0001193125-22-097723 | POS AM | XBRL Viewer

Weighted-average shares used to compute net loss per share

(5,269,664)

$ (19,993,000)

$ (6,957,000)

Net loss per share:

Basic

$ (0.20)

$ (0.08)

Diluted

$ (0.20)

$ (0.08)

Basic

100,839,231

90,986,048

Diluted

100,839,231

90,986,048

Service Based Revenue [Member]

Operating revenues:

Revenues

$ 142,182,000

$ 120,595,000

Transaction Based Revenue [Member]

Operating revenues:

Revenues

$ 10,831,000

$ 1,201,000

Class A [Member]

Other income (expense):

Weighted average shares outstanding

$ (4,095,639)

21,782,802

Basic and diluted net income (loss) per share

$ (0.19)

Class B [Member]

Other income (expense):

Weighted average shares outstanding

$ (1,174,025)

^[1]

6,244,094

Basic and diluted net income (loss) per share

$ (0.19)

[1]

In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at December 31, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding.

Consolidated Statements of Operations (Parenthetical) - shares		12 Months Ended
	Mar. 09, 2021	Dec. 31, 2021	Jan. 22, 2021	Dec. 31, 2020
Common Stock, Shares, Outstanding		104,022,678		100,223,194
Common Class B [Member]
Common Stock, Shares, Outstanding		6,344,150
Common Class B [Member] \| Founder Shares [Member]
Forfeiture of Founder Shares, Shares	124,600	124,600
Common stock shares not subject to forfeiture		719,150
Common Stock, Shares, Outstanding		6,344,150	6,408,750

Consolidated Statement of Changes in Stockholders' Deficit - USD ($)	Total	Previously Reported [Member]	Class B [Member]	Series A Convertible Preferred Stock [Member]	Series B One Convertible Preferred Stock [Member]	Series B Two Convertible Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Class B [Member]	Common Stock [Member] Class B [Member] Previously Reported [Member]	Additional Paid in Capital	Additional Paid in Capital Previously Reported [Member]	Loans To Stockholders [Member]	Treasury Stock [Member]	Accumulated Deficit	Accumulated Deficit Previously Reported [Member]
Beginning balance at Dec. 31, 2019	$ (16,881,000)						$ 100			$ 3,712,000		$ (14,492,000)	$ (154,000)	$ (5,947,000)
Beginning balance, Shares at Dec. 31, 2019							99,449,310
Beginning balance, Convertible preferred stock at Dec. 31, 2019				$ 9,881,000	$ 49,675,000	$ 12,617,000
Beginning balance, Shares, Convertible preferred stock at Dec. 31, 2019				133,216,940	13,326,050	3,991,610
Issuance of common stock for stock option early exercises, Value	$ 256,000									256,000
Issuance of common stock for stock option early exercises, Shares							1,253,045
Issuance of common stock for stock option exercises, Shares	1,441,795						403,131
Cancellation of common stock issued for stock option early exercise, Shares							(229,167)
Cancellation of restricted stock							(653,125)
Stockholder loans interest	$ (272,000)											(272,000)
Stock-based compensation	1,525,000									1,525,000
Net loss	(6,957,000)													(6,957,000)
Ending balance at Dec. 31, 2020	(22,329,000)						$ 100			5,493,000		(14,764,000)	(154,000)	(12,904,000)
Ending balance, Shares at Dec. 31, 2020							100,223,194
Ending balance, Convertible preferred stock at Dec. 31, 2020	$ 72,173,000			$ 9,881,000	$ 49,675,000	$ 12,617,000
Ending balance, Shares, Convertible preferred stock at Dec. 31, 2020				133,216,940	13,326,050	3,991,610
Issuance of common stock for stock option exercises, Shares	3,835,468						3,755,254
Issuance of common stock for stock option exercises, Value	$ 1,709,000									1,709,000
Vesting of stock option early exercises	75,000									75,000
Stockholder loans interest and amendment, Shares							44,230
Stockholder loans interest and amendment	(279,000)											(428,000)	149,000
Stock-based compensation	7,381,000									7,381,000
Net loss	(19,993,000)													(19,993,000)
Ending balance at Dec. 31, 2021	(33,436,000)	$ (29,371,629)					$ 100		$ 634	14,658,000	$ 0	(15,192,000)	(5,000)	(32,897,000)	$ (29,372,263)
Ending balance, Shares at Dec. 31, 2021							104,022,678		6,344,150
Ending balance, Convertible preferred stock at Dec. 31, 2021	72,173,000			$ 9,881,000	$ 49,675,000	$ 12,617,000
Ending balance, Shares, Convertible preferred stock at Dec. 31, 2021				133,216,940	13,326,050	3,991,610
Beginning balance at Jan. 13, 2021	0							$ 0		0				0
Beginning balance, Shares at Jan. 13, 2021								0
Issuance of Class B common stock to Sponsor	25,000							$ 647		24,353				0
Issuance of Class B common stock to Sponsor, Shares								6,468,750
Accretion for Class A common shares to redemption amount	(24,126,952)									(24,366)				(24,102,599)
Forfeiture of Founder Shares	0							$ (13)		13				0
Forfeiture of Founder Shares, Shares								(124,600)
Net loss	(5,269,664)		$ (1,174,025)					$ 0		0				(5,269,664)
Ending balance at Dec. 31, 2021	(33,436,000)	$ (29,371,629)					$ 100		$ 634	$ 14,658,000	$ 0	$ (15,192,000)	$ (5,000)	$ (32,897,000)	$ (29,372,263)
Ending balance, Shares at Dec. 31, 2021							104,022,678		6,344,150
Ending balance, Convertible preferred stock at Dec. 31, 2021	$ 72,173,000			$ 9,881,000	$ 49,675,000	$ 12,617,000
Ending balance, Shares, Convertible preferred stock at Dec. 31, 2021				133,216,940	13,326,050	3,991,610

Consolidated Statement Of Changes In Stockholders' Deficit (Parenthetical) - shares		12 Months Ended
	Mar. 09, 2021	Dec. 31, 2021	Jan. 22, 2021	Dec. 31, 2020
Common Stock, Shares, Outstanding		104,022,678		100,223,194
Common Class B [Member]
Common Stock, Shares, Outstanding		6,344,150
Common Class B [Member] \| Founder Shares [Member]
Forfeiture of Founder Shares, Shares	124,600	124,600
Common stock shares not subject to forfeiture		719,150
Common Stock, Shares, Outstanding		6,344,150	6,408,750

Consolidated Statement of Cash Flows - USD ($)	12 Months Ended
Consolidated Statement of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (5,269,664)	$ (19,993,000)	$ (6,957,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(22,943)
Changes in fair value of warrant liabilities	(3,061,951)	(3,620,000)	0
Transaction costs allocated to warrant liabilities	600,571
Fair value of Private Placement Warrant liability in excess of proceeds received	1,377,059
Depreciation and amortization		3,055,000	1,718,000
Provision for unrecoverable advances		32,174,000	25,539,000
Changes in fair value of derivative assets		(34,791,000)	0
Changes in fair value of warrant liability		3,620,000	0
Disposal of property and equipment		14,000	0
Stock-based compensation		7,381,000	1,525,000
Non-cash interest		(233,000)	(272,000)
Non-cash lease expense		78,000	12,000
Changes in fair value of marketable securities		1,000	(3,000)
Changes in operating assets and liabilities:
Prepaid expenses	(749,808)
Member advances		(42,443,000)	(35,240,000)
Prepaid income taxes		2,627,000	(4,008,000)
Prepaid expenses and other current assets		(311,000)	(2,600,000)
Accounts payable		2,568,000	1,983,000
Accrued expenses	5,035,963	7,128,000	3,433,000
Income taxes payable		0	(508,000)
Legal settlement accrual		500,000	3,201,000
Other current liabilities		(1,625,000)	2,472,000
Other non-current liabilities		(466,000)	547,000
Interest payable, convertible notes		12,000	12,000
Net cash used in operating activities	(2,090,773)	(40,704,000)	(9,146,000)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(253,765,980)
Payments for internally developed software costs		(6,107,000)	(3,989,000)
Purchase of property and equipment		(371,000)	(231,000)
Purchase of marketable securities		(5,000)	(138,000)
Sale of marketable securities		9,444,000	7,780,000
Net cash used in investing activities	(253,765,980)	2,961,000	3,422,000
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	248,690,660	0	75,000
Proceeds from sale of Private Placements Warrants	7,650,320
Repayment of promissory note - related party	(88,142)
Payment of offering costs	(316,300)	(2,753,000)	0
Borrowings on line of credit		0	3,910,000
Repayment on line of credit		(3,910,000)	0
Proceeds from issuance of common stock for stock option exercises		1,709,000	256,000
Proceeds from borrowings on note payable		15,000,000	0
Proceeds from borrowings on debt and credit facilities		55,000,000	0
Net cash provided by financing activities	255,936,538	65,046,000	4,241,000
Net Change in Cash	79,785
Cash - Beginning of period	0
Cash - End of period	79,785	79,785
Net increase (decrease) in cash and cash equivalents and restricted cash		27,303,000	(1,483,000)
Cash and cash equivalents and restricted cash, beginning of the year		5,069,000	6,552,000
Cash and cash equivalents and restricted cash, end of the year	32,372,000	32,372,000	5,069,000
Non-cash Investing and Financing Activities:
Offering costs paid by Sponsor in exchange for issuance of founder shares	25,000
Offering costs paid through promissory note	88,142
Deferred underwriting fee payable	8,881,809
Forfeiture of Founder Shares	(13)
Supplemental disclosure of non-cash investing and financing activities
Operating lease right of use assets recognized		2,514,000	0
Operating lease liabilities recognized		2,514,000	0
Property and equipment purchases in accounts payable		25,000	7,000
Receivable from early exercise of stock options		0	368,000
Vesting of common stock exercised early		75,000	0
Amendment to loan to stockholder		145,000	0
Supplemental disclosure of cash (received) paid for:
Income taxes		(2,484,000)	2,798,000
Interest		1,992,000	0
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	32,009,000	32,009,000	4,789,000
Restricted cash	363,000	363,000	280,000
Total cash, cash equivalents, and restricted cash, end of period	$ 32,372,000	$ 32,372,000	$ 5,069,000

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS VPC Impact Acquisition Holdings III, Inc. (now known as Dave Inc.) (the “Company”) was a blank check company incorporated in Delaware on January 14, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On January 5, 2022 (the “Closing Date”), the Company consummated the previously announced transaction (pursuant to that certain Agreement and Plan of Merger, dated June 7, 2021 (the “Business Combination Agreement”), by and among Dave Inc. (prior to the Mergers (as defined below), hereinafter referred to as “Legacy Dave”), VPC Impact Acquisition Holdings III, Inc. (“VPCC”), Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned subsidiary of VPCC (“First Merger Sub”), and Bear Merger Company II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of VPCC (“Second Merger Sub” and together with the First Merger Sub, the “Merger Subs”). On January 5, 2022, pursuant to the Business Combination Agreement, First Merger Sub merged with and into Legacy Dave (the “First Merger”), with Legacy Dave surviving the First Merger as a wholly owned subsidiary of VPCC (such company, in its capacity as the surviving corporation of the First Merger, the “Surviving Corporation”), immediately followed by the Surviving Corporation merging with and into Second Merger Sub (the “Second Merger,” the Second Merger together with the First Merger, the “Mergers” and the Mergers together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination” or the “Transactions”), with Second Merger Sub (such entity, following the Second Merger, the “Surviving Entity”) surviving the Second Merger as a wholly owned subsidiary of VPCC (VPCC following such Mergers, hereinafter referred to as the “Company” or “Dave”). Following the Mergers, “VPC Impact Acquisition Holdings III, Inc.” was renamed “Dave Inc.” and the Surviving Entity was renamed “Dave Operating LLC”. On January 5, 2022, the holders of (a) Legacy Dave Capital Stock and (b) Legacy Dave’s options to purchase Legacy Dave Capital Stock pursuant to the Legacy Dave Stock Plan (the “Legacy Dave Options”), received aggregate merger consideration with an implied value of $3,500,000,000 (the “Equity Value”), consisting of a number of shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) and shares of Class V common stock of the Company, par value $0.0001 per share (the “Class V Common Stock”, and together with the Class A Common Stock, the “Common Stock”), with each deemed to have a value of $10.00 per share, equal to the Equity Value divided by $10.00 (such aggregate merger consideration, the “Aggregate Stock Consideration”). PIPE Investment Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors agreed to purchase an aggregate of 21,000,000 shares of Class A Common Stock in a private placement for $10.00 per share (the “PIPE Investment”). On August 17, 2021, one of the PIPE Investors entered into an amendment to the Subscription Agreement to allow such PIPE Investor to pre-fund its $15,000,000 obligation under the Subscription Agreement in exchange for a promissory note in the principal amount of $15,000,000 convertible into 1,500,000 shares of Class A Common Stock at Closing. The Business Combination Agreement and the Business Combination was approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on January 4, 2022 (the “Special Meeting”). Prior to the Special Meeting, holders of 22,417,767 shares of the VPCC Class A Common Stock exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate of approximately $224,195,436. The per share redemption price of $10.00 for public stockholders electing redemption was paid out of the Company’s Trust Account, which after taking into account the Share Redemption, had a balance immediately prior to the Closing of approximately $29,590,655. Immediately after giving effect to the Business Combination (including as a result of the redemptions described above, the conversion of 5,392,528 outstanding Founder Shares into shares of Class A Common Stock on a one-for-one basis and the issuance of an additional 21,000,000 shares of Class A Common Stock in the PIPE Investment as described above), there were 372,000,732 shares of Common Stock, including 323,550,093 shares of Class A Common Stock and 48,450,639 shares of Class V Common Stock, issued and outstanding and warrants to purchase 11,444,364 shares of Class A Common Stock of the Company (“Warrants”) issued and outstanding. Business Prior to the Business Combination Prior to the Business Combination, the Company had two wholly owned subsidiaries which were formed on May 27, 2021, First Merger Sub and Second Merger Sub. All activity through December 31, 2021 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and consummating the acquisition of Dave Inc. The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,376,598 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,100,214 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”), generating gross proceeds of $7,650,321, which is described in Note 4. Transaction costs amounted to $14,386,571, consisting of $5,075,320 of underwriting fees, $8,881,809 of deferred underwriting fees and $429,442 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $253,765,980 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Liquidity and Capital Resources As of December 31, 2021, the Company had $79,785 in its operating bank accounts and a working capital of deficit $4,206,370. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares and the loan of up to $300,000 from the Sponsor pursuant to the Promissory Note (see Note 5). The outstanding balance under the Promissory Note of $88,142 was repaid at the closing of the Initial Public Offering on March 9, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the private placement held outside of the Trust Account. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination, which was the Business Combination with Legacy Dave. The Company completed its Business Combination on January 5, 2022, which was the Business Combination with Legacy Dave, and has raised sufficient capital for its operations.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021.

Offering Costs

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to

$13,786,001

were charged to temporary equity upon the completion of the Initial Public Offering, and

$600,570 of the offering costs were related to the warrant liabilities and charged to the consolidated statement of operations.

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 25,376,598 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional

paid-in

capital and accumulated deficit.

At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	253,765,980
Less:
Proceeds allocated to Public Warrants		(10,340,965	)
Class A common stock issuance costs		(13,786,000	)
Plus:
Accretion of carrying value to redemption value		24,126,965

Class A common stock subject to possible redemption	$	253,765,980

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Loss per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,444,364 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the period presented.

The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts):


	For the Period from January 14, 2021 (Inception) Through December 31, 2021
	Class A			Class B
Basic and diluted net loss per common share
Numerator:
Allocation of net loss, as adjusted	$	(4,095,639	)	$	(1,174,025	)
Denominator:
Basic and diluted weighted average common shares outstanding		21,782,802			6,244,094

Basic and diluted net loss per common share	$	(0.19	)	$	(0.19	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 10).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued

at each reporting date, with changes in the fair value reported in the consolidated statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”)2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU

2020-06

would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Note 2 Significant Accounting Policies

Use of Estimates

The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported revenues and expenses incurred during the reporting periods. The Company’s estimates are based on its historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company’s critical accounting estimates and assumptions are evaluated on an ongoing basis including those related to the: (i) allowance for unrecoverable advances; (ii) realization of tax assets and estimates of tax liabilities; (iii) valuation of equity securities; (iv) fair value of derivatives; and (v) valuation of note payable and warrant liabilities. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

Service Based Revenue, Net:

Service based revenue, net primarily consists of tips, express processing fees, and subscriptions charged to Members, net of processor costs associated with advance disbursements. Member advances are treated as financial receivables under ASC 310 Receivables (“ASC 310”).

The Company encourages but does not contractually require its Members who receive a cash advance to leave a discretionary tip. The Company treats tips as an adjustment of yield to the advances and are recognized over the average term of advances.

Express processing fees apply when a Member requests an expedited cash advance. At the Member’s election, the Company expedites the funding of advance funds within eight hours, as opposed to the customary three business days, of the advance request. Express processing fees are nonrefundable loan origination fees and are recognized as revenues over the expected contractual term of the advance.

Costs incurred by the Company to fund cash advances are treated as direct loan origination costs. These direct loan origination costs are netted against advance-related income over the expected contractual term of the advance. Direct origination costs recognized as a reduction of advance-related income during the years ended December 31, 2021 and 2020, was $3.8 million and $3.6 million, respectively.

The Company accounts for subscriptions in accordance with ASC 606,

Revenue from Contracts with Customers

(“ASC 606”). Under ASC 606, the Company must identify the contract with a Member, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies the performance obligations. The Company’s primary sources of revenue are derived from fees earned on advances, and other financial instruments that are not within the scope of ASC 606. The Company has evaluated the nature of its contracts with Members and determined that further disaggregation of revenue from contracts with Members into categories beyond what is presented in the consolidated statements of operations was not necessary. For revenue sources that are within the scope of Topic 606, the Company fully satisfies its performance obligations and recognizes revenue in the period it is earned as services are rendered. Transaction prices are typically fixed, charged on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying

ASC 606 that significantly affects the determination of the amount and timing of revenue from contracts with the Company’s Members. Sources of revenue from contracts with Members that are in the scope of ASC 606 include subscription fees, lead generation fees and reward program fees.

Subscription fees of $1 are received on a monthly basis from Members who subscribe to the Company’s application. The Company continually fulfills its obligation to each Member over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The Company recognizes revenue ratably as the Member receives and consumes the benefits of the platform throughout the contract period.

Price concessions granted to Members who have insufficient funds when subscription fees are due are forms of variable consideration under the Company’s contracts with Members. For price concessions, the Company has elected, as an accounting policy, to account for price concessions for the month at the end of the reporting month based on the actual amount of concessions granted as the impact.

Service based revenue also consists of lead generation fees from the Company’s Side Hustle advertising partners. The Company is entitled to receive these lead generation fees when Members of the application sign up for jobs with the Company’s various partners. Lead generation contracts contain a single performance obligation. Lead generation revenue is recognized at a point in time upon satisfaction and completion of the single performance obligation. The Company also receives cash monthly as part of a rewards program for those Dave debit card Members who choose to spend funds with selected vendors. The cash received by the Company is recorded as unearned revenue and recognized as revenue as the subscription credits are earned by the Members.

Transaction Based Revenue, Net:

Transaction based revenue, net primarily consists of interchange and ATM revenues from Dave’s Checking Product, net of

ATM-related

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

ATM-related

fees recognized as a reduction of transaction based revenue during the years ended December 31, 2021 and 2020, was $0.8 million and $0.07 million, respectively.

Processing and Servicing Fees

Processor fees consist of fees paid to the Company’s processors for the recovery of advances, tips, processing fees, and subscriptions. These expenses also include fees paid for services to connect Member’s bank accounts to the Company’s application. Except for processing and service fees associated with advance disbursements, which are recorded net against revenue, all other processing and service fees are expensed as incurred.

Cash and Cash Equivalents

The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents.

Restricted Cash

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

Marketable Securities

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

Member Advances

Member advances include

non-recourse

cash advances, fees, and tips net of certain direct origination costs and allowance for unrecoverable advances. Management’s intent is to hold advances until maturity or payoff. Members’ cash advances are treated as financial receivables under ASC 310.

Advances to Members are not interest-bearing. The Company recognizes these advances at the advanced amount and does not use discounting techniques to determine present value of advances due to their short-term average maturity. The consequent discount impact under the imputed interest rate method does not result in a significant impact to the consolidated financial statements.

The Company does not provide modifications to advances.

Allowance for Unrecoverable Advances

The Company maintains an allowance for unrecoverable advances at a level estimated to be adequate to absorb credit losses inherent in the outstanding Member advances. Management currently estimates the allowance balance required using historical loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors. Interpretations of the nature and volume of the portfolio and projections of future economic conditions involve a high degree of subjectivity. Changes to the allowance have a direct impact on the provision for unrecoverable advances in the consolidated statements of operations.

The Company considers advances over 120 days past due or which become uncollectible based on information available to the Company as impaired. All impaired advances are deemed uncollectible and subsequently

written-off

and are a direct reduction to the allowance for unrecoverable advances. Subsequent recoveries of Member advances

written-off,

if any, are recorded as a reduction to Member advances when collected, resulting in a reduction to the allowance for unrecoverable advances and a corresponding reduction to the provision for unrecoverable advances expense in the consolidated statements of operations.

Internally Developed Software

Internally developed software is capitalized when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs consist of salaries and other compensation costs for employees incurred for time spent on upgrades and enhancements to add functionality to the software and fees paid to third-party consultants who are directly involved in development efforts. These capitalized costs are included on the consolidated balance sheets as intangible assets, net. Other costs are expensed as incurred and included within other operating expenses in the consolidated statements of operations. Capitalized costs for the years ended December 31, 2021 and 2020, were approximately $6.1 million and $4.0 million, respectively.

Amortization of internally developed software commences when the software is ready for its intended use (i.e., after all substantial testing is complete). Internally developed software is amortized over its estimated useful life of 3 years.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Property and equipment are recorded at cost and depreciated over the estimated useful lives ranging from 3 to 7 years using the straight-line method. Maintenance and repair costs are charged to operations as incurred and included within other operating expenses in the consolidated statements of operations.

Impairment of Long-Lived Assets

The Company assesses the impairment of long-lived assets, primarily property and equipment and amortizable intangible assets, whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. If the sum of the expected undiscounted future cash flows from an asset is less than the carrying amount of the asset, the Company estimates the fair value of the assets. The Company measures the loss as the amount by which the carrying amount exceeds its fair value calculated using the present value of estimated net future cash flows.

Fair Value of Financial Instruments

ASC 820,

Fair Value Measurement

(“ASC 820”), provides a single definition of fair value and a common framework for measuring fair value as well as disclosure requirements for fair value measurements used in the consolidated financial statements. Under ASC 820, fair value is determined based upon the exit price that would be received by a company to sell an asset or paid by a company to transfer a liability in an orderly transaction between market participants, exclusive of any transaction costs. Fair value measurements are determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company uses the most advantageous market, which is the market from which the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction costs. However, when using the most advantageous market, transaction costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement. ASC 820 creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority and Level 3 having the lowest.

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3—Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands):


December 31, 2021	Level 1		Level 2		Level 3		Total
Assets
Marketable securities	$	8,226	$	—	$	—	$	8,226
Derivative asset on loans to stockholders		—		—		35,253		35,253

Total assets	$	8,226	$	—	$	35,253	$	43,479

Liabilities
Warrant liability	$	—	$	—	$	3,726	$	3,726
Note payable		—		—		15,051		15,051

Total liabilities	$	—	$	—	$	18,777	$	18,777


December 31, 2020	Level 1		Level 2		Level 3		Total
Assets
Marketable securities	$	17,666	$	—	$	—	$	17,666
Derivative asset on loans to stockholders		—		—		457		457

Total assets	$	17,666	$	—	$	457	$	18,123

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

non-recurring

basis as of December 31, 2021 and 2020.

The Company also has financial instruments not measured at fair value. The Company has evaluated cash and cash equivalents, Member advances, restricted cash, accounts payable, and accrued expenses, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The fair value of the credit facility, debt facility, convertible debt, and line of credit approximate their carrying values.

Marketable Securities:

The Company evaluated the quoted market prices in active markets for its marketable securities and has classified its securities as Level 1. The Company’s investments in marketable securities are exposed to price fluctuations. The fair value measurements for the securities are based upon the quoted prices of similar items in active markets multiplied by the number of securities owned.

Derivatives:

Derivative Asset Related to Loans to Stockholders

In relation to certain loans to stockholders, the Company purchased call options which grant the Company the right to acquire a fixed number of the Company’s common stock, par value $0.000001 per share (“Common Stock”), held by such stockholders over the exercise period (four years). However, the exercise price per share is not fixed. The approximate $3.273 exercise price per share increases by a nominal amount of approximately $0.005 for each month that lapses from the call option issuance date. As of December 31, 2021, the exercise price per share was approximately $3.424. The Company understands that this variability in the exercise price of the call option is tied to the passage of time, which is not an input to the fair value of the Company’s shares per ASC 815. Therefore, the Company does not believe the call option meets the scope exception under ASC 815. As the

scope exception is not met, the call option is accounted for as a derivative instrument. Accordingly, the call option is measured at fair value and presented as a derivative asset on loans to stockholders on the Company’s consolidated balance sheets. Interest earned on the

non-recourse

promissory notes will be reported as interest income and changes in the fair value of the call option will be reported as other income or expense in the period incurred. The call option is measured at fair value at the end of each reporting period with change in fair value recorded in earnings. In January 2022, the Company exercised the call options. Please refer to Note 19

Subsequent Events

for details.

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


Opening value at January 1, 2020	$	457
Change in fair value during the year		—

Ending value at December 31, 2020		457
Amendment to loan to stockholder		5
Change in fair value during the year		34,791

Ending value at December 31, 2021	$	35,253

For the year ended December 31, 2021, the Company used a probability-weighted expected return method (“PWERM”) to weight the indicated call options value determined under the binomial option pricing model to determine the fair value of the call options. The increase in the fair value of the derivative asset on loans to stockholders for the year ended December 31, 2021, was primarily due to the increase in the fair value of Common Stock due to the Company’s progress towards completing the SPAC merger. The following table presents the assumptions used to value the call options for the year ended December 31, 2021:


Expected volatility	57.0	%
Risk-free interest rate	0.1 - 0.6	%
Remaining term	0.0 - 1.5 Years

For the year ended December 31, 2020, the Company used a binomial option pricing model to determine the fair value of the call option. The following table presents the assumptions used to value the call options for the year ended December 31 2020:


Expected volatility	61.5	%
Risk-free interest rate	0.2	%
Remaining term	3.0 Years

Warrant Liability Related to Debt Facility:

As discussed further in Note 11

Debt and Credit Facility

, in January 2021, contemporaneously with the execution of a debt facility, the Company issued warrants that met the definition of a derivative under ASC 815. This warrant liability was initially recorded as a liability measured at the estimated fair value, with the offsetting entry recorded as a loan commitment fees asset. The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The loss related to the change in fair value of the warrant liability in the year ended December 31, 2021, was $3.6 million, which is presented within changes in fair value of warrant liability in the consolidated statements of operations.

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


Opening value at January 1, 2021	$	—
Initial fair value at the original issuance date		106
Change in fair value during the year		3,620

Ending value at December 31, 2021	$	3,726

The Company used a PWERM to weight the indicated warrant liability value determined under the binomial option pricing model to determine the fair value of the warrant liability. The following table presents the assumptions used to value the warrant liability for the period year ended December 31, 2021:


Expected volatility	57.0	%
Risk-free interest rate	0.1 - 0.6	%
Remaining term	0.0 - 1.5 Years

Note Payable:

As discussed in Note 10

Note Payable

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

825-10.

The Company identified an embedded derivative related to a convertible feature in its promissory note and in accordance with ASC

815-15-25-1

criterion (b), since the Company has elected to apply the fair value option to the debt embedded features will not be separated from the debt host. The note payable is carried on the Company’s consolidated balance sheet as a current liability estimated at fair value with changes in fair value reflected in earnings. The loss related to the change in fair value of the promissory note for the year ended December 31, 2021 was $0.1 million, which is presented within interest expense in the consolidated statements of operations.

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


Opening value at January 1, 2021	$	—
Initial fair value at the original issuance date		106
Change in fair value during the year		3,620

Ending value at December 31, 2021	$	3,726


Expected volatility		57.0	%
Risk-free interest rate		0.1 - 0.6	%
Remaining term		0.0 - 1.5 Years

Opening value at January 1, 2021	$	—
Fair value at issuance		14,608
Change in fair value during the year		443

Ending value at December 31, 2021	$	15,051

The Company used a market yield approach to determine the fair value of the promissory note. The market yield assumption used to estimate the fair value of the promissory note as of December 31, 2021, was 3.60%.

There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of December 31, 2021 and 2020.

Fair Value of Common Stock

The Company is required to estimate the fair value of the Common Stock underlying the Company’s stock-based awards. The fair value of the Common Stock underlying the Company’s stock-based awards has been determined, in each case, based on a valuation model as discussed further below, and was approved by the Company’s Board of Directors. The Company’s Board of Directors intends all stock options granted to be exercisable at a price per share not less than the fair value per share of the ordinary share underlying those stock options on the date of grant.

In the absence of a public market for the Common Stock, the valuation of the Common Stock has been determined using a market approach, income approach, and subject company transaction method. The allocation of equity value was determined using the option pricing method. The valuation was performed in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.

The Company considered various objective and subjective factors to determine the fair value of its Common Stock as of each grant date, including:

•

Historical financial performance;

•

The Company’s business strategy;

•

Industry information, such as external market conditions and trends;

•

Lack of marketability of the Common Stock;

•

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

•

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

•

Forecasted cash flow projections for the Company;

•

Illiquidity of stock-based awards involving securities in a private company; and

•

Macroeconomic conditions.

The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. The probability of a liquidity event and the derived discount rate are significant assumptions used to estimate the fair value of the Common Stock. If the Company had used different assumptions or estimates, the fair value of the Common Stock and the Company’s stock-based compensation expense could have been materially different.

The Company’s estimated fair value of its Common Stock was $0.981 per share as of August 30, 2020 (“August 2020 Valuation”). The August 2020 Valuation utilized the income and market approaches in estimating the fair value.

In 2021, the Company’s management team contemplated a SPAC merger (refer to Note 19

Subsequent Events

), which was incorporated in a June 7, 2021 valuation that resulted in a fair value for the Company’s Common Stock of $8.67 per share as of June 7, 2021 (“June 2021 Valuation”). The SPAC Transaction was considered in the subsequent valuation performed as of October 6, 2021, that resulted in a fair value for the Company’s Common Stock of $10.80 per share (“October 2021 Valuation”). The June 2021 Valuation and the October 2021, Valuation used the hybrid method, wherein a PWERM incorporated an expected near term SPAC exit scenario as well as an option pricing model (“OPM”).

The increase in the fair value of the Company’s Common Stock between the August 2020 Valuation and the June 2021 Valuation was due to the Company’s progress towards completing the SPAC merger that was not known or knowable at the earlier valuation dates. Similarly, the increase in the fair value of the Company’s Common Stock between the June 2021 Valuation and the October 2021 Valuation resulted primarily from an increase in the probability of the near term SPAC Transaction closing.

Concentration of Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, principally consist of cash and cash equivalents, restricted cash, Member cash advances, and accounts receivable. The Company’s cash and cash equivalents and restricted cash in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits were approximately $31.9 million and $4.6 million at December 31, 2021 and 2020, respectively. The Company’s payment processors also collect cash on the Company’s behalf and will hold these cash balances temporarily until they are settled the next business day. Also, the Company does not believe its marketable securities are exposed to any significant credit risk due to the quality and nature of the securities in which the money is held. Pursuant to the Company’s internal investment policy, investments must be rated

A-1/P-1

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

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

Leases

ASC 842,

Leases

(“ASC 842”) requires lessees to recognize most leases on the consolidated balance sheet with a corresponding

right-of-use

asset.

Right-of-use

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

Right-of-use

assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. Leases are classified as financing or operating which will drive the expense recognition pattern. Lease payments on short-term leases are recognized as expense on a straight-line basis over the lease term.

The Company leases office space under three separate leases, all of which are considered operating leases. One lease includes the option to renew and the exercise of the renewal option is at the Company’s sole discretion. Options to extend or terminate a lease are considered as part of calculating the lease term to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Covenants imposed by the leases include letters of credit required to be obtained by the lessee.

The incremental borrowing rate (“IBR”) represents the rate of interest the Company would expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. When determinable, the Company uses the rate implicit in the lease to determine the present value of lease payments. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

Loans to Stockholders

In 2019, the Company entered into loan, pledge, and option agreements with various employees, who are also stockholders, to provide those employees cash in exchange for

non-recourse

promissory notes and call options, which allowed the Company to acquire shares held by these stockholders. Following ASC 310, the

Company recorded each note as a reduction to shareholders’ equity and will do so until it is repaid, or the associated call option is exercised and the Company reacquires the collateralized shares. Interest earned and accrued on the notes also increases this contra-equity account balance.

Stock-Based Compensation

Stock Option Awards:

ASC 718,

Compensation-Stock Compensation

(“ASC 718”), requires the estimate of the fair value of all stock-based payments to employees, including grants of stock options, to be recognized in the statement of operations over the requisite service period. Under ASC 718, employee option grants are generally valued at the grant date and those valuations do not change once they have been established. The fair value of each option award is estimated on the grant date using the Black-Scholes Option Pricing Model. As allowed by ASC 718, the Company’s estimate of expected volatility is based on its peer company average volatilities, including industry, stage of life cycle, size, and financial leverage. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant valuation. The Company recognizes forfeitures as they occur.

Restricted Stock Awards:

Restricted stock awards (“RSAs”) are valued on the grant date and the fair value of the RSAs is equal to the estimated fair value of the Company’s Common Stock on the grant date. This compensation cost is recognized over the requisite service period. When the requisite service period begins prior to the grant date (because the service inception date occurs prior to the grant date), the Company is required to begin recognizing compensation cost before there is a measurement date (i.e., the grant date). The service inception date is the beginning of the requisite service period. If the service inception date precedes the grant date, accrual of compensation cost for periods before the grant date shall be based on the fair value of the award at the reporting date. In the period in which the grant is approved, cumulative compensation cost is adjusted to reflect the cumulative effect of the compensation cost based on fair value at the grant date rather than the service inception date. The Company recognizes forfeitures as they occur.

RSAs Issued to

Non-Employees:

The Company issues shares of restricted stock to consultants for various advisory and consulting-related services. The Company recognized this expense, measured as the estimated value of the shares issued, as a component of stock-based compensation expense, presented within compensation and benefits in the consolidated statements of operations.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2021 and 2020, were approximately $45.6 million and $35.9 million, respectively, and is presented within advertising and marketing in the consolidated statements of operations.

Income Taxes

The Company follows ASC 740,

Income Taxes

(“ASC 740”), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax basis of assets and liabilities using

enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is

more-likely-than-not

that the asset will not be realized.

ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is

more-likely-than-not

that the position will be sustained in a court of last resort, based on the technical merits. If

more-likely-than-not,

the amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination, including compromise settlements. For tax positions not meeting the

more-likely-than-not

threshold, no tax benefit is recorded. The Company has estimated approximately $0.5 million and $0.1 million of uncertain tax positions as of December 31, 2021 and 2020, respectively, related to state income taxes. and research tax credits.

The Company’s policy is to recognize interest expense and penalties accrued on any unrecognized tax benefits as a component of income tax expense within the statement of operations. The Company recognized approximately $0.004 million and $0.003 million of interest expense and penalties as a component of income tax expense during the years ended December 31, 2021 and 2020, respectively. There was approximately $0.007 million and $0.003 million of accrued interest expense and penalties as of December 31, 2021 and 2020, respectively.

Segment Information

The Company determines its operating segments based on how its chief operating decision makers manage operations, make operating decisions, and evaluate operating performance. The Company has determined that the Chief Operating Decision Maker (“CODM”) is a joint role shared by the Chief Executive Officer and Chief Financial Officer. Based upon the way the CODM reviews financial information and makes operating decisions and considering that the CODM reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance, the service-based and transaction-based operations constitute a single operating segment and one reportable segment.

Net Loss Per Share Attributable to Stockholders

The Company has five classes of participating securities (Series A preferred stock, par value $0.000001 per share (“Series A Preferred Shares”), Series

B-1

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

B-1

Preferred Shares”), and Series

B-2

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

B-2

Preferred Shares”) and, together with the Series A Preferred Shares and the Series

B-1

Preferred Shares, the “Preferred Stock”), unvested Restricted Stock Awards (“RSA”) and early exercised stock options) issued and outstanding as of December 31, 2021 and 2020. The Company used the

two-class

method to compute net loss per common share, because it had issued multiple classes of participating securities. The

two-class

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

two-class

method to compute net (loss) income per common share. Losses are not attributed to participating securities as holders of Preferred Stock, unvested RSAs, and early exercise stock options are not contractually obligated to share in the Company’s losses.

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

non-recourse

notes (refer to Note 16

Related-Party Transactions

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

Diluted net loss per share attributable to holders of Common Stock adjusts the basic net loss per share attributable to stockholders and the weighted-average number of shares outstanding for the potentially dilutive

impact of stock options, warrants, and restricted stock using the treasury stock method and convertible preferred stock using the

as-if-converted

method.

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


	For the Year Ended December 31,
	2021			2020
Numerator
Net loss	$	(19,993	)	$	(6,957	)
Less: noncumulative dividend to convertible preferred stockholders		—			—
Less: undistributed earnings to participating securities		—			—

Net loss attributed to common stockholders—basic		(19,993	)		(6,957	)
Add: undistributed earnings reallocated to common stockholders		—			—

Net loss attributed to common stockholders—diluted	$	(19,993	)	$	(6,957	)
Denominator
Weighted-average shares of common stock—basic		100,839,231			90,986,048
Dilutive effect of equity incentive awards		—			—

Weighted-average shares of common stock—diluted		100,839,231			90,986,048
Net loss per share
Basic	$	(0.20	)	$	(0.08	)
Diluted	$	(0.20	)	$	(0.08	)

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


	For the Year Ended December 31,
	2021		2020
Equity incentive awards		25,627,159		23,352,837
Convertible preferred stock		150,534,600		150,534,600
Series B-1 warrants		1,664,394		—

Total		177,826,153		173,887,437

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted:

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2016-13,

Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

ASU

2016-13

introduced a new credit loss methodology, the Current Expected Credit Losses (“CECL”) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans,

held-to

maturity debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired. Subsequent to the issuance of ASU

2016-13,

the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for public companies for the fiscal

year beginning after December 15, 2019. In February 2020, the FASB issued an amendment providing a description of the measurement process for current expected credit losses. Early adoption is permitted. The Company plans to adopt the standard on January 1, 2023, provided it remains an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU

2019-12,

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

(“ASU

2019-12”),

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

2019-12

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

2019-12

also amends other aspects of the guidance to help simplify and promote consistent application of U.S. GAAP. This ASU is effective for public companies for annual periods beginning after December 15, 2020. Early adoption is permitted. The Company plans to adopt the standard on January 1, 2022, provided it remains an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU

No. 2020-04,

Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

, which provides optional guidance for accounting for contracts, hedging relationships, and other transactions affected by reference rate reform, if certain criteria are met. The provisions of this standard are available for election for all companies through December 31, 2022. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU

2020-06,

Debt – Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for

Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU 2020-06”).

The guidance

in ASU 2020-06 simplifies

the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in

the ASU 2020-06 also

simplify the guidance in ASC Subtopic

815-40,

Derivatives and Hedging: Contracts in Entity’s Own Equity

, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the

if-converted

method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments

in ASU 2020-06 are

effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and related disclosures.

In May 2021, the FASB

issued ASU 2021-04,

Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic

470-50),

Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40),

which addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. The amendments in this update are effective for all companies for annual periods beginning after December 15, 2021. The new standard will be effective for the Company on January 1, 2022. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements:

In October 2020, the FASB issued ASU

2020-10,

Codification Improvements

(“Codification”). The update provides incremental improvements on various topics in the Codification to provide clarification, correct errors in, and simplification on a variety of topics. Among other things, the guidance includes presentation disclosures for the amount of income tax expense or benefit related to other comprehensive income. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the standard effective January 1, 2021. The Company has evaluated the effect that the updated standard had on its internal processes, consolidated financial statements, and related disclosures, and has determined that the adoption did not have a significant impact on its consolidated financial statements and related disclosures.

Business and Basis of Presentation

12 Months Ended

Dec. 31, 2021

Text Block [Abstract]

Business and Basis of Presentation

Note 1 Business and Basis of Presentation

Business

Dave Inc. (the “Company” or “Dave”), formerly known as VPC Impact Acquisition Holdings III, Inc. is a Delaware corporation, which operates through its subsidiary, Dave Operating LLC. The Company’s business is to provide its members (“Members”) a suite of financial software and services related to personal finance. All operating activities, revenues earned, and expenses incurred were generated in the United States of America.

VPCC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On January 5, 2022 (the “Closing Date”), VPCC completed a business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated as of June 7, 2021 (the “Merger Agreement”), by and among VPCC, Bear Merger Company I, Inc., Bear Merger Company II, LLC, and pre-Business Combination Dave Inc. (“Legacy Dave”). On the Closing Date, VPCC was renamed Dave Inc. and its shares began trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “DAVE.” The Company’s public warrants also trade on Nasdaq under the ticker symbol “DAVEW”.

Unless the context otherwise requires, the information below pertains to Legacy Dave, the pre-Business Combination operating company that existed prior to the Business Combination which closed on the Closing Date, and in such context, the terms “the Company” or “Dave” refers to such pre-combination company. Please refer to Note 19

Subsequent Events

for further discussion of the Business Combination.

Dave’s Personal Financial Management Service

Dave’s personal financial management service enables Members to monitor their bank account balances to avoid overdraft fees and build budgets to assist in short-term financial planning. When a Member signs up for the Company’s mobile application, Dave connects to the Member’s checking account and then monitors and analyzes the Member’s typical spending and saving behavior. Based on this analysis, Dave identifies upcoming expenses, such as a car or rent payment, and likely future spending based on historical spending habits that enables Members to more effectively manage their finances. The Members are charged a $1 monthly fee for this software monitoring service. Revenue from Dave’s personal financial management service are included in service based revenue, net in the consolidated statement of operations.

Dave’s Advance Service (Extra Cash)

Many of Dave’s Members are at risk of having liquidity shortfalls before they receive their next paycheck. To help these Members avoid incurring overdraft fees, Dave offers them the ability to obtain a

non-recourse

cash advance of up to $250 (an “Advance”).

Members need not pay a fee to obtain an Advance, as Members can always obtain Advances via automated clearing house (“ACH”) payment for free, which generally arrive within three business days. However, many Members choose to pay an optional instant transfer fee to obtain the Advance within eight hours. Members may also choose to pay a voluntary tip to compensate the Company for use of its Advance service. Revenue from Dave’s advance service are included in service based revenue, net in the consolidated statement of operations.

Dave’s Job Portal Service

As an additional tool to help prevent overdrafting and improve cash flow, Dave helps connect Members to open local jobs. Dave’s job portal service, referred to as “Side Hustle,” enables Members to view potential

opportunities for supplemental work, primarily in flexible, part-time roles. Side Hustle allows Members to submit applications to a repository of job openings with various partner companies, which include various ride share platforms and food delivery companies. Dave generates referral fees from partner companies for facilitating contacts between them and the Dave’s Members. Revenue from Dave’s job portal service are included in service based revenue, net in the consolidated statement of operations.

Dave’s Checking Product

Dave offers a free, no minimum, no

overdraft-fee

mobile checking account to its Members in partnership with a federally insured banking institution. Members can fund their accounts with direct deposit from their payroll or make manual cash and electronic deposits, spend via a debit card, access ATMs and transfer funds between accounts at other banks and to third parties online, all through Dave’s mobile application.

Other features include automated budgeting, advances, access to the Company’s exclusive job board, and the ability to build credit with

on-time

rent payments. Revenue from Dave’s checking product are included in transaction based revenue, net in the consolidated statement of operations.

Basis of Presentation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and a variable interest entity (“VIE”). All intercompany transactions and balances have been eliminated upon consolidation.

In accordance with the provisions of Accounting Standards Codification (“ASC”) 810,

Consolidation,

the Company consolidates any VIE of which the Company is the primary beneficiary. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company does not consolidate a VIE in which it has a majority ownership interest when it is not considered the primary beneficiary. The Company evaluates its relationships with its VIEs on an ongoing basis to ensure that the Company continues to be the primary beneficiary.

Variable Interest Entities

The Company is considered the primary beneficiary of Dave OD Funding I, LLC (“Dave OD”), as it has the power over the activities that most significantly impact the economic performance of Dave OD and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant, in accordance with accounting guidance. As a result, the Company consolidated Dave OD and all intercompany accounts have been eliminated. The carrying value of Dave OD’s assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheet as of December 31, 2021, are as follows:


Assets
Cash and cash equivalents	$	26,239
Member advances, net of allowance for unrecoverable advances of $1,315 as of December 31, 2021		35,835
Debt and credit facility commitment fee, current		470
Debt facility commitment fee, long-term		131

Total assets	$	62,675

Liabilities
Accounts payable	$	411
Debt facility		35,000
Credit facility		20,000
Other current liability		400
Warrant liability		3,726

Total liabilities	$	59,537

The assets of Dave OD are not restricted and its creditors have full recourse against the Company for its liabilities. Dave OD had no activity during the year ended December 31, 2020.

COVID-19

Impact

There are many uncertainties regarding the current global pandemic involving a novel strain of coronavirus

(“COVID-19”),

and the Company continues to closely monitor the impact of the pandemic on all aspects of its business, including how it has and may in the future impact its Members, employees, suppliers, vendors, and business partners. The duration and magnitude of the continuing effects of

COVID-19

on the Company’s Members remain uncertain and dependent on various factors, including the continued severity and transmission rate of the virus, new variants of the virus, the nature of and duration for which preventative measures remain in place, the extent and effectiveness of containment and mitigation efforts, including vaccination programs, and the type of stimulus measures and other policy responses that the U.S. government may further adopt.

Beginning in March 2020, the Company’s business and operations were disrupted by the conditions caused by

COVID-19,

which adversely affected Members’ spending levels and disposable income. Governmental actions such as the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) helped mitigate the effects of

COVID-19

on the Company’s Members. In particular, stimulus funds and incremental unemployment benefits provided under the CARES Act created additional financial support for the Company’s Members; however, the overall economic conditions potentially increase Members’ credit risk. The Company expects to continue to assess the evolving impact of the

COVID-19

pandemic and intends to make adjustments to its responses accordingly.

Initial Public offering	12 Months Ended
Initial Public offering	Dec. 31, 2021
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,376,598 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,876,598 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2021
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,100,214 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $7,650,320 in the aggregate, which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On January 19, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 6,468,750 shares of Class B common stock (the “Founder Shares”). On January 22, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an

as-converted

basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares issued and outstanding.

The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 10 trading days within any

30-trading

day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Promissory Note—Related Party

On January 14, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was

non-interest

bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $88,142 was repaid at the closing of the Initial Public Offering on March 9, 2021. Borrowings under the Promissory Note are no longer available.

Administrative Services Agreement

The Company entered into an agreement, commencing on March 4, 2021, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January 14, 2021 (inception) through December 31, 2021, the Company incurred $100,000 in fees for these services, of which $

90,000

is included in accrued expenses in the accompanying consolidated balance sheet as of December 31, 2021.

Note 16 Related-Party Transactions

Leasing Arrangements:

In November 2018, the Company entered into a sublease agreement with PCJW, controlled by Company’s founders (including the Company’s current CEO), for general office space next to the aforementioned leased property in Los Angeles, California. The lease term is five years subject to early termination by either party. Under the terms of the sublease, monthly rent is approximately $0.005 million, subject to an annual escalation of 4%.

In January 2019, the Company entered into a lease agreement with PCJW for office space located in Los Angeles, California. The lease term is seven years, beginning January 1, 2019 and ending December 31, 2025. Monthly rent is approximately $0.019 million, subject to an annual escalation of 5%.

During 2021 and 2020, the Company paid approximately $0.3 million and $0.3 million under lease agreements with PCJW for general office space in Los Angeles, California. Refer to Note 12

Leases

for further details on the Company’s leasing arrangement with PCJW.

The following is a schedule of future minimum rental payments as of December 31, 2021, under Company’s

sub-lease

for the properties located in Los Angeles, California signed with PCJW, the entity controlled by the Company’s founders (in thousands):


Year	Related-Party Commitment
2022	$	335
2023		339
2024		295
2025		309
Thereafter		—

Total minimum lease payments	$	1,278

Less: imputed interest		(214	)

Total lease liabilities	$	1,064

The related-party components of the lease

right-of-use

assets, lease liabilities, short-term, and lease liabilities, long-term are presented as part of the

right-of-use

asset and lease liability on the consolidated balance sheets.

Related-Party Exercise Receivable Promissory Notes

During 2018, the Company issued

non-recourse

promissory notes with certain employees, which allowed for the early exercise of stock options, with the exercise price to be paid back to the Company at a later date. The notes for approximately $0.1 thousand were secured by a pledge of 1,942,250 shares.

During 2020, the Company issued a

non-recourse

promissory note with a certain executive, which allowed for the early exercise of stock options, with the exercise price to be paid back to the Company at a later date. The note for approximately $1.0 million was secured by a pledge of 1,050,000 shares.

The amounts due as of December 31, 2021 and 2020, was approximately $1.1 million and $1.1 million, respectively. The promissory notes have a term of five years and carry stated interest rates between 1.5% and 2.0%, which are compounded annually.

Loans to Stockholders

In 2019, the Company entered into loan, pledge, and option agreements (“Loans to Stockholders”) with various employees, who are also stockholders, to provide those employees cash in exchange for

non-recourse

promissory notes and call options, which allow the Company to acquire shares held by these stockholders. The entire unpaid principal balance of these Loans to Stockholders, together with all accrued but unpaid interest, is due and payable upon the earlier (i) of August 12, 2026; (ii) a liquidity event; or (iii) upon the exercise of the call option by the Company. These Loans to Stockholders carry stated interest rates of 1.87%, which are compounded annually. Inclusive of interest, the Loans to Stockholders were approximately $15.2 million and $14.8 million as of December 31, 2021 and 2020, respectively. Please refer to Note 2

Significant Accounting Policies

for further details on the fair value of the derivative asset related to the Loans to Stockholders. In January 2022, the Company exercised the call options and the promissory notes were repaid. Please refer to Note 19

Subsequent Event

for details.

Commitments	12 Months Ended
Commitments	Dec. 31, 2021	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or results of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,881,809 in the aggregate. The deferred fee was paid to the underwriters at the closing of the Business Combination on January 5, 2022.	Note 13 Commitments and Contingencies Litigation: From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. In December 2021, the Company accrued $0.5 million related to a settlement agreement related to an employment dispute, which is included within legal settlement accrual in the consolidated balance sheet for the year ended December 31, 2021 Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or claims will have a significant adverse effect on the Company’s business, financial condition, results of operations, or cash flows. Stoffers v. Dave Inc. (filed September 16, 2020 in LA County Superior Court) This is a purported class action lawsuit filed in connection with a July 2020 data breach. The Company is in the process of settling this matter and estimates the settlement to be approximately $3.2 million, which amount is included within legal settlement accrual in the consolidated balance sheets for the years ended December 31, 2021 and 2020. Martinsek v. Dave Inc. In January 2020, a former employee of the Company filed a complaint in the California Superior Court for the County of Los Angeles against the Company and the Company’s Chief Executive Officer, asserting claims for, among other things, breach of contract, breach of fiduciary duty, conversion, and breach of the implied covenant of good faith and fair dealing. The complaint alleges that the Company and the Chief Executive Officer misappropriated approximately 6.8 million shares by rescinding a stock option agreement and a restricted stock purchase agreement between the Company and the former employee under which such shares were issued and repurchasing the shares. The Company rescinded the agreements for failure of consideration. The Company and the Chief Executive Officer answered, denying all claims and asserting defenses. Discovery has commenced and a trial date has been set in November 2022. The Company is vigorously defending against this claim. Whalerock v. Dave Inc. Whalerock Industries Holding Company, LLC (“Whalerock”) filed an unlawful detainer action against the Company on or about August 4, 2020, which was dismissed by Whalerock on March 18, 2021. On or about March 29, 2021, Whalerock initiated new litigation against the Company seeking declaratory relief. The Company and Whalerock entered into a sublease in May 2020 whereby the Company would sublease certain space from Whalerock located in West Hollywood, California. This matter involves a dispute between the Company and Whalerock over whether the 18-month sublease has commenced, and if so, when. The Company is actively litigating this matter and cannot estimate the likely outcome at this time.

Stockholders' equity	12 Months Ended
Stockholders' equity	Dec. 31, 2021
Equity [Abstract]
Stockholders' equity	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock —The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At December 31, 2021, there were 25,376,598 Class A common stock issued and outstanding, which are presented as temporary equity. Class B Common Stock —The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2021, there were 6,344,150 shares of Class B common stock issued and outstanding. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Derivative Instruments and Hedging Activities Disclosure [Abstract]

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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+ Details

Warrant Liabilities

12 Months Ended

Dec. 31, 2021

Warrant Liabilities

NOTE 8. WARRANT LIABILITIES

As of December 31, 2021, there are 6,344,150 Public Warrants outstanding and 5,100,214 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $18.00:

—Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the

30-day

redemption period.

Redemption of warrants for when the price per share of Class

A common stock equals or exceeds $10.00:

— Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and

•

if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the

30-trading

day period ending three trading days before the Company sends notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to

the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

As of December 31, 2021, there were 5,100,214 Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable

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

Marketable Securities

12 Months Ended

Dec. 31, 2021

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

Note 3 Marketable Securities

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


	December 31, 2021		December 31, 2020
Marketable securities	$	8,226	$	17,666

Total	$	8,226	$	17,666

The Company’s marketable securities consisted of a money market mutual fund. At December 31, 2021 and 2020, the fund’s money market instruments were comprised of primarily certificates of deposit and financial company/asset backed commercial paper. At December 31, 2021 and 2020, the investment portfolio had a weighted-average maturity of 46 days. The fund is publicly traded with a ticker symbol SPPXX and the money market instruments were measured at fair market value at December 31, 2021 and 2020. Proceeds from sales and purchases of marketable securities during the year ended December 31, 2021, were approximately $9.4 million and $0.005 million, respectively. Proceeds from sales and purchases of marketable securities during the year ended December 31, 2020, were approximately $7.8 million and $0.1 million, respectively. The amount of loss recorded in connection with the investment in marketable securities for the year ended December 31, 2021, was approximately $0.001 million and was recorded as a component of interest expense in the consolidated statements of operations. The amount of gain recorded in connection with the investment in marketable securities for the year ended December 31, 2020, was approximately $0.003 million and was recorded as a component of interest income in the consolidated statements of operations.

Member Cash Advances, Net

12 Months Ended

Dec. 31, 2021

Receivables [Abstract]

Member Cash Advances, Net

Note 4 Member Cash Advances, Net

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


Days From Origination	Gross Member Advances		Allowance for Unrecoverable Advances			Member Advances, Net
1-10	$	39,910	$	(1,313	)	$	38,597
11-30		8,111		(2,084	)		6,027
31-60		4,781		(2,652	)		2,129
61-90		3,986		(2,735	)		1,251
91-120		4,220		(3,211	)		1,009

Total	$	61,008	$	(11,995	)	$	49,013

Below is a detail of Member cash advances, net as of December 31, 2020 (in thousands):


Days From Origination	Gross Member Advances		Allowance for Unrecoverable Advances			Member Advances, Net
1-10	$	27,948	$	(1,367	)	$	26,581
11-30		8,380		(1,205	)		7,175
31-60		5,489		(3,009	)		2,480
61-90		6,088		(4,284	)		1,804
91-120		3,419		(2,715	)		704

Total	$	51,324	$	(12,580	)	$	38,744

Member advances, net, represent outstanding advances, tips, and processing fees, net of direct origination costs, less an allowance for unrecoverable advances.

The roll-forward of the allowance for unrecoverable advances is as follows (in thousands):


Opening allowance balance at January 1, 2020	$	9,355
Plus: provision for unrecoverable advances		25,539
Less: amounts written-off		(22,314	)

Ending allowance balance at December 31, 2020	$	12,580

Plus: provision for unrecoverable advances		32,174
Less: amounts written-off		(32,759	)

Ending allowance balance at December 31, 2021	$	11,995

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Note 5 Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	December 31, 2021			December 31, 2020
Computer equipment	$	664		$	289
Leasehold improvements		384			427
Furniture and fixtures		14			14

Total property and equipment		1,062			730
Less: accumulated depreciation		(377	)		(214	)

Property and equipment, net	$	685		$	516

Depreciation expense for the years ended December 31, 2021 and 2020, was approximately $0.2 million and $0.1 million, respectively. As of December 31, 2021 and 2020, the Company had outstanding commitments for the purchase of property and equipment totaling approximately $0.03 million and $0.007 million, respectively.

Intangible Assets, Net

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Note 6 Intangible Assets, Net

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


			December 31, 2021							December 31, 2020
	Weighted Average Useful Lives		Gross Carrying Value		Accumulated Amortization			Net Book Value		Gross Carrying Value		Accumulated Amortization			Net Book Value
Internally developed software		3.0 Years	$	13,109	$	(5,342	)	$	7,767	$	7,002	$	(2,587	)	$	4,415
Domain name		15.0 Years		121		(39	)		82		121		(31	)		90

Intangible assets, net			$	13,230	$	(5,381	)	$	7,849	$	7,123	$	(2,618	)	$	4,505

The future estimated amortization expenses as of December 31, 2021, were as follows (in thousands):


2022	$	3,658
2023		2,851
2024		1,282
2025		8
2026		8
Thereafter		42

Total future amortization	$	7,849

Amortization expense for the years ended December 31, 2021 and 2020, was approximately $2.8 million and $1.6 million, respectively. No impairment charges were recognized related to long-lived assets for the years ended December 31, 2021 and 2020.

Accrued Expenses

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses

Note 7 Accrued Expenses

The Company’s Accrued expenses consisted of the following (dollars in thousands):


	December 31, 2021		December 31, 2020
Accrued charitable contributions	$	7,164	$	3,364
Accrued compensation		1,522		875
Sales tax payable		1,208		991
Accrued professional and program fees		2,163		94
Other		988		—

Total	$	13,045	$	5,324

Accrued charitable contributions include amounts the Company has pledged related to charitable tree and meal donations. The Company uses a portion of tips received to make a charitable cash donation to third parties who use the funds to plant trees or provide meals to those in need. For the years ended December 31, 2021 and 2020, the Company pledged approximately $4.7 million and $3.8 million related to charitable donations, respectively. These costs are expensed as incurred and are presented within other general and administrative expenses in the consolidated statements of operations.

Accrued compensation includes accrued b

onu

ses, accrued vacation, and employer Social Security payroll taxes deferred under the CARES Act. Other accrued expenses include amounts owed related to Dave’s Checking Product.

Convertible Debt, Net	12 Months Ended
Convertible Debt, Net	Dec. 31, 2021
Debt Disclosure [Abstract]
Convertible Debt, Net	Note 8 Convertible Debt, Net 2019 Convertible Notes: In 2019, the Company issued convertible promissory notes in an aggregate principal amount of approximately $0.7 million (the “2019 Convertible Notes”). The interest rate is 1.69% per annum, computed as simple interest and will accrue and be payable with each installment of principal. The 2019 Convertible Notes and accrued interest are due in full upon maturity, which is 36 months (2022) from the respective issuance dates. Issuance costs related to this transaction were not significant. The 2019 Convertible Notes contained an embedded feature whereby the principal and interest are convertible into shares of the Common Stock or a sub-class of Preferred Stock at the holder’s option if a qualified equity transaction were to take place (“2019 Optional Conversion upon a Qualified Financing”). A qualified equity transaction is defined as a financing transaction that raises at least $40.0 million through the issuance of common or preferred shares. The Company determined that this embedded feature was, in substance, a put option settleable in a variable number of shares. However, it was determined that separate accounting under ASC 815 was not required because the put option was “clearly and closely related” to the host contract, as there was no significant discount or premium upon conversion. Therefore, the 2019 Convertible Notes and their embedded features were recorded as a single debt instrument. Additionally, the 2019 Convertible Notes contained a contingent beneficial conversion feature; however, the accounting for such feature is not recognized until the contingency associated with it is subsequently resolved. As of December 31, 2021, no conversions of the 2019 Convertible Notes had occurred nor has the contingency associated with the beneficial conversion feature been resolved. The total outstanding principal and accrued interest balance is presented within convertible debt, current on the consolidated balance sheets. Contractual interest expense on the 2019 Convertible Notes for the years ended December 31, 2021 and 2020, was $0.001 million, respectively, and are included in Interest expense within the consolidated statements of operations. The effective interest rate on the 2019 Convertible Notes was 1.7%. In January 2022, the 2019 Convertible Notes were converted into shares of Common Stock. Please refer to Note 19 Subsequent Events for details.

Line of Credit	12 Months Ended
Line of Credit	Dec. 31, 2021
Debt Disclosure [Abstract]
Line of Credit	Note 9 Line of Credit In November 2017, the Company entered into a line of credit agreement with UBS (the “UBS Agreement”). Issuance costs related to this transaction were not significant. There is no stated maturity date, there are no financial covenants and the amount of line of credit is solely dependent upon the total amount of assets the Company holds with UBS at any given point. During 2021, the Company repaid $3.9 million and the UBS Agreement was terminated in March 2021. As of December 31, 2020, the Company had an outstanding balance of $3.9 million, which included $0.01 million of accrued interest. The interest incurred related to this borrowing is included in Interest expense within the consolidated statement of operations.

Note Payable	12 Months Ended
Note Payable	Dec. 31, 2021
Debt Disclosure [Abstract]
Note Payable	Note 10 Note Payable In August 2021, VPCC entered into an amendment to the private investment in public equity (“PIPE”) subscription agreement (“PIPE Amendment”) it previously entered into with Alameda Research Ventures LLC (“Alameda Research”) in connection with the proposed business combination with the Company (refer to Note 1 Business and Basis of Presentation ). The PIPE Amendment calls for a $15.0 million pre-funding, which was facilitated through the issuance of an unsecured promissory note by the Company to Alameda Research. The Company’s obligations to repay the principal amount of the promissory note will be discharged through the issuance of 1.5 million shares of VPCC to Alameda Research at the closing of the business combination. The promissory note bears an interest rate of the applicable short-term federal rate and is due at the earlier of (i) the one-year anniversary of the promissory note, or (ii) an event of default. The Company has elected to measure the note payable debt instrument at fair value using the fair value option of ASC 825-10. The Company determined that the feature to settle the promissory note with shares at the closing of the business combination is a contingently exercisable share settled put option that represents an embedded derivative instrument that requires bifurcation from the host promissory note. Additionally, the feature to redeem the promissory note upon a default event is a contingently exercisable call option and represents an embedded derivative instrument that requires bifurcation from the host promissory note. However, in accordance with ASC 815-15-25-1 criterion (b), since the Company has elected to apply the fair value option to the debt, the embedded features will not be separated from the debt host. The fair value of the promissory note was $14.6 million as of the issuance date and $15.1 million as of December 31, 2021.

Long-Term Debt Facility

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt Facility

Note 11 Long-Term Debt Facility

In January 2021, Dave OD Funding I, LLC (“Borrower”) entered into a Senior Secured Loan Facility (the “Debt Facility”) with Victory Park Management, LLC (“Agent”), which is an affiliate of VPCC, allowing the Borrower to draw up to $100 million from various lenders associated with Victory Park Management, LLC (the “Lenders”). The Debt Facility has an interest rate of 6.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55%. Interest is payable monthly in arrears. The effective interest rate as of December 31, 2021, was 9.57%. The Company guaranteed up to $20,000,000 of Dave OD’s obligations under the Debt Facility, and currently that limited guaranty is secured by a first-priority lien against substantially all of the Company’s assets. The Debt Facility has certain financial covenants, including a requirement to maintain a minimum cash, cash equivalents, or marketable securities balance of $10.0 million and as of December 31, 2021, the Company was in compliance with all covenants. Payments of the loan draws are due at the following dates: (i) within five business days after the date of receipt by the Borrower and the Company (“Credit Party”) or any of their subsidiaries of any net cash proceeds in excess of $250 thousand in the aggregate during any fiscal year from any asset sales (other than certain permitted dispositions), the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100% of such net cash proceeds; (ii) within five business days after the date of receipt by any Credit Party or any of their subsidiaries, or the Agent as loss payee, of any net cash proceeds from any destruction or taking, the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100% of such net cash proceeds; (iii) within three business days after the date of receipt by any Credit Party or any of their subsidiaries of any net cash proceeds from the incurrence of any indebtedness of any Credit Party or any of their subsidiaries (other than with respect to permitted indebtedness), the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100% of such net cash proceeds; and (iv) (a) if extraordinary receipts are received by any Credit Party in the aggregate amount in any fiscal year in excess of $250 thousand or (b) if an event of default has occurred and is continuing at any time when any extraordinary receipts are received by any Credit Party, then within five business days of the receipt by any Credit Party of any such extraordinary receipts, the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to (x) 100% of such extraordinary receipts in excess of $250 thousand in respect of clause (a) above and (y) 100% of such extraordinary receipts in respect of clause (b) above.

In November 2021, Dave OD entered into an amendment of the Debt Facility which added a $20 million credit line (as amended, the “Credit Facility”) which has an interest rate of 8.95% annually plus a base rate

defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55%. The effective interest rate as of December 31, 2021, was 13.88%. As of December 31, 2021, the Company has drawn $35.0 million on the Debt Facility and $20.0 million on the Credit Facility. The Company has made no repayments.

Contemporaneously with the execution of the Debt Facility, the Company issued warrants to the Lenders as consideration for entering into the Debt Facility, representing a loan commitment fee. The warrants vest and become exercisable based on the Company’s aggregated draw on the Debt Facility in incremental $10.0 million tranches and terminate upon the earliest to occur of (i) the fifth anniversary of the occurrence of a qualified financing event, and (ii) the consummation of a liquidity event. The holders of the warrants have the ability to exercise their right to acquire a number of Series B-1 Preferred Shares equal to 0.2% of the fully diluted equity of the Company as of the closing date

(“Series B-1

Warrants Closing Date”) of the Company’s next equity financing with proceeds of at least $40.0 million (“Qualified Financing Event”) or immediately prior to the consummation of a liquidity event. The exercise price of the warrants is the greater of (i) 80% of the fair market value of each share of Common Stock at the

Series B-1

Warrants Closing Date, and (ii) $3.752050 per share, subject to certain down-round adjustments. The warrants meet the definition of a derivative under ASC 815 and will be accounted for as a liability at fair value and subsequently remeasured to fair value at the end of each reporting period with the changes in fair value recorded in the consolidated statement of operations. The initial offsetting entry to the warrant liability was an asset recorded to reflect the loan commitment fee. The loan commitment fee asset will be amortized to interest expense over the commitment period of four years. In November 2021, the Company amended the warrant agreements to include additional terms, including a contingent cash settlement amount for approximately $4.5 million at the option of the Lenders, subject to the consummation of a liquidity event and minimum cash proceeds from the liquidity event. The amendment did not change the classification of the warrants as a derivative under ASC 815. The Company estimated the fair value of the warrants at the issuance date to be $0.1 million using the Black-Scholes option-pricing model. Determining the fair value of these warrants under this model requires subjective assumptions. These estimates involve inherent uncertainties and the application of management’s judgment. The following table presents the assumptions used to estimate the fair value of the warrants at the issuance date:


Expected volatility		55.0%
Risk-free interest rate		0.1 - 0.2%
Remaining term		0.6 - 2.9 Years

Convertible Preferred Stock And Stockholders Deficit [Abstract]

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (c)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Leases

12 Months Ended

Dec. 31, 2021

Text Block [Abstract]

Leases

Note 12 Leases

In June 2018, the Company entered into a lease agreement for a single general office space in Los Angeles, California. The initial term of the lease was nine months with a five-year extension option at the discretion of the lessee. Monthly rent was approximately $0.001 million, subject to an annual escalation of 3%. In November 2021, the Company and lessor agreed to terminate the lease agreement.

In November 2018, the Company entered into a sublease agreement with PCJW Properties LLC (“PCJW”), controlled by Company’s founders (including the Company’s current CEO), for general office space next to the aforementioned leased property in Los Angeles, California. The lease term is five years subject to early termination by either party. Under the terms of the sublease, monthly rent is approximately $0.005 million, subject to an annual escalation of 4%.

In September 2019, the Company entered into a sublease for general office space in West Hollywood, California. The lease term was two years subject to early termination by either party. Under the terms of the lease, monthly rent was approximately $0.01 million, subject to an annual escalation of 3%. In December 2019, the Company entered into a lease amendment to increase the leased office space in exchange for monthly rent of approximately $0.023 million. The amendment also extended the lease term to October 31, 2021, and increased the annual escalation to 3.5%.

In May 2020, the Company entered into a sublease with Whalerock for general office space in West Hollywood, California. Under the terms of the sublease, the lease term is approximately

18-months

and the monthly rent is approximately $0.14 million. The Company began utilizing the office space in June 2021.

All leases were classified as operating and operating lease expenses are presented within Other operating expenses in the consolidated statements of operations. The Company does not have any finance leases or sublease arrangements where the Company is the sublessor. The Company’s leasing activities are as follows (in thousands):


	For the Year Ended December 31,
	2021			2020
Operating lease cost	$	1,424		$	546
Short-term lease cost		4			—
Variable lease cost		—			—

Total lease cost	$	1,428		$	546

Other information:
Cash paid for operating leases	$	1,347		$	534
Right-of-use assets obtained in exchange for new operating lease liability	$	2,514		$	—
Weighted-average remaining lease term - operating lease		2.07			4.19
Weighted-average discount rate - operating lease		10	%		10	%

The future minimum lease payments as of December 31, 2021, were as follows (in thousands):


Year	Third-Party Commitment			Related-Party Commitment			Total
2022	$	1,770		$	335		$	2,105
2023		148			339			487
2024		—			295			295
2025		—			309			309
Thereafter		—			—			—

Total minimum lease payments	$	1,918		$	1,278		$	3,196

Less: imputed interest		(92	)		(214	)		(306	)

Total lease liabilities	$	1,826		$	1,064		$	2,890

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or results of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,881,809 in the aggregate. The deferred fee was paid to the underwriters at the closing of the Business Combination on January 5, 2022.	Note 13 Commitments and Contingencies Litigation: From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. In December 2021, the Company accrued $0.5 million related to a settlement agreement related to an employment dispute, which is included within legal settlement accrual in the consolidated balance sheet for the year ended December 31, 2021 Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or claims will have a significant adverse effect on the Company’s business, financial condition, results of operations, or cash flows. Stoffers v. Dave Inc. (filed September 16, 2020 in LA County Superior Court) This is a purported class action lawsuit filed in connection with a July 2020 data breach. The Company is in the process of settling this matter and estimates the settlement to be approximately $3.2 million, which amount is included within legal settlement accrual in the consolidated balance sheets for the years ended December 31, 2021 and 2020. Martinsek v. Dave Inc. In January 2020, a former employee of the Company filed a complaint in the California Superior Court for the County of Los Angeles against the Company and the Company’s Chief Executive Officer, asserting claims for, among other things, breach of contract, breach of fiduciary duty, conversion, and breach of the implied covenant of good faith and fair dealing. The complaint alleges that the Company and the Chief Executive Officer misappropriated approximately 6.8 million shares by rescinding a stock option agreement and a restricted stock purchase agreement between the Company and the former employee under which such shares were issued and repurchasing the shares. The Company rescinded the agreements for failure of consideration. The Company and the Chief Executive Officer answered, denying all claims and asserting defenses. Discovery has commenced and a trial date has been set in November 2022. The Company is vigorously defending against this claim. Whalerock v. Dave Inc. Whalerock Industries Holding Company, LLC (“Whalerock”) filed an unlawful detainer action against the Company on or about August 4, 2020, which was dismissed by Whalerock on March 18, 2021. On or about March 29, 2021, Whalerock initiated new litigation against the Company seeking declaratory relief. The Company and Whalerock entered into a sublease in May 2020 whereby the Company would sublease certain space from Whalerock located in West Hollywood, California. This matter involves a dispute between the Company and Whalerock over whether the 18-month sublease has commenced, and if so, when. The Company is actively litigating this matter and cannot estimate the likely outcome at this time.

Convertible Preferred Stock and Stockholders' Deficit

12 Months Ended

Dec. 31, 2021

Convertible Preferred Stock And Stockholders Deficit

Note 14 Convertible Preferred Stock and Stockholders’ Deficit

The number of authorized, issued and outstanding stock, liquidation value, and carrying value as of December 31, 2021 and 2020, were as follows:


	As of December 31, 2021
	Authorized Shares		Issued Shares		Outstanding Shares		Liquidation Preference (in thousands)		Carrying Value (in thousands)
Series A Preferred Shares		133,216,940		133,216,940		133,216,940	$	130,686	$	9,881
Series B-1 Preferred Shares		13,326,050		13,326,050		13,326,050	$	50,000	$	49,675
Series B-2 Preferred Shares		3,991,610		3,991,610		3,991,610	$	11,981	$	12,617
Common Stock		290,000,000		105,964,928		104,022,678	$	—	$	0.1

	As of December 31, 2020
	Authorized Shares		Issued Shares		Outstanding Shares		Liquidation Preference (in thousands)		Carrying Value (in thousands)
Series A Preferred Shares		133,216,940		133,216,940		133,216,940	$	130,686	$	9,881
Series B-1 Preferred Shares		13,326,050		13,326,050		13,326,050	$	50,000	$	49,675
Series B-2 Preferred Shares		3,991,610		3,991,610		3,991,610	$	11,981	$	12,617
Common Stock		290,000,000		103,062,319		100,223,194	$	—	$	0.1

Convertible Preferred Stock:

Series A Preferred Shares

The Company’s Certificate of Incorporation (“Original Certificate”) and convertible preferred stock agreements specify the rights, preferences, and privileges of holders of the Company’s Series A Preferred Shares.

Series A Preferred Shares are entitled to dividends of $0.0113 per share per annum, subject to certain protection adjustments. Dividends are not cumulative and should be payable prior and in preference to any other dividends. No dividend may be declared or paid on any shares of Common Stock or Preferred Stock unless at the same time an equivalent dividend is declared or paid on all outstanding Preferred Stock. No dividends have been declared or paid as of either December 31, 2021 or December 31, 2020.

Holders of Series A Preferred Shares can convert at their discretion, their Series A Preferred Shares into Common Stock. The conversion rate was set in October 2017 as 1:1. During August 2019, the conversion rate was amended in the Company’s Amended and Restated Certificate of Incorporation (“Restated Certificate”) by dividing the conversion price of the Series A Preferred Shares ($0.141 per share) by the applicable conversion price ($0.141 per share). Therefore, the conversion rate of 1:1 was not changed as part of the Restated Certificate. The conversion price is subject to adjustments as detailed in the Restated Certificate.

The Company’s Original Certificate stated that the Series A Preferred Shares would automatically convert into Common Stock under certain conditions including an initial public offering of the Company (“Company IPO”) at a price of at least $0.423 per share and gross proceeds of at least $50.0 million. Per the Restated Certificate amended in August 2019, Series A Preferred Shares will automatically convert into Common Stock under certain conditions, including a Company IPO with gross proceeds of at least $75.0 million. Automatic conversion will take place at the conversion rate calculated at the time of the conversion and using the conversion formula described in the preceding paragraph.

The Series A Preferred Shares contain deemed liquidation provisions that allow holders of the Series A Preferred Shares the option to redeem the Series A Preferred Shares for cash or other assets. The stockholders of

the Company’s more subordinated equity instruments are not entitled to receive the same form of consideration as holders of the Series A Preferred Shares upon the occurrence of a liquidation event in which the Company does not affect the dissolution of the Company within 90 days after such deemed liquidation event. The preferential, ratable payment is made to preferred stockholders out of available assets determined as the higher of a) $0.141 per Series A Preferred Share, subject to adjustments as stated in the Restated Certificate, and b) amount that would have been payable if all Series A Preferred Shares were converted into Common Stock in accordance with the stated conversion rights. The contingent redemption by holders of Series A Preferred Shares upon a deemed liquidation event resulted in mezzanine equity classification (outside of permanent equity) on the Company’s consolidated balance sheets as of December 31, 2021 and 2020.

Series A Preferred Shares are entitled to stockholder voting rights that are equal to the number of Common Stock into which Series A Preferred Shares are convertible. Series A Preferred Shares have special preferred protective voting rights to approve, by majority vote, certain corporate events and changes including merger, consolidation, liquidation, increase in the amount of authorized Preferred Stock or Common Stock shares, and payment of dividends.

The Company determined that none of the embedded features required bifurcation and separate accounting as derivatives under ASC 815. The Company also determined that no beneficial conversion feature existed at the issuance date of the Series A Preferred Shares. However, a contingent beneficial conversion feature existed related to the conversion upon deemed liquidation events and the adjustment to the conversion price for dilution and other events. A contingent beneficial conversion feature is not recognized until the contingency is resolved and the event occurs. There is no current impact to the consolidated financial statements in relation to this contingent beneficial conversion feature as the contingency was not resolved as of December 31, 2021.

Series

B-1

Preferred Shares

The Company’s Certificate of Incorporation and convertible preferred stock agreements specify the rights, preferences, and privileges of holders of the Series

B-1

Preferred Shares.

Series

B-1

Preferred Shares are entitled to dividends of $0.300164 per share per annum, subject to certain protection adjustments. The above dividends are not cumulative and are payable prior and in preference to any other dividends. No dividend may be declared or paid on any shares of Common Stock or convertible Preferred Stock unless at the same time an equivalent dividend is declared or paid on all outstanding convertible Preferred Stock. No dividends have been declared or paid as of either December 31, 2021 or December 31, 2020.

Holders of Series

B-1

Preferred Shares can convert at their discretion, their Series

B-1

Preferred Shares into Common Stock. The conversion rate was set in August 2019 in the Company’s Restated Certificate, by dividing the conversion price of the Series

B-1

Preferred Shares ($0.3752050 per share) by the applicable conversion price ($0.3752050 per share). The conversion price is subject to adjustments as detailed in the Restated Certificate. There were no conversions to Common Stock or adjustments to the conversion price during 2021.

Series

B-1

Preferred Shares will automatically convert into Common Stock under certain conditions, including a Company IPO with gross proceeds of at least $75.0 million. Automatic conversion will take place at the conversion rate calculated at the time of the conversion and using the conversion formula described in the preceding paragraph.

The Series

B-1

Preferred Shares contain deemed liquidation provisions that allow holders of the Series

B-1

Preferred Shares the option to redeem the Preferred Stock for cash or other assets. The stockholders of the Company’s more subordinated equity instruments are not entitled to receive the same form of consideration as

holders of the Series

B-1

Preferred Shares upon the occurrence of a liquidation event in which the Company does not affect the dissolution of the Company within 90 days after such deemed liquidation event. The preferential, ratable payment is made to preferred stockholders out of available assets determined as the higher of a) $3.752050 per Series

B-1

Preferred Share, subject to adjustments as stated in the Restated Certificate, and b) the amount that would have been payable if all Series

B-1

Preferred Shares were converted into Common Stock in accordance with the stated conversion rights. The contingent redemption by holders of the Series

B-1

Preferred Shares upon a deemed liquidation event resulted in mezzanine equity classification (outside of permanent equity) on the Company’s consolidated balance sheets as of December 31, 2021 and 2020.

Series

B-1

Preferred Shares are entitled to stockholder voting rights that equal to the number of Common Stock into which the shares of Series

B-1

Preferred Shares are convertible. Series

B-1

Preferred Shares have special preferred protective voting rights to approve, by majority vote, certain corporate events and changes including merger, consolidation, liquidation, increase in the amount of authorized Preferred Stock or Common Stock shares, and payment of dividends.

B-1

Preferred Shares. However, a contingent beneficial conversion feature existed related to the conversion upon deemed liquidation events and the adjustment to the conversion price for dilution and other events. A contingent beneficial conversion feature is not recognized until the contingency is resolved and the event occurs. There is no current impact to the consolidated financial statements in relation to this contingent beneficial conversion feature as the contingency was not resolved as of December 31, 2021.

Series

B-2

Preferred Shares

The Company’s Certificate of Incorporation and convertible preferred stock agreements specify the rights, preferences, and privileges of holders of the Company’s Series

B-2

Preferred Shares.

Series

B-2

Preferred Shares are entitled to dividends of $0.240131 per share per annum, subject to certain protection adjustments. The above dividends are not cumulative and should be payable prior and in preference to any other dividends. No dividend may be declared or paid on any shares of Common Stock or convertible Preferred Stock unless at the same time an equivalent dividend is declared or paid on all outstanding convertible Preferred Stock. No dividends have been declared or paid as of either December 31, 2021 or December 31, 2020.

Holders of Series

B-2

Preferred Shares can convert at their discretion, their Series

B-2

Preferred Shares into Common Stock. The conversion rate was set in August 2019 in the Company’s Restated Certificate, by dividing the conversion price of the Series

B-2

Preferred Shares ($0.3001640 per share) by the applicable conversion price ($0.3001640 per share). The conversion price is subject to adjustments as detailed in the Restated Certificate. There were no conversions to Common Stock or adjustments to the conversion price during 2021.

Series

B-2

The Series

B-2

Preferred Shares contain deemed liquidation provisions that allow holders of the Series

B-2

Preferred Shares the option to redeem the Series

B-2

Preferred Shares for cash or other assets. The stockholders of the Company’s more subordinated equity instruments are not entitled to receive the same form of consideration as holders of the Series

B-2

Preferred Shares upon the occurrence of a liquidation event in which

the Company does not affect the dissolution of the Company within 90 days after such deemed liquidation event. The preferential, ratable payment is made to preferred stockholders out of available assets determined as the higher of a) $3.00164 per Series

B-2

Preferred Share, subject to adjustments as stated in the Restated Certificate, and b) amount that would have been payable if all Series

B-2

Preferred Shares were converted into Common Stock in accordance with the stated conversion rights. The contingent redemption by holders of the Series

B-2

Preferred Shares upon a deemed liquidation event resulted in mezzanine equity classification (outside of permanent equity) on the Company’s consolidated balance sheets for the years ended December 31, 2021 and 2020.

Series

B-2

Preferred Shares are entitled to stockholder voting rights that equal to the number of shares of Common Stock into which Series

B-2

Preferred Shares are convertible. Series

B-2

Preferred Shares have special preferred protective voting rights to approve, by majority vote, certain corporate events and changes including merger, consolidation, liquidation, increase in the amount of authorized shares of preferred stock or shares of Common Stock, and payment of dividends.

B-2

Common Stock:

The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock. The Company’s Certificate of Incorporation specifies the rights, preferences, and privileges of holders of Common Stock.

Holders of Common Stock are entitled to one vote for each share of Common Stock held. Subject to dividend preferences that apply to the Preferred Stock, the holders of Common Stock are entitled to receive dividends out of funds legally available at the times and in the amounts that the Company’s Board of Directors may determine. Upon the Company’s liquidation, dissolution or

winding-up,

the assets legally available for distribution to the Company’s stockholders would be distributable ratably among the holders of the Company’s Common Stock and any participating convertible Preferred Stock outstanding at that time after payment of liquidation preferences on the outstanding shares of the Preferred Stock and payment of other claims of creditors.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 15 Stock-Based Compensation

In 2017, the Company’s Board of Directors adopted the Dave Inc. 2017 Stock Plan (the “2017 Plan”). The 2017 Plan authorizes the award of stock options, restricted stock, and restricted stock units. Options granted under the 2017 Plan generally vest over four years as follows: 25% of option shares vest on the first anniversary of the vesting commencement and

1/48

of the shares vest monthly over the remaining three years. Options expire 10 years from the date of grant. The 2017 Plan provides for the issuance of incentive stock options,

non-statutory

stock options, stock bonuses and rights to purchase restricted stock. The incentive stock options are expected to qualify within the meaning of Section 422 of the U.S. Tax Code and

non-statutory

stock options. The total number of shares available for grants under the 2017 Plan was 4,122,933 as of December 31, 2021.

On January 4, 2022, the stockholders of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan was previously approved, subject to stockholder approval, by the Company’s Board of

Directors on January 4, 2022. The 2021 Plan became effective immediately upon the completion of the business combination with VPCC. Please refer to Note 19

Subsequent Event

for details. The 2021 Plan had no activity durin

the year ended December 31, 2021.

On January 4, 2022, the stockholders of the Company considered and approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP was previously approved, subject to stockholder approval, by the Company’s Board of Directors on January 4, 2022. The ESPP became effective immediately upon the completion of the business combination with VPCC. Please refer to Note 19

Subsequent Events

for details. The ESPP had no activity during the year ended December 31, 2021.

Stock Options:

Management has valued stock options at their date of grant utilizing the Black-Scholes option pricing model. The fair value of the underlying shares was estimated by using a number of inputs, including recent arm’s length transactions involving the sale of the Company’s common stock.

The following table presents the weighted-average assumptions used to value options granted during the years ended December 31:


	2021			2020
Expected term		6.0 years			6.0 years
Risk-free interest rate		0.9	%		0.8	%
Expected dividend yield		0.0	%		0.0	%
Expected volatility		60.7	%		57.0	%

Expected term

—The expected term represents the period of time that options are expected to be outstanding. As the Company does not have sufficient historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period.

Risk free interest rate

—The risk-free interest rate is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options depending on the date of the grant and expected life of the options.

Expected dividend yield

—The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends.

Expected volatility

—Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption is based on historical volatilities of a peer group of similar companies whose share prices are publicly available. The Company identified a group of peer companies and considered their historical stock prices. In identifying peer companies, the Company considered the industry, stage of life cycle, size, and financial leverage of such other entities.

Activity with respect to options granted under the 2017 Plan is summarized as follows:


	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Options outstanding, January 1, 2020		12,273,640		$	0.38		9.1	$	6,775
Granted		14,690,130		$	0.96
Exercised		(1,441,795	)	$	0.18
Forfeited		(2,386,363	)	$	0.59
Expired		(110,230	)	$	0.94

Options outstanding, December 31, 2020		23,025,382		$	0.74		8.7	$	5,548

Granted		13,317,662		$	0.98
Exercised		(3,835,468	)	$	0.47
Forfeited		(6,562,003	)	$	0.91
Expired		(318,414	)	$	0.86

Options outstanding, December 31, 2021		25,627,159		$	0.86		8.5	$	288,784

Nonvested options, December 31, 2021		18,424,667		$	0.95		8.9	$	205,915

Vested and exercisable, December 31, 2021		5,653,992		$	0.68		7.7	$	64,734

The weighted-average grant-date fair-value of the grants was $1.65 and $0.51 for the years ended December 31, 2021 and 2020, respectively.

The Company recognized approximately $7.4 million and $1.5 million of stock-based compensation expense arising from stock option grants which is recorded as a component of compensation and benefits in the consolidated statements of operations for the years ended December 31, 2021 and 2020, respectively. There was approximately $22.1 million of total unrecognized compensation cost related to unvested stock options granted under the Plan as of the year ended December 31, 2021. The cost is expected to be recognized over the weighted-average remaining period of 3.9 years.

During the year ended December 31, 2021, in accordance with the terms of a former executive’s severance agreement, the Company modified share-based payment awards by accelerating the vesting. As a result of the modification, the Company recorded stock-based compensation of $2.1 million during the year ended December 31, 2021, which is included in the $7.4 million stock-based compensation.

The Company allowed certain stock option holders to exercise unvested options to purchase shares of Common Stock. Shares received from such early exercises are subject to repurchase in the event of the optionee’s employment termination, at the original issuance price, until the options are fully vested. As of December 31, 2021 and 2020, 393,750 and 866,585 shares of Common Stock were subject to repurchase at weighted-average prices of $0.94 and $0.80 per share, respectively. The Company historically has issued

non-recourse

notes secured by stock options to fund exercises to certain key employees. During 2020, the Company issued a

non-recourse

note for $1.0 million, which was secured by a pledge of 1,050,000 shares (please refer to Note 16

Related-Party Transactions

for details). The shares pledged are not considered outstanding for accounting purposes whether vested or unvested. As of December 31, 2021, there were 1,942,250 options exercised in exchange for

non-recourse

notes, of which 1,548,500 options were vested. As of December 31, 2020, there were 2,839,125 options exercised in exchange for

non-recourse

notes, of which 2,052,754 options were vested. The shares issued pursuant to unvested options and both vested and unvested options funded by

non-recourse

notes have been included in shares issued and outstanding on the consolidated balance sheets and consolidated statements of convertible preferred stock and stockholders’ deficit as such shares are considered legally outstanding.

On March 3, 2021, the Company granted the Chief Executive Officer stock options to purchase up to 8,458,481 shares of Common Stock in nine tranches. Each of the nine tranches contain service, market, and performance conditions. The market conditions relate to the achievement of certain specified price targets. Vesting commences on the grant date; however, no compensation charges are recognized until the service, market, and performance condition are probable, which is upon the completion of a liquidity event, the achievement of specified price targets for each tranche of shares, and continuous employment. As of December 31, 2021, the performance and market conditions have not been met and were not deemed probable. The options have a strike price of $0.98 per share. The Company determined the fair value of the options on the grant date to be approximately $10.5 million using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free interest rate, and volatility. Each tranche will vest monthly over a derived service period.

The following table presents the key inputs and assumptions used to value the options granted to the Chief Executive Officer on the grant date:


Expected volatility	40.0	%
Risk-free interest rate	1.5	%
Remaining term	10.0 Years
Expected dividend yield	0.0	%

Restricted Stock Issued to Employees:

The Company did not issue shares of restricted stock to employees during either of the years ended December 31, 2021 and 2020.

There was no unrecognized compensation cost related to employee unvested restricted stock as of December 31, 2021.

Activity with respect to restricted stock activity for employees is summarized as follows:


	Shares			Weighted- Average Grant-Date Fair Value
Nonvested shares at January 1, 2020		17,416,710		$	0.37
Granted		—		$	—
Vested		(14,388,585	)	$	0.26
Forfeited		(653,125	)	$	0.93

Nonvested shares at December 31, 2020		2,375,000		$	0.93

Granted		—		$	—
Vested		(2,375,000	)	$	0.93
Forfeited		—		$	—

Nonvested shares at December 31, 2021		—		$	—

Restricted Stock Issued to

Non-Employees:

The Company recognized approximately $0.1 million and $0.1 million of stock-based compensation expense related to restricted stock grants to

non-employees

for years ended December 31, 2021 and 2020, respectively. Stock based compensation expense is presented within compensation and benefits in the consolidated statements of operations.

There was no unrecognized compensation cost related to

non-employee

unvested restricted stock for the year ended December 31, 2021.

Activity with respect to non-employee restricted stock activity is summarized as follow:


	Shares			Weighted- Average Grant-Date Fair Value
Nonvested shares at January 1, 2020		231,254		$	0.93
Granted		—		$	—
Vested		(226,045	)	$	0.30
Forfeited		—		$	—

Nonvested shares at December 31, 2020		5,209		$	0.93

Granted		—		$	—
Vested		(5,209	)	$	0.93
Forfeited		—		$	—

Nonvested shares at December 31, 2021		—		$	—

Income Tax

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax

NOTE 9. INCOME TAX

The Company’s net deferred tax assets are as follows:


	December 31, 2021
Deferred tax asset
Net operating loss carryforward	$	30,182
Startup/Organizational expenses		1,304,155

Total deferred tax assets		1,334,337
Valuation allowance		(1,334,337	)

Deferred tax assets, net of allowance	$	—

The income tax provision consists of the following:


	December 31, 2021
Federal
Current	$	—
Deferred		(1,334,337	)
State
Current	$	—
Deferred		—
Change in valuation allowance		1,334,337

Income tax provision	$	—

As of December 31, 2021, the Company had $143,723 in U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled

reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 14, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $1,334,337.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:


	December 31, 2021
Statutory federal income tax rate		21.0	%
State taxes, net of federal tax benefit		0.0
Chang in fair value of warrant liabilities		12.2
Transaction costs allocated to warrant liabilities		(2.4	)
Compensation expense—warrants		(5.5	)
Change in valuation allowance		(25.3	)

Income tax provision		0.0	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Note 17 Income Taxes

The components of income tax expense for the years ended December 31, 2021 and 2020, were as follows (dollars in thousands):


	2021			2020
Current:
Federal	$	41		$	19
State		115			104

Total current		156			123
Deferred:

Federal		(59	)		22
State		—			—

Total deferred		(59	)		22

Provision for income taxes	$	97		$	145

A reconciliation between the Company’s federal statutory tax rate and its effective tax rate for the years ended December 31, 2021 and 2020, is as follows:


	2021			2020
Federal statutory tax rate		21.0	%		21.0	%
State taxes, net of federal benefit		22.2	%		4.8	%
Derivative asset		36.7	%		0.0	%
Warrant liability		-3.8	%		0.0	%
Stock-based compensation		-2.7	%		-4.5	%
Penalties		-0.1	%		-0.8	%
Other		-0.4	%		-0.2	%
Research and development tax credit - federal		5.9	%		3.3	%
Change in valuation allowance		-79.3	%		-25.7	%

Effective tax rate		-0.5	%		-2.1	%

The major components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020, consists of the following (dollars in thousands):


	2021			2020
Deferred tax assets:
Net operating loss carryforward	$	14,232		$	—
Excess interest expense carryforward		497			—
Allowance for Member advances		3,488			3,549
Accrued expenses		1,249			1,138
Accrued compensation		356			345
Lease liability		840			420
Research and development tax credit		2,117			408
Stock-based compensation		355			26
Other		146			20

Total deferred tax assets		23,280			5,906

Deferred tax liabilities:
Property and equipment		(2,354	)		(1,297	)
Right of use asset		(785	)		(389	)
Prepaid expenses		(235	)		(153	)

Total deferred tax liabilities		(3,374	)		(1,839	)

Total net deferred tax assets before valuation allowance		19,906			4,067
Less: valuation allowance		(19,906	)		(4,126	)

Total net deferred tax liabilities	$	—		$	(59	)

As of December 31, 2021, the Company had $48.7 million of federal and $55.7 million of combined state net operating loss (“NOL”) carryforwards available to offset future taxable income. The federal NOLs do not expire; however, they are subject to a utilization limit of 80% of taxable income in any given year. The State NOLs begin to expire in 2031, except for $8.2 million of state NOLs that do not expire. Internal Revenue Code Section 382 imposes limitations on the utilization of NOLs in the event of certain changes in ownership of the Company. The Company has not yet completed a comprehensive analysis of its past ownership changes. Depending upon the degree of those past ownership changes, and any future ownership changes, annual limits may impair the Company’s ability to utilize NOLs and could cause federal income taxes to be due sooner than if no such limitations applied.

The realization of deferred tax assets is dependent upon future sources of taxable income. Available positive and negative evidence is considered in making this determination. Due to a history of losses and uncertainty as to future taxable income, realization of the deferred tax assets is limited to the anticipated reversal of certain deferred tax liabilities. Management determined that there were insufficient federal and state deferred tax liabilities to offset all of the federal and state deferred tax assets at December 31, 2021 and 2020. Therefore, management believes it is

more-likely-than-not

that the net federal and state deferred assets will not be fully realized and has recorded valuation allowances in the amounts of approximately $19.9 million and $4.1 million, as of December 31, 2021 and 2020, respectively.

A reconciliation of the Company’s gross unrecognized tax benefits as of December 31, 2021 and 2020 is as follows (dollars in thousands):


	2021		2020
Balance at beginning of year	$	111	$	—
Increases to prior positions		204		104
Decreases to prior positions		—		—
Increases for current year positions		141		7

Balance at end of year	$	456	$	111

As of December 31, 2021, the Company had $0.5 million of gross unrecognized tax benefits related to state income taxes and research tax credits. The unrecognized tax benefits of $0.1 million as of December 31, 2021, would, if recognized, affect the effective tax rate. Although it is possible that the amount of unrecognized tax benefits with respect to the uncertain tax positions will increase or decrease in the next 12 months, the Company does not expect material changes.

The Company recognized insignificant amounts of interest expense as a component of income tax expense during the years ended December 31, 2021 and 2020. The income tax related accrued interest amounts were also insignificant as of December 31, 2021 and 2020, respectively.

On March 27, 2020, the CARES Act was enacted and signed into law. The CARES Act contains certain income tax relief provisions, including a modification to the limitation of business interest expense for tax years beginning in 2019 and 2020. In addition, the CARES Act permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021, and allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act also created a program of funding for small business, known as the Paycheck Protection Program (“PPP”). The Company did not experience any material impacts to its tax status or reporting as a result of these provisions.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 10. FAIR VALUE MEASUREMENTS

At December 31, 2021, assets held in the Trust Account were comprised of $253,788,923

in cash. Through December 31, 2021, the Company withdrew no interest earned on the Trust.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant Liability—Public Warrants	$	6,756,519	$	6,756,519	$	—	$	—

Warrant Liability—Private Placement Warrants	$	9,549,874	$	—	$	—	$	9,549,874

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on the consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations.

The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Black Scholes Model was used in estimating the fair value of the Public Warrants for periods prior to their detachment and where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market.

The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows:


	January 12, 2021
	(Initial Measurement)						December 31, 2021
Input	Public Warrants			Private Warrants			Private Warrants
Stock Price	$	10.00		$	9.59		$	10.25
Exercise Price	$	11.50		$	11.50		$	11.50
Volatility		26.9	%		26.0	%		23.0	%
Term (years)		5.00			5.00			5.00
Dividend Yield		0.00	%		0.00	%		0.00	%
Risk Free Rate		1.21	%		1.21	%		1.26	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public			Warrant Liabilities
Fair value as of January 14, 2021 (inception)	$	—	$	—		$	—
Initial measurement on March 9, 2021 (Initial Public Offering)		9,027,379		10,340,965			19,368,344
Change in fair value		522,495		(253,766	)		268,729
Transfer to Level 1		—		(10,087,199	)		(10,087,199	)

Fair value as of December 31, 2021	$	9,549,874	$	—		$	9,549,874

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from January 14, 2021 (inception) through December 31, 2021 was $10,087,199.

Principles of Consolidation

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

401(k) Savings Plan	12 Months Ended
401(k) Savings Plan	Dec. 31, 2021
Retirement Benefits [Abstract]
401(k) Savings Plan	Note 18 401(k) Savings Plan The Company maintains a 401(k) savings plan for the benefit of its employees. Employees can defer up to 90% of their compensation subject to fixed annual limits. All current employees are eligible to participate in the 401(k) savings plan. Beginning January 2021, the Company began matching contributions to the 401(k) savings plan equal to 100% of the first 4% of wages deferred by each participating employee. The Company incurred expenses for employer matching contributions of approximately $1.1 million and $0 million for the years ended December 31, 2021 and 2020, respectively.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described in these financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

On January 5, 2022 the Company completed its Business Combination with Legacy Dave.

Note 19 Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date, but before the consolidated financial statements are available to be issued. The Company recognizes in the consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the consolidated balance sheet, including the estimates inherent in the process of preparing the consolidated financial statements. The Company’s consolidated financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the consolidated balance sheet but arose after the consolidated balance sheet date and before the consolidated financial statements were available to be issued.

Closing of the Merger and Related Transactions

On January 5, 2022, (the “Closing Date”), the Company consummated the previously announced mergers contemplated by the Merger Agreement, dated as of June 7, 2021 (the “Agreement”). In connection with the closing of the Business Combination, VPC Impact Acquisition Holdings III, Inc. (“VPCC”) changed its name to “Dave Inc.,” and the surviving entity operates under the name “Dave Operating LLC” (“Surviving Entity”). Holders of 21,417,767 shares of VPCC common stock exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from VPCC’s initial public offering, which was approximately $10.00 per share, or approximately $224.2 million. Upon consummation of the Business Combination, the following occurred:

•

Each non-redeemed outstanding share of VPCC common stock was converted into one share of Class A common stock of the Surviving Entity.

•

Each outstanding share of Legacy Dave’s Preferred Stock converted into Legacy Dave’s Common Stock.

•

The 2019 Convertible Notes, which had an aggregate principal amount of approximately $0.7 million, and $0.03 accrued interest were converted into approximately 225,331 fully vested shares of Legacy Dave’s Common Stock.

•

All of the call options related to the Loans to Stockholders were exercised, settling the derivative asset on Loans to Stockholders of $35.3 million and the contra-equity Loans to Stockholders of $15.2 million with additional-paid-in-capital (“APIC”) being the offsetting entry.

The holders of Legacy Dave’s Common Stock and stock options to purchase Legacy Dave’s Common Stock pursuant to the 2017 Plan, received aggregate merger consideration with an implied value of $3,500.0 million (the “Equity Value”), consisting of a number of shares of Class A common stock of the Surviving Entity, par value $0.0001 per share and shares of Class V common stock of the Surviving Entity, par value $0.0001 per share, with each deemed to have a value of $10.00 per share, equal to the Equity Value divided by $10.00.

At closing, VPCC transaction costs of $20.1 million were paid, which reduced the proceeds from VPCC and reduced APIC. Additionally, the Company had incurred $5.1 million of transactions costs, which were capitalized and included within deferred issuance costs in the consolidated balance sheet for the years ended December 31, 2021, and reduced APIC at closing.

Legacy Dave is deemed the accounting predecessor and the combined entity is the successor registrant with the U.S. Securities and Exchange Commission (“SEC”), meaning that Legacy Dave’s consolidated financial statements for previous periods are to be disclosed in the registrant’s future periodic reports filed with the SEC. While the legal acquirer in the Merger Agreement is VPCC, for financial accounting and reporting purposes under U.S. GAAP, Legacy Dave is the accounting acquirer and the Business Combination is accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial statements of Legacy Dave in many respects. Under this method of accounting VPCC is treated as the “acquired” company for financial reporting purposes. For accounting purposes, Legacy Dave is deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Legacy Dave (i.e., a capital transaction involving the issuance of stock by VPCC for Legacy Dave Capital Stock). Accordingly, the consolidated assets, liabilities, and results of operations of Legacy Dave will become the historical consolidated financial statements of the combined company, and VPCC’s assets, liabilities and results of operations have been consolidated with Legacy Dave beginning on the Closing Date. Operations prior to the Business Combination will be presented as those of Legacy Dave in future reports. The net assets of VPCC are

recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded.

PIPE Investment

Concurrently with the Agreement, VPCC entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, the PIPE Investors agreed to purchase an aggregate of 21,000,000 shares of the VPCC’s Class A common stock in a private placement for a purchase price of $10.00 per share, or an aggregate of $210.0 million in gross cash proceeds. On August 17, 2021, VPCC entered into an amendment to the Subscription Agreement it previously entered into with Alameda Research, in connection with the proposed Business Combination with Legacy Dave. The amendment called for a $15.0 million pre-funding of Alameda Research’s PIPE Investment, which was facilitated through the issuance of a promissory note by Legacy Dave to Alameda Research. Legacy Dave’s obligations to repay the principal amount of such promissory note were discharged through the issuance to Alameda Research of 1.5 million shares of Dave at the Closing of the Business Combination. The closing of the private placement occurred immediately prior to the Closing Date.

Repurchase Agreement

Concurrently with the execution of the Agreement, VPCC, Legacy Dave, Jason Wilk, Legacy’s Dave’s Chief Executive Officer, and Kyle Beilman, Legacy Dave’s Chief Financial Officer (collectively, the “Selling Holders”), into a repurchase agreement, pursuant to which, among other things, the Legacy Dave agreed to repurchase a certain number of shares of Legacy Dave’s Common Stock from the Selling Holders (including shares of Dave Class V common stock issued to Mr. Wilk), at a purchase price of $10.00 per share, on the business day immediately following the effective time of the Business Combination. The repurchases were contingent on the amount of Available Cash (as defined in the Agreement) being in excess of $300.0 million. Since Available Cash did not exceed $300.0 million, there were no repurchases.

Contingent Share Agreement

Pursuant to the terms of an agreement with certain holders of VPCC Class B common stock (the “Founder Holders”), the Founder Holders agreed to forfeit an aggregate of 951,622 shares of VPCC Class B common stock (“Founder Holder Contingent Closing Shares”) if net percentage of shares redeemed by VPCC holders exceeded 20% of the VPCC Class A common stock held by VPCC stockholders as of the date of the Agreement. As the net redemption exceeded 20%, all 951,622, or 100% of the Founder Holder Contingent Closing Shares were forfeited.

Earnout Agreement

Up to 1,586,037 shares of Legacy Dave Class A Common Stock held by the Founder Holders (the “Founder Holder Earnout Shares”) received upon conversion of an equal number of shares of VPCC’s Class B common stock are subject to forfeiture if certain market vesting conditions are not met.

The Founder Holder Earnout Shares will be recognized at fair value upon the closing of the Business Combination and classified in stockholders’ equity. Because the Business Combination is accounted for as a reverse recapitalization, the issuance of the Founder Holder Earnout Shares will be treated as a deemed dividend and since Dave does not have retained earnings, the issuance will be recorded within APIC and have a net nil impact on APIC. Dave determined the fair value of the Founder Holder Earnout Shares to be approximately $12.1 million based on a valuation using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free rate, and volatility.

Settlement of Other Agreement

On January 27, 2021, Legacy Dave issued warrants contemporaneously with a debt facility. The warrants vest and become exercisable based on Legacy Dave’s aggregated draw on the debt facility in incremental $10.0 million tranches and terminate upon the earliest to occur of (i) the fifth anniversary of the occurrence of a qualified financing event, and (ii) the consummation of a liquidity event. Immediately prior to the close of the Business Combination, 1,664,394 of the vested warrants were exercised and net settled for 450,843 shares of Legacy Dave’s Class A Common Stock after applying an exchange ratio of 1.354387513 pursuant to the terms of the Business Combination.

On March 3, 2021, Legacy Dave issued stock options to a certain executive, with a vesting schedule subject to certain conditions. The value of the stock options was estimated using a Monte Carlo simulation. This model requires the input of certain assumptions, including the risk-free interest rate, volatility, dividend yield and expected life. The options were granted in nine tranches each of which contain service, market and performance conditions. Vesting commenced on the grant date. On the date of the Business Combination, there is a cumulative expense for the amount vested between the grant date and the date of the Business Combination. The cumulative stock-based compensation expense as of the date of the Business Combination was approximately $1.9 million.

On January 3, 2022, Legacy Dave entered into an agreement with a certain executive to transfer and sell shares of Legacy Dave Common Stock to Legacy Dave. A total of 146,565 shares of Legacy Dave’s Common Stock were repurchased for an aggregate purchase amount of $1.6 million.

Upon the consummation of the Business Combination, the 2017 Plan was terminated and replaced by the Dave Inc. 2021 Equity Incentive Plan.

Convertible Note Purchase Agreement and White Label Services Agreement

On March 21, 2022, the Company entered into a Convertible Note Purchase Agreement (“Purchase Agreement”) with FTX Ventures Ltd. (“FTX Ventures”), pursuant to which the Company sold and issued 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 Note bears interest at a fixed 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 FTX Ventures the sum of (i) the outstanding principal amount of the Note, plus (ii) all accrued but unpaid interest thereon (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 Common Stock at the option of the FTX Ventures. 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 of 1933, as amended, and may not be offered or sold absent registration or an applicable exemption from registration requirements.

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 US”). The Services Agreement allows the Company’s customers to establish accounts with FTX US to place orders through the Company’s platform for eligible cryptocurrencies and for the settlement of such orders. During the four-year term of the Services Agreement, FTX US will be the Company’s exclusive provider of such cryptocurrency services.

The Company has evaluated subsequent events through March 25, 2022, the date the consolidated financial statements were available to be issued as approved by management. The Company is not aware of any other significant events that occurred subsequent to the consolidated balance sheet date that would have a significant impact on its consolidated financial statements other than what is disclosed above.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents.

Offering Costs

$13,786,001

were charged to temporary equity upon the completion of the Initial Public Offering, and

$600,570 of the offering costs were related to the warrant liabilities and charged to the consolidated statement of operations.

Warrant Liabilities

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

gain or loss on the statements of operations.

Class A Common Stock Subject to Possible Redemption

paid-in

capital and accumulated deficit.

At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	253,765,980
Less:
Proceeds allocated to Public Warrants		(10,340,965	)
Class A common stock issuance costs		(13,786,000	)
Plus:
Accretion of carrying value to redemption value		24,126,965

Class A common stock subject to possible redemption	$	253,765,980

Income Taxes

The Company follows ASC 740,

Income Taxes

enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is

more-likely-than-not

that the asset will not be realized.

ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is

more-likely-than-not

that the position will be sustained in a court of last resort, based on the technical merits. If

more-likely-than-not,

the amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination, including compromise settlements. For tax positions not meeting the

more-likely-than-not

Net Loss per Common Share

The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts):


	For the Period from January 14, 2021 (Inception) Through December 31, 2021
	Class A			Class B
Basic and diluted net loss per common share
Numerator:
Allocation of net loss, as adjusted	$	(4,095,639	)	$	(1,174,025	)
Denominator:
Basic and diluted weighted average common shares outstanding		21,782,802			6,244,094

Basic and diluted net loss per common share	$	(0.19	)	$	(0.19	)

Net Loss Per Share Attributable to Stockholders

The Company has five classes of participating securities (Series A preferred stock, par value $0.000001 per share (“Series A Preferred Shares”), Series

B-1

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

B-1

Preferred Shares”), and Series

B-2

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

B-2

Preferred Shares”) and, together with the Series A Preferred Shares and the Series

B-1

two-class

method to compute net loss per common share, because it had issued multiple classes of participating securities. The

two-class

non-recourse

notes (refer to Note 16

Related-Party Transactions

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

impact of stock options, warrants, and restricted stock using the treasury stock method and convertible preferred stock using the

as-if-converted

method.

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


	For the Year Ended December 31,
	2021			2020
Numerator
Net loss	$	(19,993	)	$	(6,957	)
Less: noncumulative dividend to convertible preferred stockholders		—			—
Less: undistributed earnings to participating securities		—			—

Net loss attributed to common stockholders—basic		(19,993	)		(6,957	)
Add: undistributed earnings reallocated to common stockholders		—			—

Net loss attributed to common stockholders—diluted	$	(19,993	)	$	(6,957	)
Denominator
Weighted-average shares of common stock—basic		100,839,231			90,986,048
Dilutive effect of equity incentive awards		—			—

Weighted-average shares of common stock—diluted		100,839,231			90,986,048
Net loss per share
Basic	$	(0.20	)	$	(0.08	)
Diluted	$	(0.20	)	$	(0.08	)

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


	For the Year Ended December 31,
	2021		2020
Equity incentive awards		25,627,159		23,352,837
Convertible preferred stock		150,534,600		150,534,600
Series B-1 warrants		1,664,394		—

Total		177,826,153		173,887,437

Concentration of Credit Risk

Concentration of Risk

A-1/P-1

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

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

Fair Value of Financial Instruments

ASC 820,

Fair Value Measurement

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•


December 31, 2021	Level 1		Level 2		Level 3		Total
Assets
Marketable securities	$	8,226	$	—	$	—	$	8,226
Derivative asset on loans to stockholders		—		—		35,253		35,253

Total assets	$	8,226	$	—	$	35,253	$	43,479

Liabilities
Warrant liability	$	—	$	—	$	3,726	$	3,726
Note payable		—		—		15,051		15,051

Total liabilities	$	—	$	—	$	18,777	$	18,777


December 31, 2020	Level 1		Level 2		Level 3		Total
Assets
Marketable securities	$	17,666	$	—	$	—	$	17,666
Derivative asset on loans to stockholders		—		—		457		457

Total assets	$	17,666	$	—	$	457	$	18,123

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

non-recurring

basis as of December 31, 2021 and 2020.

Marketable Securities:

Derivatives:

Derivative Asset Related to Loans to Stockholders

non-recourse

Subsequent Events

for details.

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


Opening value at January 1, 2020	$	457
Change in fair value during the year		—

Ending value at December 31, 2020		457
Amendment to loan to stockholder		5
Change in fair value during the year		34,791

Ending value at December 31, 2021	$	35,253


Expected volatility	57.0	%
Risk-free interest rate	0.1 - 0.6	%
Remaining term	0.0 - 1.5 Years


Expected volatility	61.5	%
Risk-free interest rate	0.2	%
Remaining term	3.0 Years

Warrant Liability Related to Debt Facility:

As discussed further in Note 11

Debt and Credit Facility

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


Opening value at January 1, 2021	$	—
Initial fair value at the original issuance date		106
Change in fair value during the year		3,620

Ending value at December 31, 2021	$	3,726


Expected volatility	57.0	%
Risk-free interest rate	0.1 - 0.6	%
Remaining term	0.0 - 1.5 Years

Note Payable:

As discussed in Note 10

Note Payable

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

825-10.

The Company identified an embedded derivative related to a convertible feature in its promissory note and in accordance with ASC

815-15-25-1

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


Opening value at January 1, 2021	$	—
Initial fair value at the original issuance date		106
Change in fair value during the year		3,620

Ending value at December 31, 2021	$	3,726


Expected volatility		57.0	%
Risk-free interest rate		0.1 - 0.6	%
Remaining term		0.0 - 1.5 Years

Opening value at January 1, 2021	$	—
Fair value at issuance		14,608
Change in fair value during the year		443

Ending value at December 31, 2021	$	15,051

There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of December 31, 2021 and 2020.

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”)2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

would have on its financial position, results of operations or cash flows.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted:

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2016-13,

Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

ASU

2016-13

held-to

maturity debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired. Subsequent to the issuance of ASU

2016-13,

In December 2019, the FASB issued ASU

2019-12,

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

(“ASU

2019-12”),

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

2019-12

In March 2020, the FASB issued ASU

No. 2020-04,

Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In August 2020, the FASB issued ASU

2020-06,

Debt – Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for

Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU 2020-06”).

The guidance

in ASU 2020-06 simplifies

the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in

the ASU 2020-06 also

simplify the guidance in ASC Subtopic

815-40,

Derivatives and Hedging: Contracts in Entity’s Own Equity

if-converted

method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments

in ASU 2020-06 are

In May 2021, the FASB

issued ASU 2021-04,

Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic

470-50),

Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40),

Recently Adopted Accounting Pronouncements:

In October 2020, the FASB issued ASU

2020-10,

Codification Improvements

Revenue Recognition

Service Based Revenue, Net:

The Company accounts for subscriptions in accordance with ASC 606,

Revenue from Contracts with Customers

Transaction Based Revenue, Net:

Transaction based revenue, net primarily consists of interchange and ATM revenues from Dave’s Checking Product, net of

ATM-related

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

ATM-related

fees recognized as a reduction of transaction based revenue during the years ended December 31, 2021 and 2020, was $0.8 million and $0.07 million, respectively.

Processing and Servicing Fees

Restricted Cash

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

Marketable Securities

Member Advances

Member advances include

non-recourse

The Company does not provide modifications to advances.

Allowance for Unrecoverable Advances

written-off

and are a direct reduction to the allowance for unrecoverable advances. Subsequent recoveries of Member advances

written-off,

Internally Developed Software

Property and Equipment

Impairment of Long-Lived Assets

Fair Value of Common Stock

The Company considered various objective and subjective factors to determine the fair value of its Common Stock as of each grant date, including:

•

Historical financial performance;

•

The Company’s business strategy;

•

Industry information, such as external market conditions and trends;

•

Lack of marketability of the Common Stock;

•

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

•

Forecasted cash flow projections for the Company;

•

Illiquidity of stock-based awards involving securities in a private company; and

•

Macroeconomic conditions.

In 2021, the Company’s management team contemplated a SPAC merger (refer to Note 19

Subsequent Events

Leases

ASC 842,

Leases

(“ASC 842”) requires lessees to recognize most leases on the consolidated balance sheet with a corresponding

right-of-use

asset.

Right-of-use

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

Right-of-use

Loans to Stockholders

In 2019, the Company entered into loan, pledge, and option agreements with various employees, who are also stockholders, to provide those employees cash in exchange for

non-recourse

promissory notes and call options, which allowed the Company to acquire shares held by these stockholders. Following ASC 310, the

Stock-Based Compensation

Stock Option Awards:

ASC 718,

Compensation-Stock Compensation

Restricted Stock Awards:

RSAs Issued to

Non-Employees:

Advertising Costs

Segment Information

Business and Basis of Presentation (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Variable Interest Entities


Assets
Cash and cash equivalents	$	26,239
Member advances, net of allowance for unrecoverable advances of $1,315 as of December 31, 2021		35,835
Debt and credit facility commitment fee, current		470
Debt facility commitment fee, long-term		131

Total assets	$	62,675

Liabilities
Accounts payable	$	411
Debt facility		35,000
Credit facility		20,000
Other current liability		400
Warrant liability		3,726

Total liabilities	$	59,537

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Reconciliation of common stock reflected in the balance sheet

At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	253,765,980
Less:
Proceeds allocated to Public Warrants		(10,340,965	)
Class A common stock issuance costs		(13,786,000	)
Plus:
Accretion of carrying value to redemption value		24,126,965

Class A common stock subject to possible redemption	$	253,765,980

Schedule of Earnings Per Share Basic And Diluted

The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts):


	For the Period from January 14, 2021 (Inception) Through December 31, 2021
	Class A			Class B
Basic and diluted net loss per common share
Numerator:
Allocation of net loss, as adjusted	$	(4,095,639	)	$	(1,174,025	)
Denominator:
Basic and diluted weighted average common shares outstanding		21,782,802			6,244,094

Basic and diluted net loss per common share	$	(0.19	)	$	(0.19	)

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


	For the Year Ended December 31,
	2021			2020
Numerator
Net loss	$	(19,993	)	$	(6,957	)
Less: noncumulative dividend to convertible preferred stockholders		—			—
Less: undistributed earnings to participating securities		—			—

Net loss attributed to common stockholders—basic		(19,993	)		(6,957	)
Add: undistributed earnings reallocated to common stockholders		—			—

Net loss attributed to common stockholders—diluted	$	(19,993	)	$	(6,957	)
Denominator
Weighted-average shares of common stock—basic		100,839,231			90,986,048
Dilutive effect of equity incentive awards		—			—

Weighted-average shares of common stock—diluted		100,839,231			90,986,048
Net loss per share
Basic	$	(0.20	)	$	(0.08	)
Diluted	$	(0.20	)	$	(0.08	)

Summary of assets and liabilities measured at fair value on a recurring basis


December 31, 2021	Level 1		Level 2		Level 3		Total
Assets
Marketable securities	$	8,226	$	—	$	—	$	8,226
Derivative asset on loans to stockholders		—		—		35,253		35,253

Total assets	$	8,226	$	—	$	35,253	$	43,479

Liabilities
Warrant liability	$	—	$	—	$	3,726	$	3,726
Note payable		—		—		15,051		15,051

Total liabilities	$	—	$	—	$	18,777	$	18,777


December 31, 2020	Level 1		Level 2		Level 3		Total
Assets
Marketable securities	$	17,666	$	—	$	—	$	17,666
Derivative asset on loans to stockholders		—		—		457		457

Total assets	$	17,666	$	—	$	457	$	18,123

Summary of fair value of the derivative asset and liability

The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows:


	January 12, 2021
	(Initial Measurement)						December 31, 2021
Input	Public Warrants			Private Warrants			Private Warrants
Stock Price	$	10.00		$	9.59		$	10.25
Exercise Price	$	11.50		$	11.50		$	11.50
Volatility		26.9	%		26.0	%		23.0	%
Term (years)		5.00			5.00			5.00
Dividend Yield		0.00	%		0.00	%		0.00	%
Risk Free Rate		1.21	%		1.21	%		1.26	%

Summary of computation of diluted net loss (income) per share

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


	For the Year Ended December 31,
	2021		2020
Equity incentive awards		25,627,159		23,352,837
Convertible preferred stock		150,534,600		150,534,600
Series B-1 warrants		1,664,394		—

Total		177,826,153		173,887,437

Derivative Liability [Member]

Summary of roll-forward of the Level 3 derivative asset and liability on loans

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


Opening value at January 1, 2021	$	—
Initial fair value at the original issuance date		106
Change in fair value during the year		3,620

Ending value at December 31, 2021	$	3,726

Summary of fair value of the derivative asset and liability

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


Expected volatility	57.0	%
Risk-free interest rate	0.1 - 0.6	%
Remaining term	0.0 - 1.5 Years

Derivative Asset [Member]

Summary of roll-forward of the Level 3 derivative asset and liability on loans

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


Opening value at January 1, 2020	$	457
Change in fair value during the year		—

Ending value at December 31, 2020		457
Amendment to loan to stockholder		5
Change in fair value during the year		34,791

Ending value at December 31, 2021	$	35,253

Summary of fair value of the derivative asset and liability

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


Expected volatility	57.0	%
Risk-free interest rate	0.1 - 0.6	%
Remaining term	0.0 - 1.5 Years


Expected volatility	61.5	%
Risk-free interest rate	0.2	%
Remaining term	3.0 Years

Promissory Note [Member]

Summary of roll-forward of the Level 3 derivative asset and liability on loans

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


Opening value at January 1, 2021	$	—
Initial fair value at the original issuance date		106
Change in fair value during the year		3,620

Ending value at December 31, 2021	$	3,726


Expected volatility		57.0	%
Risk-free interest rate		0.1 - 0.6	%
Remaining term		0.0 - 1.5 Years

Opening value at January 1, 2021	$	—
Fair value at issuance		14,608
Change in fair value during the year		443

Ending value at December 31, 2021	$	15,051

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2021

Investments, Debt and Equity Securities [Abstract]

Summary of Marketable Securities

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


	December 31, 2021		December 31, 2020
Marketable securities	$	8,226	$	17,666

Total	$	8,226	$	17,666

Member Cash Advances, Net (Tables)

12 Months Ended

Dec. 31, 2021

Receivables [Abstract]

Summary of Member Cash Advances, Net

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


Days From Origination	Gross Member Advances		Allowance for Unrecoverable Advances			Member Advances, Net
1-10	$	39,910	$	(1,313	)	$	38,597
11-30		8,111		(2,084	)		6,027
31-60		4,781		(2,652	)		2,129
61-90		3,986		(2,735	)		1,251
91-120		4,220		(3,211	)		1,009

Total	$	61,008	$	(11,995	)	$	49,013

Below is a detail of Member cash advances, net as of December 31, 2020 (in thousands):


Days From Origination	Gross Member Advances		Allowance for Unrecoverable Advances			Member Advances, Net
1-10	$	27,948	$	(1,367	)	$	26,581
11-30		8,380		(1,205	)		7,175
31-60		5,489		(3,009	)		2,480
61-90		6,088		(4,284	)		1,804
91-120		3,419		(2,715	)		704

Total	$	51,324	$	(12,580	)	$	38,744

Summary of Allowance for Unrecoverable Advances

The roll-forward of the allowance for unrecoverable advances is as follows (in thousands):


Opening allowance balance at January 1, 2020	$	9,355
Plus: provision for unrecoverable advances		25,539
Less: amounts written-off		(22,314	)

Ending allowance balance at December 31, 2020	$	12,580

Plus: provision for unrecoverable advances		32,174
Less: amounts written-off		(32,759	)

Ending allowance balance at December 31, 2021	$	11,995

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment, net consisted of the following (in thousands):


	December 31, 2021			December 31, 2020
Computer equipment	$	664		$	289
Leasehold improvements		384			427
Furniture and fixtures		14			14

Total property and equipment		1,062			730
Less: accumulated depreciation		(377	)		(214	)

Property and equipment, net	$	685		$	516

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

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


			December 31, 2021							December 31, 2020
	Weighted Average Useful Lives		Gross Carrying Value		Accumulated Amortization			Net Book Value		Gross Carrying Value		Accumulated Amortization			Net Book Value
Internally developed software		3.0 Years	$	13,109	$	(5,342	)	$	7,767	$	7,002	$	(2,587	)	$	4,415
Domain name		15.0 Years		121		(39	)		82		121		(31	)		90

Intangible assets, net			$	13,230	$	(5,381	)	$	7,849	$	7,123	$	(2,618	)	$	4,505

Summary of Estimated Amortization Expenses

The future estimated amortization expenses as of December 31, 2021, were as follows (in thousands):


2022	$	3,658
2023		2,851
2024		1,282
2025		8
2026		8
Thereafter		42

Total future amortization	$	7,849

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Accounts Payable and Accrued Liabilities, Current [Abstract]

Summary of Accrued Expenses

The Company’s Accrued expenses consisted of the following (dollars in thousands):


	December 31, 2021		December 31, 2020
Accrued charitable contributions	$	7,164	$	3,364
Accrued compensation		1,522		875
Sales tax payable		1,208		991
Accrued professional and program fees		2,163		94
Other		988		—

Total	$	13,045	$	5,324

Long-Term Debt Facility (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Measurement Inputs and Valuation Techniques

The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows:


	January 12, 2021
	(Initial Measurement)						December 31, 2021
Input	Public Warrants			Private Warrants			Private Warrants
Stock Price	$	10.00		$	9.59		$	10.25
Exercise Price	$	11.50		$	11.50		$	11.50
Volatility		26.9	%		26.0	%		23.0	%
Term (years)		5.00			5.00			5.00
Dividend Yield		0.00	%		0.00	%		0.00	%
Risk Free Rate		1.21	%		1.21	%		1.26	%

Warrant [Member]

Fair Value Measurement Inputs and Valuation Techniques

The following table presents the assumptions used to estimate the fair value of the warrants at the issuance date:


Expected volatility		55.0%
Risk-free interest rate		0.1 - 0.2%
Remaining term		0.6 - 2.9 Years

Convertible Preferred Stock and Stockholders' Deficit (Tables)

12 Months Ended

Dec. 31, 2021

Convertible Preferred Stock And Stockholders Deficit [Abstract]

Schedule Of Convertible Preferred Stock [Table Text Block]

The number of authorized, issued and outstanding stock, liquidation value, and carrying value as of December 31, 2021 and 2020, were as follows:


	As of December 31, 2021
	Authorized Shares		Issued Shares		Outstanding Shares		Liquidation Preference (in thousands)		Carrying Value (in thousands)
Series A Preferred Shares		133,216,940		133,216,940		133,216,940	$	130,686	$	9,881
Series B-1 Preferred Shares		13,326,050		13,326,050		13,326,050	$	50,000	$	49,675
Series B-2 Preferred Shares		3,991,610		3,991,610		3,991,610	$	11,981	$	12,617
Common Stock		290,000,000		105,964,928		104,022,678	$	—	$	0.1

	As of December 31, 2020
	Authorized Shares		Issued Shares		Outstanding Shares		Liquidation Preference (in thousands)		Carrying Value (in thousands)
Series A Preferred Shares		133,216,940		133,216,940		133,216,940	$	130,686	$	9,881
Series B-1 Preferred Shares		13,326,050		13,326,050		13,326,050	$	50,000	$	49,675
Series B-2 Preferred Shares		3,991,610		3,991,610		3,991,610	$	11,981	$	12,617
Common Stock		290,000,000		103,062,319		100,223,194	$	—	$	0.1

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Leasing Activities

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


	For the Year Ended December 31,
	2021			2020
Operating lease cost	$	1,424		$	546
Short-term lease cost		4			—
Variable lease cost		—			—

Total lease cost	$	1,428		$	546

Other information:
Cash paid for operating leases	$	1,347		$	534
Right-of-use assets obtained in exchange for new operating lease liability	$	2,514		$	—
Weighted-average remaining lease term - operating lease		2.07			4.19
Weighted-average discount rate - operating lease		10	%		10	%

Schedule of Future Minimum Rental Payments for Operating Leases

The future minimum lease payments as of December 31, 2021, were as follows (in thousands):


Year	Third-Party Commitment			Related-Party Commitment			Total
2022	$	1,770		$	335		$	2,105
2023		148			339			487
2024		—			295			295
2025		—			309			309
Thereafter		—			—			—

Total minimum lease payments	$	1,918		$	1,278		$	3,196

Less: imputed interest		(92	)		(214	)		(306	)

Total lease liabilities	$	1,826		$	1,064		$	2,890

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options

The following table presents the weighted-average assumptions used to value options granted during the years ended December 31:


	2021			2020
Expected term		6.0 years			6.0 years
Risk-free interest rate		0.9	%		0.8	%
Expected dividend yield		0.0	%		0.0	%
Expected volatility		60.7	%		57.0	%

Summary of Stock Option Activity

Activity with respect to options granted under the 2017 Plan is summarized as follows:


	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Options outstanding, January 1, 2020		12,273,640		$	0.38		9.1	$	6,775
Granted		14,690,130		$	0.96
Exercised		(1,441,795	)	$	0.18
Forfeited		(2,386,363	)	$	0.59
Expired		(110,230	)	$	0.94

Options outstanding, December 31, 2020		23,025,382		$	0.74		8.7	$	5,548

Granted		13,317,662		$	0.98
Exercised		(3,835,468	)	$	0.47
Forfeited		(6,562,003	)	$	0.91
Expired		(318,414	)	$	0.86

Options outstanding, December 31, 2021		25,627,159		$	0.86		8.5	$	288,784

Nonvested options, December 31, 2021		18,424,667		$	0.95		8.9	$	205,915

Vested and exercisable, December 31, 2021		5,653,992		$	0.68		7.7	$	64,734

Chief Executive Officer [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options

The following table presents the key inputs and assumptions used to value the options granted to the Chief Executive Officer on the grant date:


Expected volatility	40.0	%
Risk-free interest rate	1.5	%
Remaining term	10.0 Years
Expected dividend yield	0.0	%

Share-based Payment Arrangement, Employee [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Restricted Stock Activity

Activity with respect to restricted stock activity for employees is summarized as follows:


	Shares			Weighted- Average Grant-Date Fair Value
Nonvested shares at January 1, 2020		17,416,710		$	0.37
Granted		—		$	—
Vested		(14,388,585	)	$	0.26
Forfeited		(653,125	)	$	0.93

Nonvested shares at December 31, 2020		2,375,000		$	0.93

Granted		—		$	—
Vested		(2,375,000	)	$	0.93
Forfeited		—		$	—

Nonvested shares at December 31, 2021		—		$	—

Share-based Payment Arrangement, Nonemployee [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Restricted Stock Activity

Activity with respect to non-employee restricted stock activity is summarized as follow:


	Shares			Weighted- Average Grant-Date Fair Value
Nonvested shares at January 1, 2020		231,254		$	0.93
Granted		—		$	—
Vested		(226,045	)	$	0.30
Forfeited		—		$	—

Nonvested shares at December 31, 2020		5,209		$	0.93

Granted		—		$	—
Vested		(5,209	)	$	0.93
Forfeited		—		$	—

Nonvested shares at December 31, 2021		—		$	—

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2021

Summary of future minimum rental payments

The following is a schedule of future minimum rental payments as of December 31, 2021, under Company’s

sub-lease

for the properties located in Los Angeles, California signed with PCJW, the entity controlled by the Company’s founders (in thousands):


Year	Related-Party Commitment
2022	$	335
2023		339
2024		295
2025		309
Thereafter		—

Total minimum lease payments	$	1,278

Less: imputed interest		(214	)

Total lease liabilities	$	1,064

Income Tax (Tables)

12 Months Ended

Dec. 31, 2021

Components of Deferred Tax Assets [Abstract]

Schedule of Company's net deferred tax assets

The Company’s net deferred tax assets are as follows:


	December 31, 2021
Deferred tax asset
Net operating loss carryforward	$	30,182
Startup/Organizational expenses		1,304,155

Total deferred tax assets		1,334,337
Valuation allowance		(1,334,337	)

Deferred tax assets, net of allowance	$	—

The major components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020, consists of the following (dollars in thousands):


	2021			2020
Deferred tax assets:
Net operating loss carryforward	$	14,232		$	—
Excess interest expense carryforward		497			—
Allowance for Member advances		3,488			3,549
Accrued expenses		1,249			1,138
Accrued compensation		356			345
Lease liability		840			420
Research and development tax credit		2,117			408
Stock-based compensation		355			26
Other		146			20

Total deferred tax assets		23,280			5,906

Deferred tax liabilities:
Property and equipment		(2,354	)		(1,297	)
Right of use asset		(785	)		(389	)
Prepaid expenses		(235	)		(153	)

Total deferred tax liabilities		(3,374	)		(1,839	)

Total net deferred tax assets before valuation allowance		19,906			4,067
Less: valuation allowance		(19,906	)		(4,126	)

Total net deferred tax liabilities	$	—		$	(59	)

Schedule of Income tax provision

The income tax provision consists of the following:


	December 31, 2021
Federal
Current	$	—
Deferred		(1,334,337	)
State
Current	$	—
Deferred		—
Change in valuation allowance		1,334,337

Income tax provision	$	—

The components of income tax expense for the years ended December 31, 2021 and 2020, were as follows (dollars in thousands):


	2021			2020
Current:
Federal	$	41		$	19
State		115			104

Total current		156			123
Deferred:

Federal		(59	)		22
State		—			—

Total deferred		(59	)		22

Provision for income taxes	$	97		$	145

Schedule of Reconciliation of the federal income tax rate

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:


	December 31, 2021
Statutory federal income tax rate		21.0	%
State taxes, net of federal tax benefit		0.0
Chang in fair value of warrant liabilities		12.2
Transaction costs allocated to warrant liabilities		(2.4	)
Compensation expense—warrants		(5.5	)
Change in valuation allowance		(25.3	)

Income tax provision		0.0	%

A reconciliation between the Company’s federal statutory tax rate and its effective tax rate for the years ended December 31, 2021 and 2020, is as follows:


	2021			2020
Federal statutory tax rate		21.0	%		21.0	%
State taxes, net of federal benefit		22.2	%		4.8	%
Derivative asset		36.7	%		0.0	%
Warrant liability		-3.8	%		0.0	%
Stock-based compensation		-2.7	%		-4.5	%
Penalties		-0.1	%		-0.8	%
Other		-0.4	%		-0.2	%
Research and development tax credit - federal		5.9	%		3.3	%
Change in valuation allowance		-79.3	%		-25.7	%

Effective tax rate		-0.5	%		-2.1	%

Summary of income tax contingencies

A reconciliation of the Company’s gross unrecognized tax benefits as of December 31, 2021 and 2020 is as follows (dollars in thousands):


	2021		2020
Balance at beginning of year	$	111	$	—
Increases to prior positions		204		104
Decreases to prior positions		—		—
Increases for current year positions		141		7

Balance at end of year	$	456	$	111

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Fair Value, Assets Measured on Recurring Basis


Description	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant Liability—Public Warrants	$	6,756,519	$	6,756,519	$	—	$	—

Warrant Liability—Private Placement Warrants	$	9,549,874	$	—	$	—	$	9,549,874

Summary of public warrants and the black-scholes-merton model

The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows:


	January 12, 2021
	(Initial Measurement)						December 31, 2021
Input	Public Warrants			Private Warrants			Private Warrants
Stock Price	$	10.00		$	9.59		$	10.25
Exercise Price	$	11.50		$	11.50		$	11.50
Volatility		26.9	%		26.0	%		23.0	%
Term (years)		5.00			5.00			5.00
Dividend Yield		0.00	%		0.00	%		0.00	%
Risk Free Rate		1.21	%		1.21	%		1.26	%

Summary of changes in fair value of the warrant liabilities

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public			Warrant Liabilities
Fair value as of January 14, 2021 (inception)	$	—	$	—		$	—
Initial measurement on March 9, 2021 (Initial Public Offering)		9,027,379		10,340,965			19,368,344
Change in fair value		522,495		(253,766	)		268,729
Transfer to Level 1		—		(10,087,199	)		(10,087,199	)

Fair value as of December 31, 2021	$	9,549,874	$	—		$	9,549,874

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)					8 Months Ended	12 Months Ended
	Jan. 05, 2022	Jan. 04, 2022	Aug. 17, 2021	Mar. 09, 2021	Sep. 30, 2021	Dec. 31, 2021	Jan. 13, 2021	Dec. 31, 2020
Gross proceeds from units issued				$ 253,765,980
Proceeds from warrants issued						$ 7,650,320
Stock issued, transaction costs				14,386,571
Underwriting fees				5,075,320
Deferred underwriting fees				8,881,809		5,131,000		$ 0
Other offering costs				429,442
Cash						79,785	$ 0
Business acquisition equity value	$ 10.00
Working capital						4,206,370
Due to Related Parties, Current						300,000
Offering costs paid by Sponsor in exchange for issuance of founder shares					$ 25,000	$ 25,000
Issuance of additional Shares						105,964,928		103,062,319
Common Stock, Shares, Outstanding						104,022,678		100,223,194
Warrants To Purchase Class A Common Stock [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						11,444,364
PIPE Investors [Member]
Common stock conversion basis						one-for-one
Common Stock, Shares, Outstanding						372,000,732
Dave Inc [Member]
Aggregate merger consideration	$ 3,500,000,000
Business acquisition share value per share	$ 10.00
Subscription Agreement [Member] \| PIPE Investors [Member]
Debt Instrument, Face Amount			$ 15,000,000
Subscription Agreement prefund Obligation			$ 15,000,000
Business Combination Agreement Under the Special Meeting [Member]
Redemption price		$ 10.00
Temporary Equity, Carrying Amount, Attributable to Parent		$ 29,590,655
Private Investment In Public Equity [Member]
Stock Issued During Period, Shares, New Issues						21,000,000
Class A [Member]
Gross proceeds from units issued						$ 253,765,980
Issuance of additional Shares						0
Class A [Member] \| PIPE Investors [Member]
Common Stock, Shares, Outstanding						323,550,093
Class A [Member] \| Dave Inc [Member]
Business acquisition share value per share	0.0001
Class A [Member] \| Subscription Agreement [Member]
Debt Conversion, Converted Instrument, Shares Issued			1,500,000
Class A [Member] \| Business Combination Agreement Under the Special Meeting [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		22,417,767
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 10.00
Stock Issued During Period, Value, Stock Options Exercised		$ 224,195,436
Class A [Member] \| Founder Shares [Member] \| PIPE Investors [Member]
Common Stock, Shares, Outstanding						5,392,528
Common Class V [Member] \| PIPE Investors [Member]
Issuance of additional Shares						48,450,639
Common Stock, Shares, Outstanding						48,450,639
Common Class V [Member] \| Dave Inc [Member]
Business acquisition share value per share	$ 0.0001
IPO [Member]
Number of units issued				25,376,598		$ 25,376,598
Gross proceeds from units issued				$ 253,765,980
Shares issued, price per share				$ 10.00
Private Placement Warrants [Member]
Number of warrants issued				5,100,214
Number of warrants issued, price per share				$ 1.50
Proceeds from warrants issued				$ 7,650,321
Over-Allotment Option [Member]
Number of units issued				$ 2,876,598		$ 2,876,598
Shares issued, price per share						$ 10.00
Private Placement [Member] \| Class A [Member] \| Subscription Agreement [Member] \| PIPE Investors [Member]
Shares issued, price per share						$ 10.00
Stock Issued During Period, Shares, New Issues						21,000,000

Business and Basis of Presentation - Additional Information (Detail) $ in Thousands	Dec. 31, 2021 USD ($)
Daves Advance Service [Member]
Advance service non recourse cash advance	$ 250

Business and Basis of Presentation - Summary of Carrying Value of Dave OD's Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents	$ 32,009	$ 4,789
Member advances, net of allowance for unrecoverable advances of $1,315 as of December 31, 2021	49,013	38,744
Debt facility commitment fee, long-term	131	0
TOTAL ASSETS	147,186	76,405
Liabilities
Accounts payable	13,044	8,492
Debt facility	35,000	0
Other current liability	1,153	2,853
TOTAL LIABILITIES	108,449	$ 26,561
Variable Interest Entity, Primary Beneficiary [Member]
Assets
Cash and cash equivalents	26,239
Member advances, net of allowance for unrecoverable advances of $1,315 as of December 31, 2021	35,835
Debt and credit facility commitment fee, current	470
Debt facility commitment fee, long-term	131
TOTAL ASSETS	62,675
Liabilities
Accounts payable	411
Debt facility	35,000
Credit facility	20,000
Other current liability	400
Warrant Liability	3,726
TOTAL LIABILITIES	$ 59,537

Business and Basis of Presentation - Summary of Carrying Value of Dave OD's Assets and Liabilities (Detail) (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Variable Interest Entity [Line Items]
Member advances,Allowance for unrecoverable advances	$ 11,995	$ 12,580
Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Member advances,Allowance for unrecoverable advances	$ 1,315

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Oct. 06, 2021	Jun. 07, 2021	Aug. 30, 2020	Dec. 31, 2019
Cash equivalents	$ 0	$ 0
Offering costs charged to equity	13,786,001
Unrecognized Tax Benefits	456,000	456,000	$ 111,000				$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0	$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		177,826,153	173,887,437
FDIC Insured Amount	31,900,000	$ 31,900,000	$ 4,600,000
Transaction costs allocable to warrant liabilities	600,570
Loan Processing Fee		3,800,000	3,600,000
Subscription fees Received		1,000
Restricted Cash	$ 800,000	800,000	70,000.00
Capitalized costs		$ 6,100,000	$ 4,000,000.0
Common Stock, Par Value	$ 0.000001	$ 0.000001	$ 0.000001
Share Price	$ 0.005	$ 0.005		$ 10.80	$ 8.67
Changes in fair value of warrant liability	$ 3,061,951	$ 3,620,000	$ 0
Debt securities loss		100,000
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis	0	0	0
Advertising expense		$ 45,600,000	35,900,000
Effective Income Tax Rate		50.00%
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense		$ 7,000.000	3,000.000
State and Local Jurisdiction [Member]
Unrecognized Tax Benefits	500,000	500,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 500,000	500,000	100,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense		$ 4,000.000	3,000.000
Promissory Note [Member]
Percentage to estimate the fair value of the promissory note using a market yield approach	3.60%	3.60%
Fair Value, Nonrecurring [Member]
Fair value, net asset (Liability)	$ 0	$ 0	$ 0
Maximum [Member]
Property, plant and equipment, useful life		7 years
Share Price	$ 3.424	$ 3.424
Shares issued, price per share						$ 0.981
Minimum [Member]
Property, plant and equipment, useful life		3 years
Share Price	$ 3.273	$ 3.273
Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Asset, Useful Life		3 years
Financial Asset, Equal to or Greater than 90 Days Past Due [Member]
Accounts Receivable, Noncurrent, Threshold Period Past Due	120 days	120 days
Common Class A [Member]
Common Stock Subject To Possible Redemption	25,376,598	25,376,598
Common Stock, Par Value	$ 0.0001	$ 0.0001
Series A Preferred Stock [Member]
Shares issued, price per share	0.000001	0.000001
Series B1 Preferred Stock [Member]
Shares issued, price per share	0.000001	0.000001
Series B2 Preferred Stock [Member]
Shares issued, price per share	$ 0.000001	$ 0.000001
Previously Reported [Member]
Unrecognized Tax Benefits	$ 0	$ 0
FDIC Insured Amount	$ 250,000	$ 250,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	11,444,364

Summary of Significant Accounting Policies - Summary Of Assets And Liabilities Measured At Fair Value On A Recurring Basis (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Aug. 31, 2021	Dec. 31, 2020
Liabilities
Note payable	$ 15,100	$ 14,600
Fair Value, Recurring [Member]
Assets
Marketable securities	8,226		$ 17,666
Derivative asset on loans to stockholders	35,253		457
Total assets	43,479		18,123
Liabilities
Warrant liability	3,726
Note payable	15,051
Total liabilities	18,777
Fair Value, Recurring [Member] \| Level 1
Assets
Marketable securities	8,226		17,666
Total assets	8,226		17,666
Fair Value, Recurring [Member] \| Level 3
Assets
Derivative asset on loans to stockholders	35,253		457
Total assets	35,253		$ 457
Liabilities
Warrant liability	3,726
Note payable	15,051
Total liabilities	$ 18,777

Summary of Significant Accounting Policies - Schedule of Reconciliation of common stock reflected in the balance sheet (Detail) - USD ($)		12 Months Ended
	Mar. 09, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Reconciliation Of Common Stock Reflected In The Balance Sheet [Line Items]
Gross proceeds	$ 253,765,980
Less:Proceeds allocated to Public Warrants		$ (7,650,320)
Less:Class A common stock issuance costs		(316,300)	$ (2,753,000)	$ 0
Plus:Accretion of carrying value to redemption value		(24,126,952)
Common Class A [Member]
Reconciliation Of Common Stock Reflected In The Balance Sheet [Line Items]
Gross proceeds		253,765,980
Less:Class A common stock issuance costs		(13,786,000)
Plus:Accretion of carrying value to redemption value		24,126,965
Class A common stock subject to possible redemption		253,765,980	$ 253,765,980
Common Class A [Member] \| Public Warrants [Member]
Reconciliation Of Common Stock Reflected In The Balance Sheet [Line Items]
Less:Proceeds allocated to Public Warrants		$ (10,340,965)

Summary of Significant Accounting Policies - Summary Of Roll-Forward Of The Level 3 Derivative Asset And Liability On Loans (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Promissory Note [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance	$ 15,051	$ 0
Change in fair value during the year	3,620	443
Initial fair value at the original issuance date	106
Fair value at issuance		14,608
Ending balance	3,726	15,051
Derivative Liability [Member] \| Promissory Note [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value during the year	3,620
Initial fair value at the original issuance date	106
Ending balance	3,726
Derivative Asset [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance	457	457
Change in fair value during the year	34,791	0
Amendment to loan to stockholder	5
Ending balance	$ 35,253	$ 457

Summary of Significant Accounting Policies - Summary Of Fair Value Of The Derivative Asset And Liability (Detail)	Dec. 31, 2021	Dec. 31, 2021 yr	Dec. 31, 2020 yr
Promissory Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	57.0
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input			0.2
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input	57.0		61.5
Remaining term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input			3.0
Maximum [Member] \| Promissory Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.6	1.5
Maximum [Member] \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input	0.6
Maximum [Member] \| Remaining term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input		1.5
Minimum [Member] \| Promissory Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.1	0.0
Minimum [Member] \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input	0.1
Minimum [Member] \| Remaining term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input		0.0
Derivative Liability [Member] \| Promissory Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	57.0
Derivative Liability [Member] \| Maximum [Member] \| Promissory Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.6	1.5
Derivative Liability [Member] \| Minimum [Member] \| Promissory Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.1	0.0

Summary of Significant Accounting Policies - Summary Of Computation Of Diluted Net Loss (Income) Per Share (Detail) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	177,826,153	173,887,437
Equity incentive awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	25,627,159	23,352,837
Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	150,534,600	150,534,600
Series B-1 warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,664,394

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($)

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Numerator: Earnings allocable to Redeemable Class A Common Stock

Net loss attributed to common stockholders—basic

$ (5,269,664)

$ (19,993,000)

$ (6,957,000)

(19,993,000)

(6,957,000)

Net loss attributed to common stockholders—diluted

$ (19,993,000)

$ (6,957,000)

Denominator: Weighted Average Redeemable Class A Common Stock

Weighted-average shares of common stock—basic

100,839,231

90,986,048

Weighted-average shares of common stock—diluted

100,839,231

90,986,048

Denominator: Weighted Average Non-Redeemable Class A and B Common Stock

Basic

$ (0.20)

$ (0.08)

Diluted

$ (0.20)

$ (0.08)

Common Class A [Member]

Numerator: Earnings allocable to Redeemable Class A Common Stock

Denominator: Weighted Average Redeemable Class A Common Stock

$ (4,095,639)

Basic and diluted weighted average common shares outstanding

21,782,802

Basic and diluted net loss per common shares

$ (0.19)

Common Class B [Member]

Numerator: Earnings allocable to Redeemable Class A Common Stock

Denominator: Weighted Average Redeemable Class A Common Stock

$ (1,174,025)

Basic and diluted weighted average common shares outstanding

^[1]

6,244,094

Basic and diluted net loss per common shares

$ (0.19)

[1]

Initial Public offering - Additional Information (Detail) - USD ($)		12 Months Ended
	Mar. 09, 2021	Dec. 31, 2021
Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Exercise price of warrants		$ 11.50
IPO [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 25,376,598	$ 25,376,598
Shares issued, price per share	$ 10.00
Over-Allotment Option [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 2,876,598	$ 2,876,598
Shares issued, price per share		$ 10.00

Private Placement - Additional Information (Detail) - USD ($)		12 Months Ended
	Mar. 09, 2021	Dec. 31, 2021
Private Placement [Line Items]
Sale of stock,price per share		$ 9.20
Private Placement Warrants [Member]
Private Placement [Line Items]
Exercise price of warrants		$ 11.50
Private Placement [Member] \| Private Placement Warrants [Member]
Private Placement [Line Items]
Number of warrants issued		5,100,214
Number of warrants issued, price per share		$ 1.50
Value of warrants issued		7,650,320
Over-Allotment Option [Member]
Private Placement [Line Items]
Sale of stock, number of shares issued in transaction	2,876,598
Sale of stock,price per share	$ 10.00
Sale of stock, consideration received	$ 253,765,980

Commitments - Additional Information (Detail) - Underwriting Agreement [Member]	Dec. 31, 2021 USD ($) $ / shares
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable per share \| $ / shares	$ 0.35
Deferred underwriting fee payable \| $	$ 8,881,809

Stockholders' Equity - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Jan. 22, 2021	Dec. 31, 2020
Subsidiary or Equity Method Investee [Line Items]
Preferred stock shares authorized	1,000,000	1,000,000
Preferred Stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Shares Authorized	290,000,000	290,000,000		290,000,000
Common stock description of voting rights		one vote
Common Stock, Par Value	$ 0.000001	$ 0.000001		$ 0.000001
Common Stock, Shares, Issued	105,964,928	105,964,928		103,062,319
Common Stock, Shares, Outstanding	104,022,678	104,022,678		100,223,194
Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	0	0
Temporary Equity, Shares Issued	25,376,598	25,376,598
Temporary equity shares outstanding	25,376,598	25,376,598
Class A [Member] \| Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of common stock shares outstanding	20.00%	20.00%
Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	20,000,000	20,000,000
Common stock description of voting rights	one vote
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	6,344,150	6,344,150
Common Stock, Shares, Outstanding	6,344,150	6,344,150
Class B [Member] \| Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares, Outstanding	6,344,150	6,344,150	6,408,750
Percentage of common stock shares outstanding			20.00%

Warrant Liabilities - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2021	Oct. 06, 2021	Jun. 07, 2021
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 0.005	$ 10.80	$ 8.67
Sale of stock issue price per share	$ 9.20
Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of Warrants outstanding	5,100,214
Public Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of Warrants outstanding	6,344,150
Exercise price	$ 11.50
Event Trigerring The Value Of Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 9.20
Number of consecutive trading days for determining the share price	20 days
Percentage of gross proceeds from share issue for the purposes of business combination	60.00%
Event Trigerring The Value Of Warrants [Member] \| Newly Issued Price [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption price of warrants in percentage	115.00%
Redemption price of common stock percentage	180.00%
After The Completion Of A Business Combination Or Earlier Upon Redemption Or Liquidation [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights term	5 years
Exercise price	$ 11.50
Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	3.273
Triggering Share Price One [Member] \| Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 18.00
Number of days of notice to be given for the redemption of warrants	30 days
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days
Triggering Share Price One [Member] \| Minimum [Member] \| Warrant Redemption Price One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.01
Triggering Share Price Two [Member] \| Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 10.00
Number of days of notice to be given for the redemption of warrants	30 days
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days
Triggering Share Price Two [Member] \| Minimum [Member] \| Warrant Redemption Price Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.10
Warrant Excercise Period One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	30 days
Warrant Excercise Period Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	12 months
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights lock in period	30 days

Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Financing receivable weighted average maturity	46 days	46 days
Proceeds from sale of marketable securities	$ 9,400	$ 7,800
Payments to acquire marketable securities	5	100
Marketable securities, gain (loss)	$ 1	$ 3

Marketable Securities - Summary of Marketable Securities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Marketable securities	$ 8,226	$ 17,666

Member Cash Advances, Net - Summary of Member Cash Advances, Net (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Financing Receivable, Past Due [Line Items]
Gross Member Advances	$ 61,008	$ 51,324
Allowance for Unrecoverable Advances	(11,995)	(12,580)	$ (9,355)
Member Advances, Net	49,013	38,744
1-10 [Member]
Financing Receivable, Past Due [Line Items]
Gross Member Advances	39,910	27,948
Allowance for Unrecoverable Advances	(1,313)	(1,367)
Member Advances, Net	38,597	26,581
11-30 [Member]
Financing Receivable, Past Due [Line Items]
Gross Member Advances	8,111	8,380
Allowance for Unrecoverable Advances	(2,084)	(1,205)
Member Advances, Net	6,027	7,175
31-60 [Member]
Financing Receivable, Past Due [Line Items]
Gross Member Advances	4,781	5,489
Allowance for Unrecoverable Advances	(2,652)	(3,009)
Member Advances, Net	2,129	2,480
61-90 [Member]
Financing Receivable, Past Due [Line Items]
Gross Member Advances	3,986	6,088
Allowance for Unrecoverable Advances	(2,735)	(4,284)
Member Advances, Net	1,251	1,804
91-120 [Member]
Financing Receivable, Past Due [Line Items]
Gross Member Advances	4,220	3,419
Allowance for Unrecoverable Advances	(3,211)	(2,715)
Member Advances, Net	$ 1,009	$ 704

Member Cash Advances, Net - Summary of Allowance for Unrecoverable Advances (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Financing Receivable, Allowance for Credit Loss, Writeoff, after Recovery [Abstract]
Beginning balance	$ 12,580	$ 9,355
Plus: provision for unrecoverable advances	32,174	25,539
Less: amounts written-off	(32,759)	(22,314)
Ending balance	$ 11,995	$ 12,580

Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 200	$ 100
Outstanding commitments for the purchase of property and equipment	$ 30	$ 7

Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,062	$ 730
Less: Accumulated depreciation	(377)	(214)
Property and equipment, net	685	516
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	664	289
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	384	427
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 14	$ 14

Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 2.8	$ 1.6
Impairment charges related to long lived assets	$ 0.0	$ 0.0

Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 13,230	$ 7,123
Accumulated Amortization	(5,381)	(2,618)
Net Book Value	$ 7,849	4,505
Internally developed software [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives	3 years
Gross Carrying Value	$ 13,109	7,002
Accumulated Amortization	(5,342)	(2,587)
Net Book Value	$ 7,767	4,415
Domain name [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives	15 years
Gross Carrying Value	$ 121	121
Accumulated Amortization	(39)	(31)
Net Book Value	$ 82	$ 90

Intangible Assets, Net - Summary of Estimated Amortization Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022	$ 3,658
2023	2,851
2024	1,282
2025	8
2026	8
Thereafter	42
Intangible assets, net	$ 7,849	$ 4,505

Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accrued charitable contributions	$ 7,164	$ 3,364
Accrued compensation	1,522	875
Sales tax payable	1,208	991
Accrued professional and program fees	2,163	94
Other	988	0
Total	$ 13,045	$ 5,324

Accrued Expenses - Additional Information (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Asset Pledged as Collateral [Member]
Assets pledged for charitable purposes	$ 4.7	$ 3.8

Convertible Debt, Net - Additional Information (Detail) - 2019 Convertible Notes [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt instrument principal amount			$ 700
Debt instrument interest rate			1.69%
Debt instrument term			36 months
Qualified equity transaction aggregate proceeds from issuance of common stock			$ 40,000
Contractual interest expense	$ 1	$ 1
Effective interest rate			1.70%

Line of Credit - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2017	Dec. 31, 2021	Dec. 31, 2020
Line of credit		$ 0	$ 3,910
UBS [Member]
Interest payable, Current			$ 10
UBS [Member] \| Line of Credit [Member]
Debt issuance costs, Line of credit arrangements, Net	$ 0
Line of credit facility, Description	There is no stated maturity date, there are no financial covenants and the amount of line of credit is solely dependent upon the total amount of assets the Company holds with UBS at any given point.
Repayment of line of credit		$ 3,900
Agreement termination month year		2021-03