstanding Principal Balance of the Note held by the Holder is being transferred, a new Note (in accordance with Section 12(d)) to the Holder representing the Outstanding Principal Balance of the Note not being transferred. The Holder and any transferee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 12(d) following conversion or redemption of any portion of this Note, the Outstanding Principal Balance represented by this Note may be less than the Outstanding Principal Balance stated on the face of this Note.

(b) Lost, Stolen or Mutilated Note. Upon receipt by the Issuer of evidence reasonably satisfactory to the Issuer of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Issuer in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Issuer shall execute and deliver to the Holder a new Note (in accordance with Section 12(d)) representing the Outstanding Principal Balance.

(c) Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Issuer, for a new Note or Notes (in accordance with Section 12(d)) representing in the aggregate the Outstanding Principal Balance of this Note, and each such new Note will represent such portion of such Outstanding Principal Balance as is designated by the Holder at the time of such surrender.

(d) Issuance of New Notes. Whenever the Issuer is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the remaining Outstanding Principal Balance (or in the case of a new Note being issued pursuant to Section 12(a) or Section 12(c), the Outstanding Principal Balance designated by the Holder which, when added to the aggregate Outstanding Principal Balance represented by the other new Notes issued in connection with such issuance, does not exceed the remaining Outstanding Principal Balance under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the

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same rights and conditions as this Note, (v) shall represent accrued and unpaid Interest on the Outstanding Principal Balance of this Note, if any, from the Issuance Date; and (vi) shall be timely prepared and issued by the Issuer, but in no event shall the Issuer issue such new Note more than five (5) Business Days after surrender of this Note or the receipt of the evidence reasonably satisfactory to the Issuer pursuant to Section 12(b), as the case may be.

13. REMEDIES. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise, including injunctive relief or specific performance. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

14. CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Issuer and all the Holders and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

15. FAILURE OR INDULGENCE NOT WAIVER. The Holder shall not by any act or omission be deemed to waive any of its rights or remedies under this Note or the Purchase Agreement unless such waiver shall be in writing and signed by the Holder, and then only to the extent specifically set forth therein.

16. NOTICES AND PAYMENTS.

(a) Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 7.6 of the Purchase Agreement.

(b) Payments. Whenever any payment of cash is to be made by the Issuer to any Person pursuant to this Note, such payment shall be made in cash via wire transfer of immediately available funds to such account as may be provided to the Issuer by Holder. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any Interest Payment Due Date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of Interest due on such date. All payments to be made by the Issuer under this Note to any Holder shall be paid free and clear of and without any deduction or withholding for or on account of, any and all taxes, unless such deduction or withholding is required by law, in which case Issuer shall withhold such taxes and such withheld amounts shall be treated as paid to the Holder to extent they are remitted to the appropriate taxing authority, and no additional amounts shall be required to be made by the Issuer to such person with respect to such taxes deducted or withheld; provided, however, all payments to be made by the Issuer under this Note to any Holder who has timely provided a properly completed and valid Internal Revenue Service Form W-9 and California Franchise Tax Board Form 590 certifying that such person is not subject to United States federal or State of California income tax withholding shall be paid free and clear of and without any deduction or withholding for or on account of, any and all United States federal and State of

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California income taxes, unless otherwise required by a change in applicable law (or interpretation thereof) after the date hereof or pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or similar provision of any state, local or foreign law). In the event that a taxing authority determines that a payment made by Issuer under this Note should have been subject to withholding (or to additional withholding) for taxes, and the Issuer remits such withholding tax to the taxing authority, the Issuer will have the right to offset such amount (including Interest and penalties that may be imposed thereon) against future payment obligations of the Issuer to such person under this Note. The Issuer agrees to keep any tax forms or certifications provided by Holder pursuant to this Section 18(b) or Section 7.1 of the Purchase Agreement confidential, except as the Issuer reasonably determines in good faith to be necessary to comply with applicable law.

17. WAIVER OF NOTICE. To the extent permitted by law, the Issuer hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Purchase Agreement.

18. GOVERNING LAW, JURISDICTION AND SEVERABILITY. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Issuer hereby submits to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Issuer in any other jurisdiction to collect on the Issuer’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder.

19. TAX TREATMENT. The Issuer and the Holder acknowledge and agree that this Note is intended to be treated as a convertible debt instrument that is not subject to the application of the contingent payment debt instrument rules of Treasury Regulation Section 1.1275-4. The Issuer and the Holder each agree to file all tax returns in accordance with the foregoing tax treatment except as required by a change in law (or interpretation thereof) after the date hereof or pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or similar provision of any state, local or foreign law).

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20. NO FIDUCIARY DUTY. Each of the Holders and their Affiliates may have interests, economic or otherwise, that conflict with those of the other Holders, their equityholders and/or their Affiliates.

21. CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:

(a) “Acceleration Holders” means Holders holding at least 25% of the aggregate Outstanding Principal Balance of the then outstanding Notes.

(b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in San Francisco, California are authorized or required by law to remain closed.

(c) “Closing Price” of the shares of Class A Common Stock on any day means the last reported sale price regular way on such day or, in the case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way of the shares of Class A Common Stock, in each case as quoted on The Nasdaq Stock Market, LLC or such other principal securities exchange or inter-dealer quotation system on which the shares of Class A Common Stock are then traded.

(d) “Company Conversion” means the conversion of this Note by the Company pursuant to Section 5.

(e) “Company Conversion Date” means the date fixed for the conversion of this Note by the Company pursuant to a Company Conversion.

(f) “Company Conversion Notice Date” means, with respect to a Company Conversion, the date on which the Company sends the Company Conversion Notice for such Conversion pursuant to Section 5.

(g) “Conversion Price” means $10.00, subject to adjustment as provided in Section 3.

(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(i) “Fundamental Change” shall be deemed to occur upon the earliest to occur (i) a Change in Control, (ii) a Termination of Trading and (iii) the termination of the White Label Services Agreement between Issuer and Holder (the “Services Agreement”) that is initiated by Holder pursuant to either Section 8.2(b) or Section 8.2(d) of the Services Agreement.

(j) “Interest” means interest on any Outstanding Principal Balance from time to time, in the manner and at the rates specified in Section 2 hereof.

(k) “Issuance Date” means the date the Issuer initially issued Notes pursuant to the terms of the Purchase Agreement.

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(l) “Note Obligations Amount” means, as of any time, the then Outstanding Principal Balance together with any accrued and unpaid Interest. For the avoidance of doubt, PIK Interest that has already been reflected in the Outstanding Principal Balance as of the relevant date, shall not also be included in the calculation of accrued and unpaid Interest.

(m) “Person” means an individual or legal entity, including but not limited to a corporation, a limited liability Issuer, a partnership, a joint venture, a trust, an unincorporated organization and a government or any department or agency thereof.

(n) “Purchase Agreement” means that certain Convertible Note Purchase Agreement dated as of the date hereof, by and among the Issuer and the initial holders of the Notes pursuant to which the Issuer issued the Notes.

(o) “Requisite Holders” means Holders holding a majority of the aggregate Outstanding Principal Balance of the then outstanding Notes.

(p) “SEC” means the United States Securities and Exchange Commission.

(q) “Termination of Trading” shall be deemed to occur if the Class A Common Stock (or other common equity into which the Notes are then convertible) is not listed for trading on any of the New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market (or any of their respective successors).

(r) “Trading Day” means, with respect to the Class A Common Stock, each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not generally traded on The Nasdaq Stock Market, LLC (or its successor) or such other principal securities exchange or inter-dealer quotation system on which the shares of Class A Common Stock are then traded.

22. PRIORITY; LEGEND.

(a) This Note is subordinated in right of payment to all current and future secured indebtedness of the Company for borrowed money to banks, commercial finance lenders or other institutions regularly engaged in the business of lending money, including, without limitation, the VPC Credit Facility (the “Senior Debt”). The Company hereby agrees, and by accepting this Note, the Holder hereby acknowledges and agrees, that so long as any Senior Debt is outstanding, upon notice from the holders of such Senior Debt (the “Senior Creditors”) to the Company that an event of default, or any event which the giving of notice or the passage of time or both would constitute an event of default, has occurred under the terms of the Senior Debt (a “Default Notice”), the Company will not make, and the Holder will not receive or retain, any payment under this Note. Nothing in this paragraph will preclude or prohibit the Holder from receiving and retaining any payment hereunder unless and until the Holder has received a Default Notice (which will be effective until waived in writing by the Senior Creditors) or from converting this Note or any amounts due hereunder into Class A Common Stock.

(b) This Note and the indebtedness evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated within ten business days of the Closing Date, among Victory Park Management LLC, FTX Ventures Ltd. and each holder of this Note, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed as of the Issuance Date set out above.

Exhibit I

DAVE INC.

CONVERSION NOTICE

Reference is made to the Convertible Note (the “Note”) issued to the undersigned by Dave Inc. (the “Issuer”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Note Obligations Amount (as defined in the Note) of the Note indicated below into shares of Class A Common Stock (as defined in the Note) as indicated below, as of the date specified below.

Date of Conversion:

Note Obligations Amount to be converted:

Please confirm the following information:

Conversion Price:

Number of shares of the Class A Common Stock to be issued:

Please issue the Class A Common Stock into which the Note is being converted in the following name and to the following address:

Issue to:

Authorization:

Account Number:

  (if electronic book entry transfer)

Transaction Code Number:

  (if electronic book entry transfer)

Address:

  (if physical delivery)

Exhibit 10.1

DAVE INC.

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement (the “Agreement”) is made as of March 21, 2022 (the “Agreement Date”) by and between Dave Inc., a Delaware corporation (the “Company”), and FTX Ventures Ltd. (the “Purchaser”).

The parties hereby agree as follows:

“Affiliate” means with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, controls, or is controlled by or under common control with such specified Person or the spouse, parent or lineal descendent of such other Person; provided, however, that, notwithstanding the foregoing, in no event will the Purchaser or any of the Holders, or any of their respective Affiliates, be deemed to be an Affiliate of the Company for any purpose under this Agreement solely by reason of holding the Note.

“Beneficially Own,” “Beneficially Owned” or “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act. For the avoidance of doubt, for purposes of this Agreement, (i) the Purchaser (or any other person) shall at all times be deemed to have Beneficial Ownership of shares of Class A Common Stock issuable upon conversion of the Note irrespective of any non-conversion period specified in the Note or this Agreement or any restrictions on transfer or voting contained in this Agreement.

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“Board” means the board of directors of the Company.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in San Francisco, California are authorized or required by law to remain closed.

“Bylaws” means the Company’s Bylaws, as amended to date.

“Change in Control” means the occurrence of any of the following events: (i) there occurs a sale, transfer, conveyance or other disposition of all or substantially all of the consolidated assets of the Company, (ii) any Person or “group,” directly or indirectly, obtains Beneficial Ownership of 50% or more of the outstanding Voting Stock, (iii) the Company consummates any merger, consolidation or similar transaction, unless the stockholders of the Company immediately prior to the consummation of such transaction continue to hold (in substantially the same proportion as their ownership of the Company immediately prior to the transaction, other than changes in proportionality as a result of any cash/stock election provided under the terms of the definitive agreement regarding such transaction) more than 50% of all of voting power of the outstanding shares of Voting Stock of the surviving or resulting entity in such transaction immediately following the consummation of such transaction or (iv) a majority of the Board is no longer composed of (x) directors who were directors of the Company on the Closing Date and (y) directors who were nominated for election or elected or appointed to the Board with the approval of a majority of the directors described in subclause (x) together with any incumbent directors previously elected or appointed to the Board in accordance with this subclause (y).

“Code” means the Internal Revenue Code of 1986, as amended.

“Exchange Act” mean the Securities Exchange Act of 1934, as amended.

“GAAP” means U.S. generally accepted accounting principles.

“Governmental Authority” means the government of the United States, any other nation, or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Holder” means a Person in whose name a Note is registered.

“Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, code, ruling, or order of, including the administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, or any agreement with, any Governmental Authority.

“Permitted Transferee” means, with respect to any Holder, any Affiliate of such Holder (including any Affiliate pursuant to a reorganization, recapitalization or other restructuring of such Person).

“Person” shall mean a legal entity, including but not limited to a corporation, a limited liability company, a partnership, a joint venture, a trust, an unincorporated organization and a government or any department or agency thereof.

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“Requisite Holders” shall have the meaning set forth in the Note.

“Restated Certificate” means the Company’s Second Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on January 5, 2022, and as may be amended, modified or restated from time to time.

“Restricted Period” shall the period commencing on the Closing Date and ending on the earlier of (i) the date that is two (2) years following the Closing Date and (ii) the consummation of any Change in Control or entry into a definitive agreement for a transaction that, if consummated, would result in a Change in Control.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

“Standstill Period” means the period commencing on the Closing Date and ending on the earlier of (i) the three (3) year anniversary of the Closing Date, and (ii) the consummation of any Change in Control or entry into a definitive agreement for a transaction that, if consummated, would result in a Change in Control.

“Third Party” means with respect to the Purchaser, a Person other than the Purchaser or any Affiliate of the Purchaser.

“Transaction” means, collectively, the execution, delivery and performance by the Company of this Agreement and the issuance of the Note thereunder on the Closing Date.

“Transfer” means to directly or indirectly sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise) securities owned by a Person.

“Voting Stock” means securities of any class or kind having the power to vote generally for the election of directors, managers or other voting members of the governing body of the Company or any successor thereto.

“VPC Credit Facility” means the credit facility contemplated by that certain Second Amendment to Financing Agreement dated November 11, 2021 by and among Dave OD Funding I, LLC, Dave Inc., Victory Park Management, LLC and the lenders party thereto.

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2. Representations and Warranties of the Company. The Company hereby represents and warrants as of the Agreement Date to the Purchaser that the following representations are true and complete.

2.1. Existence and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, operate and lease its properties, rights and assets and to carry on its business as it is being conducted on the date of this Agreement, and, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company (a “Material Adverse Effect”), has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, rights and assets or conducts any business so as to require such qualification. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each subsidiary of the Company that is a “significant subsidiary” (as defined in Rule 1.02(w) of the SEC’s Regulation S-X) has been duly organized and is validly existing in good standing (to the extent that the concept of “good standing” is recognized by the applicable jurisdiction) under the laws of its jurisdiction of organization.

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3. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the Agreement Date that:

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4. Conditions of the Purchasers’ Obligations at the Initial Closing. The obligations of the Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing Date, of each of the following conditions, unless otherwise waived, with respect to any Purchaser, by the Purchaser.

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5. Conditions of the Company’s Obligations at Closing. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Date, of the following conditions, unless otherwise waived by the Company:

6. Particular Covenants and Events of Default.

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In the event of any Event of Default, the Company shall pay all reasonable attorneys’ fees and costs incurred by the Purchaser in enforcing their rights under the Note and this Agreement and collecting any amounts due and payable under the Note. No right or remedy conferred upon or reserved to the Purchaser under this Agreement is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now and hereafter existing under applicable law. In addition, the Company shall furnish to each Holder upon request, during the continuance of a default or an Event of Default, a list of all then current Holders and their notice information.

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7. Miscellaneous.

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The parties have executed this Note Purchase Agreement as of the date first written above.

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The parties have executed this Note Purchase Agreement as of the date first written above.

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EXHIBIT A

FORM OF NOTE

Exhibit 99.1

Dave Reports Fourth Quarter and Fiscal Year 2021 Financial Results

Provides Fiscal Year 2022 Outlook

LOS ANGELES, CA – March 21, 2022 – Dave Inc. (Nasdaq: DAVE), a banking app on a mission to build products that level the financial playing field, today reported its financial results for the fourth quarter and fiscal year ended December 31, 2021.

“We are pleased with our fourth quarter results, capping off a transformational 2021 for Dave. We reported total operating revenues of $41.2 million in the fourth quarter and now have over 6 million members in the US,” said Jason Wilk, Co-Founder and Chief Executive Officer of Dave. “Our transition in January 2022 to a public company was a significant milestone as we continue on our journey to build products that level the financial playing field. In 2022, we are really excited to continue investing behind the attractive opportunities we see in the market and our growth algorithm.”

Fourth Quarter 2021 Highlights:

Dave defines Net New Members as the number of new Members who join the Dave platform in given period by connecting an existing bank account to the Dave service or by opening a new Dave Banking account, net of the number of accounts deleted by Members or closed by the Company in the same period. Total Members is defined as the number of unique Members that have either connected an existing bank account to the Dave service or have opened a Dave Banking account, less the number of accounts deleted by Members or closed by Dave, as measured at the end of a period. The number Monthly Transacting Members represents the unique number of Members who have made a funding, spending, ExtraCash or subscription transaction within a particular month, measured as the average over a given period. Transactions Per Monthly Transacting Member measures the average number of transactions initiated per Monthly Transacting Member in each month, measured as the average of a given period.

Fiscal Year 2021 Highlights:

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Fiscal Year 2022 Outlook:

The Company expects:

Conference Call

Dave will host a conference call and webcast to discuss fourth quarter and fiscal year 2021 financial results and business operations updates today at 5:00 pm ET. Hosting the call will be Jason Wilk, Co-Founder and Chief Executive Officer, and Kyle Beilman, Chief Financial Officer. The conference call will be webcast live from the Company’s investor relations website at https://investors.dave.com/. A replay will be available on the investor relations website following the call.

About Dave

Dave is a banking app on a mission to build products that level the financial playing field. Dave’s financial tools, including its debit card and spending account, help millions of customers bank, budget, avoid overdraft fees, find work and build credit. For more information, visit www.dave.com.

Forward-Looking Statements

This press release includes forward-looking statements, which are subject to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “feel,” “believes,” expects,” “estimates,” “projects,” “intends,” “should,” “is to be,” or the negative of such terms, or other comparable terminology and include, among other things, the quotations of our Chief Executive Officer and statements regarding Dave’s future performance and other future events that involve risks and uncertainties. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: the ability of Dave to compete in its highly competitive industry; the ability of Dave to keep pace with the rapid technological developments in its industry and the larger financial services industry; the ability of Dave to manage its growth as a public company; disruptions to Dave’s operations as a result of becoming a public company; the ability of Dave 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 Dave members to use competitors’ services; investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings; the effects of the COVID-19 pandemic on Dave’s business; the possibility that Dave may be adversely affected by other economic, business, and/or competitive factors; and those factors discussed in Dave’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 11, 2022 and subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q under the heading “Risk Factors,” filed with the SEC and other reports and documents Dave files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and Dave undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

Non-GAAP Financial Information

This press release contains references to Adjusted EBITDA, non-GAAP operating revenues, non-GAAP operating expenses, non-GAAP variable profit and non-GAAP variable profit margin of Dave, which are adjusted from results based on generally accepted accounting principles in the United States (“GAAP”)

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and exclude certain expenses, gains and losses. The Company defines and calculates Adjusted EBITDA as net loss attributable to Dave before the impact of interest income or expense, provision for income taxes, depreciation and amortization, and adjusted to exclude legal settlement and litigation expenses, other strategic financing and transaction expenses, stock-based compensation expense, and certain other non-core items. The Company defines and calculates non-GAAP operating revenues as operating revenues, net excluding direct loan origination costs and ATM fees. The Company defines and calculates non-GAAP operating expenses as operating expenses excluding non-variable operating expenses. The Company defines non-variable operating expenses as all advertising and marketing operating expenses, compensation and benefits operating expenses, and certain operating expenses (legal, rent, technology/infrastructure, depreciation, amortization, charitable contributions, other operating expenses, one-time Member account activation costs and non-recurring Dave Banking expenses). The Company defines and calculates non-GAAP variable profit as non-GAAP operating revenues excluding non-GAAP operating expenses. The Company defines and calculates non-GAAP variable profit margin as non-GAAP variable profit as a percent of non-GAAP operating revenues.

These non-GAAP financial measures are provided to enhance the user’s understanding of our prospects for the future and the historical performance for the context of the investor. The Company’s management team uses these non-GAAP financial measures in assessing performance, as well as in planning and forecasting future periods. These non-GAAP financial measures are not computed according to GAAP and the methods the Company uses to compute them may differ from the methods used by other companies. Non-GAAP financial measures are supplemental, should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

Refer to the attached financial supplement for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures for the three and twelve months ended December 31, 2021 and 2020.

Dave

Media

press@dave.com

Investors

DaveIR@icrinc.com

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DAVE INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions except share and per share data)

44

DAVE INC. AND SUBSIDIARY

LIQUIDITY AND CAPITAL RESOURCES

(in millions)

45

DAVE INC. AND SUBSIDIARY

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(in millions)

(unaudited)

DAVE INC. AND SUBSIDIARY

RECONCILIATION OF TOTAL OPERATING REVENUES, NET TO NON-GAAP OPERATING REVENUES

(in millions)

(unaudited)

RECONCILIATION OF TOTAL OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES

(in millions)

(unaudited)

CALCULATION OF NON-GAAP VARIABLE PROFIT

(in millions)

(unaudited)

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Exhibit 99.2

FTX Ventures invests $100 million in Dave; companies form strategic partnership

LOS ANGELES, March 21, 2022 – Dave Inc. (Nasdaq: DAVE, DAVEW) (“Dave” or the “Company”), a banking app on a mission to build products that level the financial playing field, today announced a strategic partnership with West Realm Shires Services, Inc., owner and operator of FTX US (“FTX US”), whereby the companies will work together to expand the digital assets ecosystem. FTX Ventures, a $2B venture fund has also invested $100 million in Dave.

With this investment, Dave has significantly enhanced its balance sheet with additional resources to expedite its growth strategy and invest in future initiatives, including those crypto-related. FTX US will serve as the Company’s exclusive partner for cryptocurrencies, and the parties are currently exploring ways to introduce digital asset payments into Dave’s platform, while continuing to improve the customer experience for Dave members.

“This is an exciting milestone for our Company, our shareholders and all Dave members,” said Jason Wilk, Chief Executive Officer of Dave. “We believe blockchain technology has the potential to level the financial playing field across the globe. By aligning with a world-class leader such as FTX US, we are in position to enter the digital asset arena, explore new growth opportunities, and improve the member experience. FTX US is a pioneer in the cryptocurrency ecosystem, and we look forward to working with them long-term to enhance stakeholder value through digital assets.”

FTX US President Brett Harrison commented, “We consistently look to align with companies that share our vision, have unique and disruptive business models, and can help drive widespread adoption of digital assets. Dave is a great fit as they check all three boxes. We see significant growth opportunities ahead for both of our companies and are excited to be working with Dave.”

The $100 million investment was made pursuant to an unsecured convertible note (the “Note”), which bears interest at a rate of 3.00% per year (compounded semi-annually). Interest may be paid in-kind or in cash, at the Company’s option. Forty-eight months (the “Maturity Date”) after the date of the initial issuance of the Note (the “Issuance Date”), the Company will pay the FTX Ventures the sum of (i) the outstanding principal amount of the Note, plus (ii) all accrued but unpaid interest thereon, plus (iii) all expenses incurred by the FTX Ventures (the “Redemption Price”). Payment of the Redemption Price on the Maturity Date will constitute a redemption of the Note in whole. During the term of the Note, the Note will be convertible into shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”) at the option of the FTX Ventures. The initial conversion price of the Note is $10.00 per share of Common Stock, subject to customary adjustments (the “Conversion Price”). Beginning on the twenty-four-month anniversary of the Issuance Date continuing until the Maturity Date, if the closing price of the Common Stock equals or exceeds 175% of the Conversion Price for 20 out of the 30 consecutive trading days ending immediately preceding the delivery of the notice of the Company’s election to convert the Note, the Note will be convertible into shares of Common Stock at the option of the Company, upon delivery of a written notice to the FTX Ventures electing to convert the Note or all or any portion of the outstanding principal amount of the Note. At any time prior to the Maturity Date, the Company may, in its sole discretion and upon delivery of a written notice to the FTX Ventures electing to prepay the Note, prepay the Note without penalty by paying the FTX Ventures 100% of the Redemption Price.

About Dave

Dave is a banking app on a mission to build products that level the financial playing field. Dave’s financial tools, including its debit card and spending account, help millions of customers bank, budget, access ExtraCash before payday, find work and build credit. For more information, visit www.dave.com.

Forward-Looking Statements

This press release includes forward-looking statements, which are subject to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “feel,” “believes,” expects,” “estimates,” “projects,” “intends,” “should,” “is to be,” or the negative of such terms, or other comparable terminology and include, among other things, the quotations of our Chief Executive Officer and statements regarding Dave’s future performance and other future events that involve risks and uncertainties. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: the ability of Dave to compete in its highly competitive industry; the ability of Dave to keep pace with the rapid technological developments in its industry and the larger financial services industry; the ability of Dave to manage its growth as a public company; disruptions to Dave’s operations as a result of becoming a public company; the ability of Dave 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 Dave members to use competitors’ services; investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings; the effects of the COVID-19 pandemic on Dave’s business; the possibility that Dave may be adversely affected by other economic, business, and/or competitive factors; and those factors discussed in Dave’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 11, 2022 and subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q under the heading “Risk Factors,” filed with the SEC and other reports and documents Dave files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and Dave undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

Contacts

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 21, 2022

DAVE INC.

(Exact name of registrant as specified in its charter)

750 N. San Vicente Blvd. 900W

West Hollywood, CA 90069

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (844) 857-3283

1265 South Cochran Avenue

Los Angeles, CA 90069

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐

On March 21, 2022, Dave Inc. (the “Company”) hosted an earnings call to discuss its financial condition and operating results for the year ended December 31, 2021. A transcript of the call is attached hereto as Exhibit 99.1.

The information included in this Item 7.01 and the transcript attached hereto as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

C O R P O R A T E P A R T I C I P A N T S

Jason Wilk, Co-Founder, Chief Executive Officer, President and Chairman of the Board

Kyle Beilman, Chief Financial Officer

C O N F E R E N C E C A L L P A R T I C I P A N T S

John Hecht, Jefferies

Sean Horgan, Rosenblatt Securities

P R E S E N T A T I O N

Operator

Greetings, and welcome to Dave Fourth Quarter 2021 Earnings Call.

At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded.

This afternoon, Dave issued a press release announcing results for the fourth quarter and the fiscal year that ended on December 31, 2021, which can be found on investors.dave.com.

We would like to remind you that during this conference call Management will be making forward-looking statements, including statements regarding expectations related to financial guidance, outlook for the sector and Company, and the expected investment in growth initiatives. Please note these forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties. These statements reflect the Company’s views only as of today and should not be relied upon as representative of views as of any subsequent date, and Dave undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. For further discussion of the material risks and other important factors that could affect our financial results, please refer to the Company’s filings with the SEC, including its Form 8-K, filed with the SEC on January 11, 2022.

In addition, during today’s call, the Company will discuss non-GAAP financial measures, which they are believe are useful as supplement measures of Dave’s performance. These non-GAAP measures should be considered in addition to and not as a substitute for or in isolation from GAAP results. You will find additional disclosures regarding the non-GAAP financial measures discussed on today’s call in Dave’s press release issued this afternoon and its filings with the SEC, each of which is posted on the Dave website.

The webcast of this call will also be available on the Investor Relations section of the Company website.

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It is now my pleasure to introduce your host, Mr. Jason Wilk, CEO, President and Chairman of the Board. Thank you. Mr. Wilk, you may begin.

Jason Wilk

Thank you, Operator. I’d like to add my own welcome to our first earnings call as a public company.

Our public market listing in January was a significant milestone as we continue on our mission to build products that level the financial playing field for millions of Americans. I want to thank all my colleagues and shareholders for making this dream a reality. I am so proud of everything we’ve accomplished so far, and even more excited to take this next step on our journey together.

For today’s call, I would like to begin by providing a brief overview of Dave for those who are not familiar with our story. I will then briefly share some highlights on the quarter, recap our growth strategy to create long-term shareholder value, and then turn it to our CFO, Kyle Beilman, who will discuss our fourth quarter results, as well as our guidance for 2022.

First and foremost, Dave is a technology company building financial solutions to serve everyday Americans who are struggling with some or all aspects of their financial lives. We have built one of the largest digital banking platforms in the world, with over 6 million members in the U.S. We’re serving a massive market, with an estimated 150 million people who still need our help in the U.S. alone.

We think of our market across two key groups, the financially vulnerable and financially coping. By our estimate, there are 35 million people that are financially vulnerable, struggling with every aspect of their financial life. Those are customers who overdraft 10 to 20 times per year and are reliant on single-pay credit, and those who need help building credit and finding new work opportunities. There’s an estimated 135 million people that are financially coping, struggling with some, but not all, aspects of their financial life. This group is overdrafting several times per year, they need help building credit, need access to affordable short- and long-term credit, and savings and investment advice.

We started in 2017 to disrupt overdrafts, a pain point for both of these audiences, that drives more than $20 billion in annual revenue for banks. We realized early on, and out of my own personal experience, that consumers are primarily using overdrafts knowingly as a form of overpriced short-term credit. The majority of incumbents and neobanks require members to go negative on their accounts to access overdraft, literally requiring them to go broke to access an unreliable and expensive experience that can cost up to $100 a day in fees, with the primary use case being simply to buy gas and groceries. An average Dave member incurs $300 to $400 a year in bank fees prior to joining us.

We started with an app allowing customers to link their existing bank account, which enables Dave to send predictive overdraft alerts about upcoming bills and offer customers instant interest-free credit, up to $75, whenever they need it to buy those everyday essentials without incurring overdraft fees. Millions of customers now rely on the service called Extra Cash. Our speed to value is unparalleled compared to incumbents and neobanks. A new user can download Dave and have funds in their account within minutes, not months, and no direct deposit is required. This unique value proposition has propelled Dave to industry-best brand favorability, and also leads to an estimated 30% of our members coming to us via word of mouth. Dave’s Extra Cash product has been used more than 45 million times through the end of 2021, providing us with unparalleled amounts of data, which gives us a large head-start in non-FICO-based underwriting.

After amassing brand loyalty, our most requested feature, Banking, was launched as a separate product within the app in December of 2020. Dave Banking comes with no minimum balance fees or overdraft fees. We couple that with real time spend alerts and let our members access their paycheck two days early. Banking is already very well received, with over 2 million people opening accounts on the platform in just over a year.

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Lastly, we’re the first neobank to help members put money in their pockets by tapping into the gig economy through our Side Hustle capability. This product helps members apply to additional side income opportunities from Uber, Instacart, DoorDash, Lyft, and 35 other partners. We have facilitated nearly 3 million applications for work since its launch in 2019, helping our members generate millions of dollars of incremental income. Side Hustle empowers our members to generate additional financial flexibility and really highlights our mission and our community-based approach.

We’ve made a tremendous impact, helping our members avoid an estimated $1 billion in fees with these three products outlined above. We feel we’ve only scratched the surface of products that we can deliver for our total addressable market.

Now, on to some highlights from the quarter and year end December 31, 2021. During the quarter, we added 440,000 net new members and ended the year with over 6 million total members on the Dave platform. We had over 1.5 million monthly transacting members in Q4 and 4.5 average transactions per active member. Our non-GAAP totaling operating revenue for the quarter was $42.2 million, and we generated $157.6 million in non-GAAP total operating revenue for the full year, representing growth of 26% year-over-year. Adjusted EBITDA for Q4 2021 was negative $12.6 million, and we ended the 2021 year with Adjusted EBITDA of negative $36.5 million, as we continue to invest in growth and product development.

As mentioned, Dave uniquely starts our user journey by giving customers instant access to credit. Since the start of the pandemic, substantial government benefits have filled some of the roles that Dave provides, but as that stimulus is reduced, we’re expecting it to create an even stronger need for our products and activates tailwinds in the quarters and years ahead. I’ll also note we had a significant delay in the closing of our business combination, which delayed our ability to deploy growth capital, given our limited balance sheet prior to close.

You may notice that we’ve begun to report on two new metrics, monthly transacting members and transactions per active member. A monthly transacting member is someone who makes a funding, spending, Extra Cash or subscription transaction with Dave, and transactions per active is going to measure the average number of transactions initiated by that population. Our near-term roadmap is oriented around becoming the banking app of choice for our members to spend, borrow and move money. All transactions oriented more frequent behavior, so we’re expecting to drive both the number of monthly transacting members and the frequency with which they transact throughout 2022, and beyond. As we’ll describe more shortly, we expect substantial revenue growth by deepening our engagement with both existing loyal members and new members, using these metrics as our benchmark.

Now, to go into our near-term strategy to drive growth, which consists of three key components: first, grow our population of multi-transacting members, driven by both new user acquisition and increased engagement of our large existing base; second, utilize our data-driven underwriting advantage to profitably growth our Extra Cash originations and average revenue per user; third, accelerate Banking adoption and spend frequency, ultimately building towards winning primary account status with our members. Success across these three key areas is what will drive our P&L moving forward. These are interrelated and, thus, shouldn’t be interpreted as prioritization, but instead viewed as our three balanced pillars for growth.

Now, to go into a bit more detail on our strategy to drive growth.

First, focus on our transacting member acquisition. Dave’s credit-first, go-to-market strategy creates a powerful marketing flywheel. Promoting the ability to get money in our members’ pockets within minutes enables highly performative direct response advertising, creating instant brand loyalty very early on in the lifecycle. This is evidenced by our 4.8 star App Store rating and nearly 1 million total reviews as of year end, as well as our estimate that more than 30% of our members come to us via word of mouth. This all leads to what we believe is one of the most efficient customer acquisition engines in the history of the banking industry.

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With the proceeds from our business combination which brought us to the public markets, we now have a strong balance sheet that provides the capital to grow at our full potential. We plan to continue to increase our direct response marketing investments and re-engage less active members. The pace of our marketing investments will continue to be disciplined in driving profitable unit economics and substantial returns in terms of LTV to CAC. We’re excited to continue investing behind the opportunities we see in the market and our strong unit economics.

We will, additionally, look to make Dave a household name through brand marketing with the help of our new MCO, Michael Goodbody, who hales from Credit Karma and TransferWise, two organizations that understand how to build efficient marketing engines at scale.

Of the top 50 financial apps, Dave is the only one with a recognizable mascot, an approachable bear, that we’re all excited to lean into.

Next, we’re focused on delivering a superior banking experience for everyday Americans. Dave’s Banking product has been in-market as a separate product within our app for a little over a year. We’ve been able to grow our number of accounts at a very low cost, which shows the power of cross-sell opportunities within Dave. We had approximately 1.4 million new Dave bank accounts opened in 2021, and nearly 50% of members who engage with Extra Cash end up opening a checking account. There’s a significant ARPU lift opportunity as we bring people through our user journey to Dave Banking. We know that members who become frequent spenders on Dave Banking also have considerably higher ARPU than the average Dave member, so this opportunity is important for us to capture.

One of the biggest opportunity that still remains if for us to drive funnel throughput and spend frequency, which we think we’ll achieve in a few ways.

In the second quarter of this year, we are thrilled to finally put Dave Banking in the hands of all Dave members. In its initial phase, as a separate product, it was a bifurcated experience, with little synergies between Extra Cash. We spent a considerable amount of time thinking through the unity of these products, which took a large development effort over the last 18 months. Moving forward, all new and existing Dave members will be given a free spend account. In testing, we’ve seen no increase to customer acquisition cost. With our credit-first approach to acquiring customers, we can now create an optimal experience for our members to spend their Extra Cash with their Dave debit card, instead of sending funds out to their external bank account.

Our data suggests that driving trial on the Dave card provides a strong signal towards driving longer term engagement and, ultimately, direct deposit. We will drive the trial on the card in two major ways. First, we’ll make it cheaper for Dave customers to spend Extra Cash instantly with our Dave card versus express sending funds to their external account, and, next, we’ll be introducing cashback rewards in Q2, supporting hundreds of everyday merchants, to make it even more attractive to trial and use the Dave card, compared to that of external accounts.

Our ultimate objective remains to build trust with our members and win primary account status with them. On average, our direct deposit members spend about $1,000 per month on their Dave card and initiate over 35 transactions a month with us. Achieving primary account status takes time and building a high degree of trust with our members, which we’re deeply focused on at this time, driving trial is a huge way to start that journey.

Lastly, we intend to continue to expand our ability to extend more credit, leveraging our underwriting and data advantage. We’ll be continuing our focus on increasing Extra Cash limit to help our members afford more of what they need without having to go to other financial institutions. Based on our estimates, 60% of Americans can’t afford a $400 emergency, and we’d like to help them cover that full amount.

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Over the course of 2021, we increased the average Extra Cash origination size by 86% and average revenue per origination by 22%. As we’ve leveled up our offering, we believe we’ve been able to manage risk effectively. Because of our data advantage in our underwriting, we continue to maintain credit performance, and our write-offs as a percentage of originations and associated revenue have been steady at about 2%. We think our credit unit economics are best-in-class, so we’re going to continue to lean in and seize this opportunity to provide a lot of upside to member lifetime value.

Beyond our core strategy, we are very excited today to announce that we have formed a strategic partnership with FTX to develop and introduce blockchain product and services to our members in the coming quarters and years ahead. FTX was an investor in our PIPE facility which closed with our business combination, and we’ve since been building a close relationship with CEO Sam Bankman-Fried and his team. There’s a lot of alignment between our visions. As part of this partnership, FTX will be making an additional $100 million investment in Dave through a convertible note. We look forward to talking more about this partnership and what it means in the coming quarters.

Next, it’s important to us that these growth opportunities lead to earnings power over time. We have a capital-efficient model and a cost structure with high operating leverage potential. As we continue to scale and invest in sourcing capabilities to increase margins, we will continue to build a powerful financial model. Over the next eight to ten quarters, our focus is on disciplined investments in profitable growth and unit economics. After this investment period, we’ll be well positioned to deliver positive Adjusted EBITDA. Our philosophy leans towards growth, but profitability is important to us and will drive our capital allocation decisions. Depending on returns, our path to profitability could be shortened or extended; our primary focus is on value creation.

Most importantly, with our existing balance sheet and the capital infusion from FTX, we’re well capitalized and have the strategic flexibility to execute on our massive market opportunity and achieve profitability with capital efficiency. We are thrilled about closing out our business combination earlier this year to become a public company and look forward to working with our new Board of Directors to drive future growth and returns for our shareholders. This new influx of capital will allow us to invest in our business and, in turn, deliver on our mission to level the financial playing field.

I would now like to turn the call over to Kyle to review our results from Q4 and provide guidance for 2022. Passing to you, Kyle.

Kyle Beilman

Thank you, Jason.

Given this is our first earnings call, I wanted to briefly discuss our financial model before I review our 2021 results and share our outlook for full year 2022.

We have two main revenue streams:

First, service-based revenue, which primarily consists of optional tips and optional express processing fees associated with our Extra Cash product and subscriptions charged to members for our budgeting and personal financial management service. It also includes revenue derived from lead generation fees from our Side Hustle partners, as well as fees earned related to our rewards product for members who make debit card spending transactions at participating merchants. Currently, the majority of service-based revenue is driven by engagement with Extra Cash. As our originations volume increases, we tend to see increases to both optional tips and optional processing fees.

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Our transaction-based revenue is associated with our Dave Banking product. We generate interchange on card spend transactions and ATM fee revenue when members go outside of our network of free ATMs to withdraw their cash. This revenue line item is driven by funding and spending engagement. The strategic evolution that Jason discussed previously should lead to considerable mix shift towards this revenue stream over time.

With that background, let’s take a closer look at our results. As Jason mentioned, we are proud of the team’s performance during the quarter and the year, and we showed that we can deliver growth despite the macro backdrop that he talked about.

As of December 31, 202, we had over 6 million Dave members and over 1.5 million average monthly transacting members in the fourth quarter. We were also able to make considerable progress in terms of member transaction frequency throughout the year. In Q4, our average transacting members completed an average of four-and-a-half transactions per month, an increase of more than 80%, versus Q4 2020. As Jason also mentioned, you’ll hear us talk about these metrics consistently moving forward, because we view them as an important way to measure our progress towards our strategic objective of driving greater member engagement over time.

In terms of top line performance, Q4 ‘21 total non-GAAP operating revenues were $42.2 million, representing roughly 16% year-over-year growth. Service-based revenue was up approximately 8% year-over-year, which was primarily driven by an increase in Extra Cash origination volume, as well as increases to our average revenue per origination. This is a key growth lever that we’ll continue to pursue going forward.

We had significant growth in transaction-based revenue as our Banking product engagement ramped, versus prior year. Q4 transaction-based revenue was $33.1 million, up 520% year-over-year. We have a great opportunity to continue to drive significant growth here as we deliver on the product opportunities that are in the pipeline. We’re excited about this part of the business as we work towards becoming a daily transaction hub for our members and, ultimately, driving towards primary account status.

Next, I’ll address our non-GAAP variable profit, which in Q4 was $20.2 million, representing a 48% margin relative to our non-GAAP total operating revenue. We think this is an important metric to monitor, as it’s a useful indicator of the health and margin profile of our unit economics. Key drivers of this metric are our Extra Cash credit performance, as well as the primary direct cost drivers associated with our product portfolio. It’s a metric that we focus on internally in order to manage the quality of our revenue growth and, ultimately, increase member LTV. Not only are we focused on driving top line growth, but we have identified meaningful near-term opportunities for us to improve margins that will be accretive to our overall financial profile.

In terms of operating expenses, I wanted to touch on a few key areas.

The provision for unrecoverable advances totaled approximately $10.5 million for Q4 ’21, compared to $11.2 million in Q4 ’20. The slight decrease was primarily attributable to a decrease in the provision expense related to amounts outstanding 120 days and under, offset by an increase in amounts written off, primarily attributable to growth in origination volume during the second part of the year. Overall, our credit performance has been very consistent over time.

This is an important point from a unit economic perspective. As Jason mentioned previously, in Q4, we grew the average size of an Extra Cash origination significantly year-over-year and our credit performance has been stable. Our ability to manage risk as we increase limits is a testament to our data advantage and the investments that we’ve made in our proprietary underwriting and payment systems. This is a core capability and our performance to date gives us confidence that we can continue scaling up limits in order to drive ARPU and LTV expansion moving forward. We think this positions us well to extend the use case and value prop of the Extra Cash product to disrupt other forms of short-term credit.

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In Q4 2021, processing and servicing fees totaled approximately $6.5 million, compared to $6 million for Q4 of 2020. The increase was primarily attributable to the increase in origination volume, offset by volume-associated discounts and cost savings due to price reductions from our processors. As we grow, we’ll generate incremental leverage and efficiency as a percentage of our origination volume in this line item.

In terms of marketing and acquisition spend, we continue to demonstrate efficient top-of-funnel growth and we feel that we have among the lowest member acquisition costs in the industry. Our marketing acquisition spend totaled approximately $12.6 million for Q4 2021, compared to approximately $15.4 million for Q1 2020. During Q4, we added approximately 440,000 net new users, which represented an average member acquisition cost of approximately $28.50. We were hoping to deploy more capital in the fourth quarter, but given the delays in closing the business combination, we were capital-constrained during an attractive window to drive incremental growth. As Jason already touched on, we’re in the process of gearing up for more significant investments in the second quarter behind key product initiatives.

It’s worth mentioning that we’re disciplined when it comes to member acquisition and the return profile of our investments. Our objective is to manage to a payback period of approximately 12 to 18 months on a non-GAAP variable profit basis. We expect acquisition costs to increase this year as we focus on driving monthly transacting user growth, which is a bit of a mix shift relative to how we’ve managed our funnel historically, which was more oriented towards growing total Dave members. The average ARPU of our monthly transacting members is significantly higher, though, which we’re expecting to improve our overall LTV to CAC profile. That said, we’ll be focused on maximizing returns. As you’ll be able to observe from our historical financials, we’re not a growth-at-all-cost team.

In terms of Adjusted EBITDA, as Jason alluded to earlier, we’re still in considerable investment mode that will set us up to drive consistent future growth. We grew our team meaningfully throughout 2021. These headcount investments are focused on enhancing our core offerings and building the next generation of our products for the business. We expect these investments will allow us to bring more value to our members, increase ARPU with a more robust offering and further penetrate our TAM, and deliver over the next several years. That said, we front-loaded a lot of our fixed cost investments throughout 2021, and, specifically, in Q4, so we’re expecting to build meaningful operating leverage as we grow throughout 2022.

With that background, Q4 Adjusted EBITDA was negative $12.6 million, with a GAAP net loss of $15.2 million.

Note that that the average shares for Q4 2021 will be significantly different given the impact of the business combination which was completed on January 4. For the calculated fully diluted shares outstanding, please visit our Investor website, where we have a slide detailing our share count.

Now, turning to the balance sheet, the closing of the business combination added approximately $202 million of cash, after expenses, which, relative to the $61 million of equity we had raised prior to going public, is significant. We believe we are adequately capitalized to execute on our growth plans. Additionally, we currently have a significant amount of undrawn capacity under our warehouse credit facility and ample runway to scale that facility as we expand our credit business. However, on that note, we’ll be looking to diversify our funding sources over the next couple of quarters to optimize our capital structure and secure a lower cost of funding.

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The additional $100 million of capital from the FTX investment provides us with added capacity to pursue further potential organic and inorganic growth opportunities. Accounting for this new capital, we have approximately $320 million of cash on the balance sheet. We continue to be believers in industry consolidation and think that M&A may be an attractive component of our growth and capital allocation strategy. Net/net, we’re confident that our go-forward balance sheet gives us the capacity to grow considerably over the next several years and reach profitability without the need to raise additional capital.

Now, turning to our outlook for the year, we expect non-GAAP total operating revenues to be between $200 million and $230 million for the year. Historically, we have found that Q1 is our lightest quarter due to tax refund season, reducing the need for credit amongst our audience. Additionally, we expect our growth to ramp throughout the year as we realize the expected returns from our investments in marketing and product enhancements. In terms of margins, we expect our non-GAAP variable profit margin to be in a range of 44% to 48%.

We’re really excited about our future and ability to continue to deliver significant growth and value for our members and shareholders for many years to come.

With that, I’ll pass it over to the Operator for Q&A.

Operator

Thank you. We will now be conducting a question-and-answer session. One moment, please, while we poll for questions.

Thank you. Our first question comes from John Hecht with Jefferies. Please proceed with your question.

John Hecht

Good afternoon, guys, and thanks for taking my questions. The first one—I appreciate all the customer count and transaction count that you gave in the quarter. I’m wondering, though, when you look at the customer trends, whether you’re talking about the types of product usage or the tip levels, or so forth, are you seeing any kind of changes as you guys bring on more customers?

Jason Wilk

Specifically, to tips, John?

John Hecht

No, just, you know, the way customers—the frequency of usage, the types of products they’re engaging with and/or things like tip levels, has it been pretty consistent or are you seeing any migration?

Jason Wilk

I would say it’s been pretty consistent over the last several years. I think that there was some adverse selection going on with the stimulus, as many customers didn’t need to rely on the service as much with all the government benefits, but, nonetheless, we did see consistency from the active user base that used the product.

John Hecht

Okay. Then, when it comes to the FTX partnership, how quickly will you be able to start kind of reoffering some of those crypto services across your platform as cross-selling opportunity?

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Jason Wilk

We’ll follow up on that, but we think we can get something in-market, at least one product, in 2022.

John Hecht

Okay, and, then, last question. You did mention acquisition might be an attractive way for you to deploy capital, given all the cash. What types of things are you looking at?

Jason Wilk

We’ll look at two different types of deals, ones that could really add significant ARPU potential to the business or ones that could drive a lot more further engagement. The FTX deal, for us, is something that we’d look to, to be a (inaudible) driver for the business, so more things to acquire in that potential lane, or in areas where there’s, again, significant ARPU potential there in industries that historically have high customer acquisition costs.

John Hecht

Great. Thank you, guys, very much.

Jason Wilk

Why that’s important, John, is our cross-sell, as proven by Dave Banking, is so strong in the business, that we think we can start to roll out products that otherwise are up to get adoption, but, similar to Banking, where we can get attached.

John Hecht

Yes, thanks, guys.

Operator

Our next question comes from Sean Horgan with Rosenblatt. Please proceed with your question.

Sean Horgan

Hey, guys. Yes, thanks for taking my questions. I just had one that I wanted to get your thoughts on, the latest moves from banks moving towards reducing or completely eliminating overdraft fees. Are you seeing now, or do you anticipate, any pressure on this front?

Jason Wilk

If you look at the history of sort of neobanks that have been out in-market for a significant amount of time, their approach to overdraft has always been to not allow it, yet they’ve had a hard time getting traction, because, as I said at the top of the call, most of their customers are relying on overdraft as a form of expensive short-term credit. So, as the banks are rolling out products that either irradicate overdraft, which we think is negative to consumers and will push more people towards Dave, the ones that are trying to operate a customer-friendly solution still require the customer to go negative on their account, literally going fully broke before they can access what we believe is still an unreliable experience. What we love about the Dave product is we can use our transaction-based underwriting to get money into people’s pockets the same day, an amount of money they know they can count on, that they can access through an ATM, or they’re sending to friends and family, and it also just gives them access to consistent liquidity. We find that the big banks are still pretty far from coming up with a solution that’s competitive to Dave, and, hopefully, one where we think there’s a lot of defensibility around the way we’ve monetized it with tips, we think no one would ever tip one of these major institutions.

9

Sean Horgan

Got it, thanks. Then, I appreciate the color on CAC. I just wanted to dig in a little bit on that one and ask, I guess, specifically, what you’re seeing in terms of pressures from data privacy in the traditional channels and what percentage of your budget is allocated towards traditional performance-based marketing channels, as opposed to brand marketing, influencer marketing and some of the other alternatives that we’ve been seeing?

Jason Wilk

I would say our mix is still largely around digital channels, and so brand, sort of outdoor, television still a pretty nascent channel for us. We’ve done some late testing there, but still less than 20% of our overall budget. As stated, about 30% of our customers today are coming to us completely via word of mouth, which we love to see. As far as the data privacy piece, on your first question, that does make it harder to track how effective your advertising is doing, but, for all intents and purposes, we are seeing still strong performance on our direct response advertising and we’re looking forward to expanding that level of spend from there now.

Sean Horgan

Appreciate it, thanks, guys.

Jason Wilk

Thanks.

Operator

Thank you. There are no further questions at this time.

This does conclude today’s conference, you may disconnect your lines at this time. Thank you for your participation.

10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2022

DAVE INC.

(Exact name of registrant as specified in its charter)

750 N. San Vicente Blvd. 900W

West Hollywood, CA 90069

(Address of principal executive offices) (Zip Code)

(844) 857-3283

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K (the “Form 8-K”) of Dave Inc. (the “Company”) originally filed by the Company on January 11, 2022 is being filed solely for the purpose of supplementing the historical financial statements and pro forma combined financial information provided under Items 9.01(a) and 9.01(b) in the Form 8-K to include the audited consolidated financial statements of Dave Inc. and its subsidiaries as of prior to the Mergers (collectively, “Legacy Dave”) as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Dave for the year ended December 31, 2021. This Amendment No. 1 does not amend any other item of the Form 8-K or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Form 8-K.

Capitalized terms used but not defined herein have the meanings assigned to them in the Form 8-K.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Legacy Dave as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020 are included as Exhibit 99.3 and are incorporated by reference into this Item 9.01. Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Dave for the year ended December 31, 2021 is also included as Exhibit 99.4 and is incorporated by reference into this Item 9.01.

(b) Pro Forma Financial Information

The unaudited pro forma combined financial information of the Company and Legacy Dave as of December 31, 2021 and for the year ended December 31, 2021 is set forth in Exhibit 99.5 hereto and is incorporated herein by reference into this Item 9.01.

(d) List of Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.3

Dave Inc. and Subsidiary

Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm

December 31, 2021 and 2020

Contents:

Report of Independent Registered Public Accounting Firm

The Shareholders and the Board of Directors

Dave Inc. and Subsidiary

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Dave Inc. and Subsidiary (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, convertible preferred stock and stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Moss Adams

Los Angeles, California

March 25, 2022

We have served as the Company’s auditor since 2018.

6

Dave Inc. and Subsidiary

Consolidated Balance Sheets

(in thousands; except share data)

See accompanying notes to the consolidated financial statements.

7

Dave Inc. and Subsidiary

Consolidated Statements of Operations

(in thousands)

See accompanying notes to the consolidated financial statements.

8

Dave, Inc. and Subsidiary

Consolidated Statement of Convertible Preferred Stock and Stockholders’ Deficit

(in thousands, except share data)