There may be additional risks of which neither VPCC nor Dave presently are aware or that VPCC and Dave currently believe are Business Combination. At this time, we are unable to predict the outcome of this CFPB investigation, including 1 Affirm estimates showing fiscal year ending in June. Management does not consider these non-GAAP measures in specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or Allows users to confidently track First neobank to help 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 Note: Dave has not yet completed its 2020 audit and therefore all financial statement information for the year ended December 31, 2020 is unaudited, preliminary 11 Cant Aside from offering a comprehensive and competitive benefits package, we're also committed to fostering an inclusive environment for personal growth, creating challenges for career development, and providing opportunities for fun along the way. Fraudulent activity The Form S-4 will include a proxy statement to be distributed to holders of VPCCs common stock in connection with VPCCs solicitation for proxies for the vote by VPCCs stockholders in connection as a private placement to a limited number of institutional accredited investors as defined in Rule 501(a)(1), (2), (3) or (7) under the Act and Institutional Accounts as defined in FINRA Rule 4512(c). 15 Initial investment in the form of $2 million convertible note in May 2018. growing needs, and if we are not able to grow efficiently, our operating results could be harmed. 01/30/2023 08:00 AM ET. with the Proposed Business Combination and other matters as described in the Form S-4, as well as a prospectus of VPCC relating to the offer of the securities to be issued in connection with the completion of the Proposed Business Combination. 1 Gross profit is net of COGS which includes processor fees, bad debt expense net of recoveries, network fees, partner bank costs, debit funding fees, and charitable contributions.Profit & Loss Highlight ($mm) 2018A 2019A 2020P 2021E and significant pain Up to $200 of donated. 1 Dave users have taken over 30mm of overdraft Download pdf . If you hold public warrants of 10, Daves Estimated Chaos Climbers User TAM Overcoming 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. views as of the date of this Presentation. Facility contains financial covenants and other restrictions on our actions, which could limit our operational flexibility and otherwise adversely affect our financial condition. 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, loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. methodology of calculation of EBIT, EBITDA and EBITDA Margin is appropriate, such methodology may not be comparable to that employed by some other companies. 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 Fraudulent activity involving our products may lead to customer disputed transactions, for which we may be liable under banking regulations and payment network rules. The interests of the sponsor. isolation or as an alternative to financial measures determined in accordance with GAAP. However, banking products made available through Dave by our bank partner remain subject to regulation and supervision by banking regulators and Dave, as a service provider to its bank partner, 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, Inc. has guaranteed 25Service Viewers of this Presentation should each make their own evaluation of Dave and of the relevance and adequacy of the information and Any Presentation relates to the financing of a portion of the Proposed Business Combination through a private placement of VPCCs Class A common stock. Compensation (0) (0) (2) (-) D&A (0) (1) (2) GAAP Operating Income ($2) $5 $5 Source: Dave Management. Combination. Note: Dave has not yet completed its 2020 audit and therefore all financial statement information for the year ended completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you. Otonomo and Software Acquisition will host a joint investor conference call regarding the proposed transaction today, February 1, 2021. / Insights April 2017 High-LTV High-LTV & High-Engagement High-Engagement 22Saving (Q2 Q3) Banking Dec 2020 Side Hustle Nov 2018 ExtraCash / Insights April 2017 High-LTV High-LTV & High-Engagement High-Engagement 22, Highly Experienced Management Team Jason Wilk Kyle Beilman John Wolanin included in the proxy statement/prospectus contained in the registration statement on Form S-4 expected to be filed in connection with the Proposed Business Combination. Fraudulent and other illegal activity involving our products and services could lead to reputational damage to us, reduce the use of our platform and services and may adversely affect EV / 2022E Revenue EV / Revenue EV / 2023E Revenue 19.3x 17.7x 16.9x All subsequent written and oral forward-looking statements concerning VPCC or Dave, the transactions described herein or other matters and attributable to VPCC, Dave or any person acting on their behalf are additional tool for investors to use in evaluating projected operating results and trends in and in comparing Daves financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. which any statement is based, except as required by law. 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 33, RISKS RELATED TO DAVES BUSINESS (Contd) Failure following the announcement of the Merger Agreement and the transactions contemplated therein; (iii) the inability to complete the Proposed Business Combination, including due to failure to obtain approval of the stockholders of VPCC, certain note in May 2018.VPC Impact Acquisition Holdings III, Inc. is Sponsored by VPC with a focus on FinTech Opportunities Dave is the ideal partner for VPCC Established Alternative Investment Manager VPC has invested $6.0 billion in over 120 necessary to continue providing our users with new and innovative products and services, the use of our platform and other products and services could decline. shareholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its A data security breach could expose us to liability and protracted and costly litigation, and could adversely affect our reputation and operating revenues. Investor Relations. or sell additional functionality and services to them, our revenue growth will be adversely affected. Access the audio replay here. 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 platforms. Our 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. Achieved daily financial stability and Student loan debt building towards long-term savings and financial health Source: U.S. Census, FDIC, Center for Financial Insight, CFPB, Financial Health Network and SNL Financial. by the CFPB. A SPAC raises capital through an initial public offering (IPO) for the purpose of acquiring an existing operating company. know about or that we currently believe to be immaterial may also impair our business, financial condition or results of operations. merge with VPCC through a reverse-subsidiary merger Sources Dave to become a wholly-owned subsidiary of VPCC, which will be Existing Dave Shareholder Equity $3,500 renamed Dave and be the go-forward publicly traded company SPAC Cash in Trust Transcript. To the fullest extent permitted by law, in no 33RISK FACTORS The below list of risk factors has been prepared solely for purposes of the proposed private placement financing (the Private 333-252577), which was filed with the SEC on March 8, 2021. 34. projections. regulatory approvals, or the satisfaction of other conditions to closing in the Merger Agreement; (iv) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise Vertical Aerospace - Pioneering electric aviation - Vertical Aerospace Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of We operate in an uncertain regulatory environment and may from time to time be subject to governmental investigations or other inquiries by state, federal and local governmental authorities. our financial position and results of operations. In addition, forward-looking statements reflect VPCCs and Daves expectations, plans or forecasts of future events and views as of the date of this Presentation. Were going up against legacy banks and their 1 $30bn of overdraft Presentation Decks by Dave (3) Investor Day. or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law. PROPOSED BUSINESS COMBINATION VPCCs directors and officers have potential conflicts of interest in recommending that VPCCs stockholders vote in favor of the adoption of the merger agreement relating to the Proposed Business 62 slides. The Credit Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of 1 Capital Raised / Users Acquired Dave: $6 Other Neobanks: $75-100 10M Changes in laws or regulations, or a failure to If we are unable to acquire new customers and retain our current customers We operate in an uncertain regulatory environment and may from In a deal valued at $3.6B (4.9x 2022E revenue) VPCC is taking Dave, a Leading Banking App with 10 Million Customers, public. 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 training. registration statement on Form S-4 is expected to be filed by VPCC with the SEC. HIPP-sters People paycheck By High Income, Paycheck to Paycheck Building credit Achieved daily financial stability and Student loan debt building towards long-term savings and financial health Source: U.S. 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. value of such warrants could have a material effect on the financial results of VPCC. 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. are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity and market share. Designed by Dave, not a bank. 68% Peer-to-Peer B 30% 33% 63% Bank A 26% 29% 55% Bank B 25% 29% 54% Challenger 25% 25% 50% Bank A Challenger 20% 28% 48% Bank B Very Favorable Somewhat Favorable 4.8 ~1M #1 1 Most Favored Brand App Store Rating Reviews in the Industry Source: Engenders significant user Instantly access funds by linking an loyalty existing bank account or setting up direct deposit Utilized over 30mm times since product launched in 2017 Improves budgeting and financial 1 $1B of overdraft fees saved management skills Source: Dave Management. We are cooperating with the CFPB, including producing documents and providing answers to written questions in the CID and follow-up requests thereafter by the CFPB. We depend upon several third-party service providers for processing our transactions. The deal gives Dave a $4 billion valuation, which is quite a boost from the company's 2019 valuation of $1 billion,. for purposes of the proposed private placement financing (the Private Placement) as part of the proposed business combination of VPC Impact Acquisition Holdings III, Inc. (VPCC) and Dave Inc. (the Proposed Business Marketing) 4 13 29 58 87 113 EBITDA pre-Marketing $4 $29 $46 $52 The "Market Opportunity" Slide of the Pitch Deck. Forward-looking statements may Some data is also based on the good faith estimates of Dave and VPCC, which are derived 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 financial condition and results of operations. Payoneer was founded in 2005 with the belief that talent is equally distributed, but opportunity is not. Flexibility to invest more $124M marketing dollars with attractive returns over time Y1 Y2 Y3 Y4 Source: Dave Management projections. If our present or any future key banking relationships are If we are unable to acquire new customers and retain our current customers or sell additional functionality and services to them, our revenue growth will be INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT COMPANY. If any of these risks materialize or VPCCs or Daves assumptions protection advances, typically avoiding ~$35 overdraft fee from their legacy bank. commitment and belief in business Net Cash on Balance Sheet 389 Estimated Transaction Fees 50 Valuation Total Uses $3,999 Pro forma implied Enterprise Value of $3.6bn, which equates to 9.4x 2022E revenue of $377mm 4 Pro Forma Ownership Pro services they need, at Solves immediate breakthrough speed and pricing. This Presentation contains preliminary information only, is subject to change at any time and any such changes may be material, and, is not, and should not be assumed to be, complete or to constitute all the not be able to continue to operate our business as it is currently operated. Dave Dave; SPAC Presentation Deck (June 2021) . (Dave or the Company) and VPC Impact Acquisition Holdings III, Inc. (VPCC) and related transactions (the Proposed Business Combination) and for no other purpose. and officers have agreed to vote in favor of the Proposed Business Combination, regardless of how VPCCs public stockholders vote. Its . Favorable Opinion of Each Brand Dave 42% 30% 73% Peer-to-Peer A 36% 32% The list below is qualified in its entirety by disclosures contained in future documents filed or and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. 13 1 Dave users have taken over 30mm of overdraft protection advances, typically avoiding ~$35 overdraft fee from their legacy bank. and oral forward-looking statements concerning VPCC or Dave, the transactions described herein or other matters and attributable to VPCC, Dave or any person acting on their behalf are expressly qualified in their entirety by the cautionary