DAVE INC. Item 1.01 Entry Into A Material Definitive Agreement.
Investor Rights Agreement
The Company,
The foregoing description of the Investor Rights Agreement does not purport to . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01. The material terms and conditions of the Business Combination Agreement are described in the Proxy Statement/Prospectus in the section titled "VPCC Proposals-Proposal No. 1-The Business Combination Proposal," which is incorporated herein by reference.
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
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
Prior to the Business Combination, the VPCC's units, VPCC Class A Common Stock
and public warrants were traded on
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
Item 3.02 Unregistered Sales of
The disclosure set forth in the "
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 4.01 Changes in Registrant's Certifying Accountant.
On
The report of WithumSmith on the Company's financial statements as of
During the period from
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of WithumSmith, would have caused it to make a reference to the subject matter
of the disagreement in connection with its report covering such period. In
addition, no "reportable events," as defined in Item 304(a)(1)(v) of
Regulation S-K, occurred within the period of WithumSmith's engagement and the
subsequent period through
The Company provided WithumSmith with a copy of the foregoing disclosures prior
to the filing of this Current Report on Form 8-K and requested that WithumSmith
furnish a letter addressed to the
On
Item 5.01. Changes in Control of Registrant.
The disclosure set forth in the "Introductory Note" above and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The disclosure set forth in Item 2.01 of this Current Report on Form 8-K under the sections titled "Directors and Executive Officers," "Director Compensation," "Executive Compensation," "2021 Equity Incentive Plan" and "2021 Employee Stock Purchase Plan" is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the Business Combination, the Company filed the Second
Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") with the Secretary of State of the
The disclosures set forth under the "Introductory Note" and in Item 2.01 of this Current Report on Form 8-K are also incorporated herein by reference. Copies of the Certificate of Incorporation and the Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision
of the Code of Ethics.
Effective as of the Closing, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company including the Company's chief executive officer, chief financial officer and chief accounting officer or controller and any other persons performing similar functions.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, the Company ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled "Proposal No. 1-The Business Combination Proposal" beginning on page 172, which is incorporated herein by reference. Further, the information set forth in the Introductory Note and under Item 2.01 to this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
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The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The consolidated financial statements of Legacy Dave as of and for the years
ended
The unaudited condensed consolidated financial statements of Legacy Dave for the
nine months ended
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company
as of and for the nine months ended
(c) List of Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJune 7, 2021 , by and amongVPC Impact Acquisition Holdings III, Inc. ,Bear Merger Company I Inc. ,Bear Merger Company II LLC , andDave Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission onJune 10, 2021 .) 3.1 Second Amended and Restated Certificate of Incorporation ofDave Inc. 3.2 Amended and Restated Bylaws ofDave Inc. 4.1 Specimen Warrant Certificate of theDave Inc. (included as Exhibit B to Exhibit 4.2) 4.2 Warrant Agreement, datedMarch 4, 2021 , between ContinentalStock Transfer & Trust Company and VPCC (incorporated by reference to the Company's Current Report on Form 8-K, filed with the Commission onMarch 9, 2021 ). 10.1 Form of Indemnification Agreement. 10.2 Investor Rights Agreement, dated as ofJanuary 5, 2022 , by and among the Company, the Sponsor,Janet Kloppenburg ,Peter Offenhauser andKurt Summers , and certain holders of Legacy Dave Capital Stock. 10.3 Lease by and betweenPCJW Properties LLC and Legacy Dave, dated as ofJanuary 1, 2019 . 10.4 Sublease by and betweenPCJW Properties LLC and Legacy Dave, dated as ofDecember 1, 2018 . 10.5† 2021 Equity Incentive Plan and related forms of award agreements. 10.6† 2021 Employee Stock Purchase Plan. 10.7† Employment Agreement, datedJanuary 3, 2022 , by and betweenJason Wilk and Legacy Dave. 16.1 Letter to theSecurities and Exchange Commission fromWithumSmith+Brown, PC , datedJanuary 11, 2022 . 21.1 List of Subsidiaries. 99.1 Press Release datedJanuary 5, 2022 . 99.2 Unaudited pro forma condensed consolidated combined financial information ofDave Inc. for the nine months endedSeptember 30, 2021 . 104 Cover Page Interactive Data File (formatted as Inline XBRL).
* The schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any
omitted schedule to the
† Indicates a management contract or compensatory plan, contract or arrangement.
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