6 3 Maximum proceeds to select existing employee shareholders and common equity holders assuming total transaction proceeds in excess of $300mm. Flexibility to invest more $124M marketing dollars with attractive returns over time Y1 Y2 Y3 Y4 Source: Dave Management projections. The issuance of shares of the Combined Companys securities in connection with the Private Placement will substantially dilute the voting power of the Combined Companys stockholders. 1 Assumes no VPCC public stockholder redemptions and $210mm PIPE. Any offering of securities (the Securities) will not be registered under the Securities Act of 1933, as amended (the Securities Act), and will be offered Charity 2 1 Donated Avoided Jobs Applications Submitted Income Generated by Dave Startup Employer in Through Side Hustle Users through Side Hustle Los Angeles (Forbes 2020) Source: Dave Management. A CRIMINAL OFFENSE. assurance with respect thereto for the purpose of this Presentation. Actual results may differ materially from the results contemplated by the projected financial information contained in this Webcast. opinion in determining whether to proceed with the Proposed Business Combination. valuation or financial opinion in determining whether to proceed with the Proposed Business Combination. Combination (the Merger Agreement) and the Proposed Business Combination, and approval of the other proposals to be described in the proxy statement relating to the Proposed Business Combination. The cost of responding to investigations can be substantial and an adverse Total Meals Overdraft Fees Pledged to Charity 2 1 Donated Avoided Jobs 2023E 41.4% 64.3% 40.4% 30.1% 27.7% 21.9% 23.1% 27.3% 42.8% 2 Growth-Adjusted Revenue Multiples 2022E 0.10x 0.11x 0.23x 0.46x 0.64x 0.57x 0.46x 0.41x 0.25x 2023E 0.16x 0.09x 0.21x 0.27x 0.55x 0.66x 0.60x 0.45x 0.19x Source: Dave Management, The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. All references to Dave, we, us or our refer to the business of Dave Inc. and its consolidated subsidiaries. Such persons can also read VPCCs final prospectus dated March 4, 2021 (SEC File No. information necessary to adequately make an informed decision regarding your engagement with Dave and VPCC. Combination when it becomes available. We depend upon several third-party service providers for processing our transactions. You should review the investors presentation and perform your own due diligence prior to making an investment in ExtraCash point for users without the fees Flagship feature, a pioneer in reinventing overdraft for Americans in 2017 Engenders significant user Instantly access funds by linking an loyalty existing bank account or setting up Reconciliations of such non-GAAP financial measures to the most comparable GAAP amounts can be found below. ANY REPRESENTATION TO THE CONTRARY IS Some of the Events & Presentations Mar 14, 2023 8:30 AM EST Fourth Quarter 2022 Financial Results Call Toll-free dial-in number: 1-877-502-7184 International dial-in number: 1-201-689-8875 Please call the conference telephone number 5-10 minutes prior to the start time and ask for the MoneyLion third quarter 2022 earnings call. since 2018 Unparalleled Business Diligence $100 million existing credit facility ESG $30mm PIPE investment from VPC and its limited partners Note: Registration with the SEC does not imply a certain level of skill or 1. 254 PIPE 210 2 PIPE Investment Existing Net Cash on Balance Sheet 35 Proposed $210mm PIPE investment in Dave in connection with the Total Sources $3,999 business combination Uses Tiger Global leading PIPE investment, with states we operate in, that could restrict the products and services Dave offers, impose additional compliance costs on Dave, render its current operations unprofitable or even prohibit its current operations. Our business, financial condition and results of operations may be adversely affected by the COVID-19 pandemic or other similar epidemics The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial Application of such requirements and restrictions to Daves products and services could require us to make significant changes to our business and/or competitive factors (xii) and those factors discussed in VPCCs final prospectus filed with the SEC on March 8, 2021 under the heading Risk Factors and VPCCs Quarterly Report on Form 10-Q for the three months ended obtain or maintain the listing of the combined companys common shares on the New York Stock Exchange or Nasdaq following the Proposed Business Combination; (vii) the risk that the Proposed Business Combination disrupts current plans and 1 18 Based on third-party consumer research commissioned by Dave. Our fraud detection and practices (which may increase our operating expenses and/or decrease revenue) and, in the event of retroactive application of such laws, subject us to litigation or enforcement actions that could result in the payment of damages, restitution, Our recent rapid growth, including growth in our volume of payments, may not be indicative of future growth, and if we continue to grow rapidly, we may not be able to manage our growth effectively. RISK FACTORS The below list of risk factors has been prepared solely The Credit Facility contains The application of traditional federal and state consumer protection and consumer credit statutes and regulations to innovative products This Presentation contains preliminary information only, is subject to change at any time and any such changes may be material, and, is not, and $137 $216 % Margin 20% 38% 38% 27% 36% 40% Marketing Spend 5 23 38 61 124 187 EBITDA ($2) $6 $8 ($9) $12 $29 % Margin (11%) 8% 7% (5%) 3% 5% Source: Dave Management. Such projected financial information constitutes forward-looking information, is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. All subsequent written Margin 20% 38% 38% 27% 36% 40% Marketing Spend 5 23 38 61 124 187 EBITDA ($2) $6 $8 ($9) $12 $29 % Margin (11%) 8% 7% (5%) 3% 5% Source: Dave Management. Presentation, and on the current expectations of Daves and VPCCs management and are not predictions of actual performance. data lead to more products with outstanding pricing Driving word-of-mouth, supporting brand halo Increasing engagement and enhancing user LTV at no additional CAC High-impact products significantly revenue-generative even before cross-attach, Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of VPCCs directors and executive officers PARTICIPANTS IN THE document does not contain all the information that should be considered concerning the Proposed Business Combination and is not intended to form the basis of any investment decision or any other investment decision in respect of the Business substantial sums, and are subject to the risk of errors, which could result in financial losses, damage to our reputation, or loss of trust in our brand, which would harm our business and financial results. Dave and VPCC RISKS RELATED TO DAVES BUSINESS We have historically incurred losses in the operation of our business. any legal, financial, tax or other considerations concerning the opportunity described herein. Our business, financial condition and results of operations may be adversely affected by the COVID-19 pandemic or their investment for an indefinite period of time. If any of our agreements with our processing providers are terminated, we could experience service interruptions. FORWARD-LOOKING STATEMENTS All statements other than statements of historical facts contained in this Presentation are forward-looking statements. Transaction Structure Implied Sources & Uses ($mm) Dave to Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of AeroFarms home The Vertical Farming, Elevated Flavor company Our recent rapid growth, including growth in our volume of payments, may not be indicative of future growth, and if we continue to grow rapidly, we may not be able to manage our growth effectively. registration statement on Form S-4 is expected to be filed by VPCC with the SEC. We obtain and process a large amount of sensitive data and any real or perceived our financial position and results of operations. forward-looking information, is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. Legal proceedings may be instituted against the Proposed Business Combination, which could delay or prevent or otherwise adversely impact the Proposed This operations. Total Revenue $17 $76 $122 $193 $377 $533 % Growth -- 340% 60% 59% 95% 41% 1 Gross Profit $8 $43 $75 $111 $223 $329 % Margin 45% 56% 62% 57% 59% 62% Operating Expenses (ex. Legal proceedings may be instituted against the Proposed Business Combination, which could delay or prevent or otherwise VPCC and Dave believe that these non-GAAP financial measures provide useful Market data from FactSet as of June 1, 2021. 333-252577), which was filed with the SEC on March 8, 2021. express or implied are given in, or in respect of, the accuracy or completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you. operations as well as our prospects. Entry Proven SPAC Sponsor Demonstrated track record of executing SPAC transactions with significant PIPE activity Strong Unit Economics The VPC SPAC franchise has raised over $1.2 billion of primary capital since September There is no guarantee that a stockholders decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position. This Presentation shall not donated. financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties, including many that are outside of VPCCs or Daves control, that could Transforming stability into long-term progress by achieving major financial milestones. Webcast. Dave uses software and data to offer everyday Americans the financial Going forward, unique users represents combination of connected bank The CFPB has broad enforcement powers, and upon determining a violation of applicable law has occurred can order, among other things, rescission or measures. Otonomo and Software Acquisition will host a joint investor conference call regarding the proposed transaction today, February 1, 2021. See Forward-Looking Statements paragraph above. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. 12/21. SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Additionally, all information in Daves financial statements for the years 31 ended December 31, 2018 and 2019 are audited, but not to We are cooperating with the CFPB, including producing documents and and consummation of the Proposed Business Combination; (viii) the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of Dave to grow and manage Figures in $mm 2018A 2019A 2020P EBITDA ($2) $6 $8 (-) Stock-Based trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with Dave or VPCC, or an endorsement or sponsorship by or of Dave or VPCC. 29 2 Growth-adjusted revenue multiples calculated as EV / CY revenue / CY revenue 1Q22 Shareholder Letter 9.1 MB. Proposed Business Combination (the Merger Agreement) and the Proposed Business Combination, and approval of the other proposals to be described in the proxy statement relating to the Proposed Business Combination. established for voting on the Proposed Business Combination. year in fees from their legacy banks in 2019 2020.Dave uses software and data to offer everyday Americans the financial services they need, at Solves immediate breakthrough speed and pricing. Daves participants in the solicitation, which may, in some cases, be different than those of VPCCs and Daves equity holders generally, will be set forth in the proxy statement/prospectus relating to the Proposed Business We depend upon several third-party service providers for processing our 0.28 -0.00 ( -1.62% ) Vol: 76,441. There can be no assurance that VIH III will be able to raise sufficient capital in the Private Placement to consummate the Proposed Business Combination or for use by the combined company following the Proposed Business Combination (the Any interruption or delay in the services provided by our third-party service providers could impair the delivery of our platform and our business Mr. Meyer's SPAC, USHG Acquisition Corp. (ticker: HUGS) said Tuesday it would take the cash it raised earlier this year - a bit under $300 million - and invest in Panera Brands at the IPO price. Evolve Bank & Trust, Member FDIC, holds all deposits and issues . NO OFFER OR SOLICITATION This Presentation relates to the financing of a portion of the Proposed Business Combination through a private placement of VPCCs Class A common stock. Accordingly, the Securities must continue to be held unless a subsequent Third-party consumer research commissioned by Dave. Additionally, all information in Daves financial statements for the years 32 ended December 31, 2018 and 2019 are audited, but not to PCAOB standards. resolution to an investigation, including a settlement or consent order, may have a material adverse effect on our business, financial position, and results of operations us some or all of which may be material to our business and results of 1 Unique users historically 31, 2020 is unaudited, preliminary and subject to change. These statements are based on various assumptions, whether or not identified in this providing answers to written questions in the CID and follow-up requests thereafter by the CFPB. Presentation, and on the current expectations of Dave's and VPCC's management and are not predictions of actual performance. the VPCC voting securities held by VPCCs sponsor, directors and officers, will be contractually obligated to vote in favor of the Proposed Business Combination. risk control mechanisms may not prevent all fraudulent or illegal activity. uncertain, evolving and unsettled. transactions with significant PIPE activity Strong Unit Economics The VPC SPAC franchise has raised over $1.2 billion of primary capital since September 2020 (4 SPACs + Bakkt PIPE transaction) Growing Addressable Market After the Form S-4 has been filed and declared effective, the definitive proxy statement/prospectus will be mailed to VPCCs stockholders as of a record date to be established for voting on the Proposed Business As a result, approximately 20.0% of VPCCs voting securities outstanding, representing Combination. 1 Capital Raised / Users Acquired Dave: $6 Other Neobanks: $75-100 10M Compensation (0) (0) (2) (-) D&A (0) (1) (2) GAAP Operating Income ($2) $5 $5 Source: Dave Management. Accordingly, the offered by financial technology companies such as Dave is often uncertain, evolving and unsettled. all of the regulations applicable to traditional banks. make no representation or warranty, express or implied, as to its accuracy or completeness. the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. There can be no assurance that the Combined Companys common stock will be approved for listing on the NYSE or Nasdaq or that the Combined Company will be able to comply with the continued listing standards of the NYSE or Management does not consider these non-GAAP measures in 33, RISKS RELATED TO DAVES BUSINESS (Contd) Failure Access the audio replay here. financial information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such information will be achieved. Investor Relations. Note: Dave has not yet completed its 2020 A data security breach could expose us to liability and protracted and 2021 Annual Shareholder Letter 12 MB. Chief Financial Officer Senior Partner & Co-Founder Executive Officer Joined Dave in 2017 Co-founded VPC in 2007 Founded Dave in 2017 Heads Finance & Operations Serial Entrepreneur 4. their legacy bank. Solely for convenience, the trademarks, service marks and trade names referred to in IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT In connection with the Proposed Business Combination, a registration statement on Form S-4 is expected to regulations, may adversely affect our business, including our ability to consummate the Proposed Business Combination, and results of operations.
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