Special meeting of VPC Impact Acquisition
Holdings III, Inc.’s stockholders to approve the proposed business
combination with Dave to be held on January 4, 2022
Dave Inc. Provides Business Update
VPC Impact Acquisition Holdings III, Inc. (NYSE: VPCC) (“VPCC”),
a publicly-traded special purpose acquisition company, and Dave
Inc. (“Dave”), a banking app on a mission to create financial
opportunity that advances America’s collective potential, announced
today that the U.S. Securities and Exchange Commission (“SEC”) has
declared effective the Registration Statement on Form S-4, as
amended (the “Registration Statement”), VPCC had filed in
connection with the previously announced proposed business
combination (the “Business Combination”) with Dave.
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the full release here:
https://www.businesswire.com/news/home/20211213005506/en/
An extraordinary general meeting of VPCC stockholders (the
“Special Meeting”) to approve, among other things, the proposed
Business Combination, will be held at 11:00 a.m. Eastern Time on
Tuesday, January 4, 2022. VPCC has filed with the SEC a definitive
proxy statement/prospectus (the “Definitive Proxy
Statement/Prospectus”) relating to the Special Meeting. On or about
December 10, 2021, VPCC commenced mailing of the Definitive Proxy
Statement/Prospectus to its stockholders of record as of the close
of business on November 12, 2021.
If the proposals are approved at the Special Meeting, the
Business Combination is expected to close on January 5, 2022,
subject to the satisfaction or waiver of customary closing
conditions. Dave’s common stock is expected to be listed on The
Nasdaq Global Market under the ticker symbol “DAVE”, following the
close of the Business Combination. Institutional investors
committed $210 million in a PIPE led by Tiger Global Management,
with participation from Wellington Management, Corbin Capital
Partners and Alameda Research, which will be funded in connection
with the closing of the Business Combination. The consummation of
the Business Combination is conditioned upon, among other things,
VPCC having a minimum of $210.0 million available to it at the
closing of the Business Combination, which condition is expected to
be satisfied by the PIPE investment.
Business Update for Dave Inc.
- Dave achieved strong performance through the third quarter of
2021 with 30% year over year (“YoY”) revenue growth:
- Service revenue increased 22% YoY, despite continued headwinds,
due to demand resulting from prolonged government stimulus
- Transaction revenue grew 956% YoY as Banking product started to
scale
- Dave’s platform continues to grow with approximately 1.56
million new Members added through Dave’s efficient customer
acquisition engine
- Dave has continued to make a significant impact on its
customers and innovate on its product offerings demonstrated
through:
- Members have saved an estimated of $1.5 billion on overdraft
fees; the average Member saves $160 in overdraft fees in the first
12 months after opening a Dave Spending Account
- Approximately 4.5 million Side Hustle job leads have been
facilitated by Dave and approximately $200 million of new income
has been generated by Members
- Goals based savings launched; crowdfunding capability that
allows Members to raise money from their friends, family and
broader community in beta
- Nearing completion of full banking transition – all customers
will be converted to Spending Account Members in early 2022
- Dave has achieved these results despite the delay in closing
the Business Combination
- With the anticipated closing in early 2022, the infusion of new
capital is expected to accelerate Member and revenue growth
“We are confident about Dave’s market opportunity and our
ability to expand the positive impact that we’re making on our key
customer segments. We have a compelling plan and roadmap for 2022
and beyond that we’re excited to execute on with the new capital
from this business combination transaction. The additional cash to
our balance sheet will give us strategic flexibility and an ability
to compete in way that we’ve not been able to previously, given our
limited fundraising with just $61 million of equity capital raised
to date. We’re very much looking forward to starting our new
chapter as a public company,” said CEO Jason Wilk.
Discussion About Forecasted Financial Information
As disclosed in the Definitive Proxy Statement/Prospectus, Dave
provided VPCC with its internally prepared forecasted financial
information for each of the years in the three-year period ending
December 31, 2023 (“Forecasted Financial Information”). Inclusion
of such Forecasted Financial Information for the combined company
post-Business Combination in the Definitive Proxy
Statement/Prospectus was done solely because that information was
made available to VPCC’s board of directors in connection with the
evaluation of the Business Combination. Dave’s Forecasted Financial
Information was prepared solely for internal use and not with a
view toward public disclosure, the published guidelines of the SEC
regarding projections or the guidelines established by the American
Institute of Certified Public Accountants for the preparation and
presentation of prospective financial information, but, in the view
of Dave’s management team, was prepared on a reasonable basis,
reflects available estimates and judgments as of April 2021 and
presents, to management’s knowledge and belief as of that time, the
expected course of action and the expected future financial
performance.
With the year 2021 coming to a close, Dave management feels it
is important to provide a market update based on where the Dave
business is today. The quarterly results for the nine month period
ended September 30, 2021, as disclosed in the Definitive Proxy
Statement/Prospectus (see pages F-41 through F-67 and related
discussion under the section entitled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations of Dave”
beginning on page 224 of the Definitive Proxy
Statement/Prospectus), demonstrated significant growth YoY despite
the delay in funding during the pendency of the regulatory review
of the Business Combination. The funding delay has had a negative
effect on management’s ability to achieve the Forecasted Financial
Information for 2021 due to lack of expected funding to implement
Dave’s growth plans. Management currently expects to achieve
approximately 80% of the revenue target in Dave’s 2021 Forecasted
Financial Information. Also as a result of the funding delay, Dave
will miss the 2021 Adjusted EBITDA Financial Forecast as Dave has
continued to make necessary investments in the critical components
of its infrastructure in anticipation of implementing its growth
plans. Lastly, growth in future forecast periods may also be
impacted by this shift in investment timelines. At this point,
however, we are unable to estimate the magnitude of that
impact.
The near-term overhang from the funding delay does not alter
management’s view on Dave’s overall growth potential. Dave’s
product offering remains highly differentiated from its competitors
with a loyal and growing customer base. Dave’s solutions are in
high demand with 1.5 million new Members added through September
30, 2021 and the business fundamentals underlying Dave’s business
model remain strong.
The inclusion of the Forecasted Financial Information in the
Definitive Proxy Statement/Prospectus, and the inclusion of the
discussion of Forecasted Financial Information in this press
release (collectively, the “Projections”), should not be regarded
as an indication that VPCC, Dave, their respective boards of
directors and management teams, or their respective affiliates,
advisors or other representatives considered, or now consider, such
Projections necessarily to be predictive of actual future results
or to support or fail to support your decision whether to vote for
or against the Business Combination. The Projections are not fact
and should not be relied upon as being necessarily indicative of
future results, and readers, including investors or stockholders,
are cautioned not to place undue reliance on such information. Dave
does not intend to reference financial projections in its future
periodic reports filed under the Securities Exchange Act of 1934,
as amended.
The Projections reflect numerous estimates and assumptions with
respect to general business, economic, industry, regulatory, market
and financial conditions and trends and other future events, as
well as matters specific to Dave’s business, all of which were, and
are, difficult to predict and many of which were, and are, beyond
Dave’s and VPCC’s control. The Projections were, and are,
forward-looking statements that were, and are, inherently subject
to significant uncertainties and contingencies, many of which were,
and are, beyond Dave’s and VPCC’s control and Dave’s limited
operating history makes evaluating its business and future
prospects, including the assumptions and analyses developed by Dave
upon which operating and financial results forecast rely, difficult
and uncertain. The various risks and uncertainties include those
set forth in the sections entitled “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations of Dave” and “Cautionary Note Regarding Forward-Looking
Statements” of the Definitive Proxy Statement/Prospectus. As a
result, neither VPCC nor Dave made, or will make, any assurance
that the results stated in the Projections will be realized or that
actual results will not be significantly higher or lower than
projected. Since the Projections covered multiple years, such
information by its nature becomes less reliable with each
successive year. Financial projections are subjective in many
respects and thus are susceptible to multiple interpretations and
periodic revisions based on actual experience and business
developments.
Furthermore, the Projections did not take into account any
circumstances or events occurring after the date they were
prepared. None of Dave’s independent registered accounting firm,
VPCC’s independent registered accounting firm or any other
independent accountants, have compiled, examined or performed any
procedures with respect to the Projections, nor have they expressed
any opinion or any other form of assurance on such information or
their accuracy or achievability, and they assume no responsibility
for, and disclaim any association with, the Projections.
Nonetheless, the Projections were provided in the Definitive Proxy
Statement/Prospectus because they were made available to VPCC and
the board of directors of VPCC in connection with its review of the
Business Combination and the discussion of Forecasted Financial
Information in this press release is included to supplement the
information in the Definitive Proxy Statement/Prospectus.
Except to the extent required by applicable federal securities
laws, by including in the Definitive Proxy Statement/Prospectus the
Forecasted Financial Information and including in this press
release a discussion about the Forecasted Financial Information,
Dave and VPCC did not, and do not, undertake any obligations and
expressly disclaim any responsibility to update or revise, or
publicly disclose any update or revision to, the Projections to
reflect circumstances or events, including unanticipated events,
that may have occurred or that may occur after their preparation,
even in the event that any or all of the assumptions underlying the
Projections are shown to be in error or change.
The Forecasted Financial Information included in the Definitive
Proxy Statement/Prospectus, and the discussion about the Forecasted
Financial Information included in this press release, were prepared
by, and are the responsibility of, Dave’s management. None of
WithumSmith+Brown, PC, VPCC’s independent registered public
accounting firm, or Moss Adams LLP, Dave’s independent registered
public accounting firm, audited, reviewed, examined, compiled or
applied agreed-upon procedures with respect to the Projections,
neither WithumSmith+Brown, PC nor Moss Adams LLP expresses an
opinion or any other form of assurance on it. The Moss Adams LLP
report included in the Definitive Proxy Statement/Prospectus
relates to historical audited financial statements of Dave. It does
not extend to the Projections and should not be read as if it does.
The Forecasted Financial Information was not included in the
Definitive Proxy Statement/Prospectus, and the discussion about the
Forecasted Financial Information is not included in this press
release, in order to induce any VPCC shareholders to vote in favor
of any of the proposals at the Special Meeting.
About VPC Impact Acquisition Holdings III, Inc.
VPC Impact Acquisition Holdings III, Inc.’s acquisition and
value creation strategy is to identify, partner with and help grow
a business in the Fintech industry headquartered or with operations
in the United States. The Company’s sponsor is an affiliate of
Victory Park Capital, a global investment firm with a long track
record of executing debt and equity financing transactions with
some of the largest global Fintech companies. The firm was founded
in 2007 and is headquartered in Chicago with additional resources
in New York, Los Angeles and Austin. Victory Park Capital is
privately held and a Registered Investment Advisor with the SEC.
For more information, please visit:
www.victoryparkcapital.com/vih/vpc-impact-acquisition-holdings-iii/
About Dave
Dave is a banking app on a mission to create financial
opportunity that advances America’s collective potential. Dave
helps its more than eight million customers budget, avoid overdraft
fees, find work and build credit. For more information, visit
www.dave.com.
Additional Information and Where to Find It
In connection with the Business Combination, VPCC filed the
Registration Statement, which was declared effective on December 9,
2021. This press release is not a substitute for the Definitive
Proxy Statement/Prospectus that is both the proxy statement
distributed, or to be distributed, to holders of VPCC’s common
stock in connection with its solicitation of proxies for the vote
by VPCC’s stockholders with respect to the Business Combination and
other matters as may be described in the registration statement, as
well as the prospectus relating to the offer and sale of the
securities to be issued in connection with the Business
Combination. This document does not contain all the information
that should be considered concerning the Business Combination and
is not intended to form the basis of any investment decision or any
other decision in respect of the Business Combination.
Investors and security holders and other interested parties are
urged to read the Definitive Proxy Statement/Prospectus, and any
other relevant documents that are filed or will be filed with the
SEC, as well as any amendments or supplements to these documents,
carefully and in their entirety because they contain or will
contain important information about Dave, VPCC, the Business
Combination and related matters.
The Definitive Proxy Statement/Prospectus will be or has already
been mailed to stockholders of VPCC as of November 12, 2021, the
record date established for voting on the Business Combination.
VPCC’s stockholders are also be able to obtain copies of the
Definitive Proxy Statement/Prospectus and other documents filed
with the SEC, without charge, at the SEC’s website at www.sec.gov.
These documents can also be obtained free of charge from VPCC upon
written request to VPCC by emailing vih3info@victoryparkcapital.com
or by directing a request to VPCC’s secretary at c/o Victory Park
Capital Advisors, LLC, 150 North Riverside Plaza, Suite 5200,
Chicago, IL 60606.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy or subscribe for any securities or a solicitation of any vote
of approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or securityholder. However, VPCC, Dave, and certain of
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from VPCC’s
stockholders in connection with the Business Combination under the
rules of the SEC. Information regarding VPCC directors and
executive officers may be found in its registration statement on
Form S-1, including amendments thereto, relating to its initial
public offering, and other reports which are filed with the SEC.
Additional information regarding the participants is also included
in the Registration Statement that includes Definitive Proxy
Statement/Prospectus. These documents can be obtained free of
charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, the date for
the Special Meeting, the anticipated closing date of the Business
Combination, Dave’s strategic plans and expectation for growth and
new products offerings and other statements identified by words
such as “will likely result,” “are expected to,” “will continue,”
“is anticipated,” “estimated,” “believe,” “intend,” “plan,”
“projection,” “outlook” or words of similar meaning. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
In addition to factors previously disclosed in VPCC’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results and the timing of events to differ materially from
the anticipated results or other expectations expressed in the
forward-looking statements: inability to meet the closing
conditions to the Business Combination, including the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive agreement, the inability to
complete the Business Combination due to the failure to obtain
approval of VPCC’s stockholders or Dave’s members, the failure to
achieve the minimum amount of cash available following any
redemptions by VPCC’s stockholders or the failure to meet the
national stock exchange’s listing standards in connection with the
consummation of the Business Combination. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of VPCC’s final prospectus dated
March 4, 2021 relating to its initial public offering, the
Definitive Proxy Statement/Prospectus, and other documents filed by
VPCC from time to time with the SEC. These filings identify and
address, or will identify and address, other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking
statements.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. You are cautioned not to
place undue reliance on forward-looking statements as a predictor
of future performance as projected financial information and other
information are based on estimates and assumptions that are
inherently subject to various significant risks, uncertainties and
other factors, many of which are beyond our control. All
information set forth herein speaks only as of the date hereof in
the case of information about VPCC and Dave or the date of such
information in the case of information from persons other than VPCC
or Dave, and we disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring
after the date of this communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211213005506/en/
Dave
Media press@dave.com
Investors DaveIR@icrinc.com
VPC Impact Acquisition Holdings III, Inc.
Media Jordan Niezelski, Edelman jordan.niezelski@edelman.com
Investors vih3info@victoryparkcapital.com
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