This 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 information necessary to adequately make an informed decision regarding your engagement with Dave and VPCC. includes processor fees, bad debt expense net of recoveries, network fees, partner bank costs, debit funding fees, and charitable contributions.1 Gross Profit ($ in mm) % Margin Revenue ($ in mm) Transaction Revenue 45% 56% 62% 57% 59% 62% Service should, would, plan, project, forecast, predict, potential, seem, seek, future, outlook, SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Business Combination. forward-looking information, is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. Actual results may differ materially from the results contemplated by the projected sponsor, directors and officers have agreed to vote in favor of the Proposed Business Combination, regardless of how VPCCs public stockholders vote. involving our products may lead to customer disputed transactions, for which we may be liable under banking regulations and payment network rules. 33RISK FACTORS The below list of risk factors has been prepared solely for purposes of the proposed private placement financing (the Private Such persons can intend, expect, should, would, plan, project, forecast, predict, potential, seem, seek, FINANCIAL INFORMATION; NON-GAAP FINANCIAL MEASURES The financial information and data contained in this Presentation is unaudited and does not ExtraCash ExtraCash Recent bank revenue trends for Solving Crucial Daily Financial Direct Deposit cohorts suggest Pain Points Platform upside over time on engagement and revenue Where weve been Where were going Since inception opinion in determining whether to proceed with the Proposed Business Combination. This Presentation contains preliminary information only, is subject to change at any time and any such changes may be material, and, is not, and 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. Additional risks that we currently do not Information concerning the interests of VPCCs and Daves participants in the The use or display of third parties trademarks, service marks, trade names the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity and market share. According to an investor presentation, the company generated $122M in revenue in 2020. We are a biotherapeutics company built for consumer engagement. Combination), and solely for potential investors in the proposed financing, and not for any other purpose. fees Creating financial opportunity that advances Americas collective potential 1 Based on Center for Financial Services Innovation. Otonomo and Software Acquisition will host a joint investor conference call regarding the proposed transaction today, February 1, 2021. Note: Dave has not yet completed its 2020 audit and therefore all financial statement information for the year ended December 31, 2020 is 333-252577), for a description of the security holdings of VPCCs officers and directors and their respective interests 1. involves a high degree of risk. 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 qualification under the securities laws of any such jurisdiction. 2Q21 & Beyond Feedback and Product Optimization ~31% penetration 1.3 mm Dave Bank Users Projected Dave Bank Users of Dave user base 1.2 mm 1.1mm 943k ~95% CAGR 784k 633k 273k 176k 141k 128k 114k 102k 22k 2020A 2021E 2022E 2023E May Jun Jul Aug 53.1% 22.7% 30.4% 31.2% 37.0% 37.6% 45.6% 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 115 Across all relevant mobile platforms.Favorable Opinion of Each Brand Dave 42% 30% 73% Peer-to-Peer A 36% 32% 68% Peer-to-Peer B 30% 33% 63% Bank A 26% 29% 55% Bank B 25% 29% 54% Challenger 25% 1 Gross profit is net of COGS which includes processor fees, bad May tap Combination. In addition to the approximately $144 million held in Panacea's trust (assuming no redemptions), a group of premier healthcare investors . The risks described below are not the only ones we face. immaterial that could also cause actual results to differ from those contained in the forward-looking statements. 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 operations as a result of the announcement Going forward, unique users represents combination of connected bank Marketing investment recovered in ~9 months on 1 a gross profit basis 06/21. banks Source: Dave Management. These documents, once available, can also be obtained, without charge, at the SECs web site (http://www.sec.gov). adversely impact the Proposed Business Combination. Webcast. The deal gives Dave a $4 billion valuation, which is quite a boost from the company's 2019 valuation of $1 billion,. The VPCC board has not obtained and will not obtain a third-party valuation or financial Solely for convenience, the trademarks, service Economic, political and other conditions may adversely affect trends in consumer spending. 1 Capital Raised / Users Acquired Dave: $6 Other Neobanks: $75-100 10M The risks presented in such filings With an expansive national footprint and extensive expertise in both additive and traditional manufacturing, Fathom provides comprehensive product development and manufacturing services to many of the largest and . 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. not be able to continue to operate our business as it is currently operated. Webcast. investment decision in respect of the Business Combination. Journey Frictionless access to a Walled Garden approach; can only access products with a variety of products in just 1 Ease of Access bank account and multitude of associated steps four steps Multiple user-friendly Antiquated The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Such projected financial information constitutes auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of 33, RISKS RELATED TO DAVES BUSINESS (Contd) Failure financial information and data contained in this Presentation, such as EBITDA and EBITDA Margin, have not been prepared in accordance with United States generally accepted accounting principles (GAAP). A data security breach could expose us to liability and protracted and financial covenants and other restrictions on our actions, which could limit our operational flexibility and otherwise adversely affect our financial condition. Dave Users have recorded in aggregate $300-400mm / 16 should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with Dave and VPCC. VPCCs nor Daves independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an thresholds (25% of all founder shares). including (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Agreement and Plan of Merger, dated June 7, 2021 (the Merger Agreement); (ii) the outcome of any legal proceedings Additionally, all information in Daves financial statements for the years ended 27 December 31, 2018 and 2019 are audited, but not to PCAOB standards. 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. employee shareholders and common equity holders assuming total transaction proceeds in excess of $300mm. Stockholders will also be able to obtain copies of such documents by emailing [email protected] or by directing a request to VPCC secretary at c/o Victory Park Capital Advisors, LLC, 150 North Riverside Plaza, Suite 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. To 11 Cant afford a one-time $400 emergency. The risks presented below are certain of the general risks related to the business of Dave, the Private Placement and the Proposed Business Combination, and such list is not exhaustive. Average fees paid per year by Dave customers to legacy banks Inc. has guaranteed up to $25,000,000 of Dave OD Fundings obligations under the Credit Facility, and currently that limited guaranty is secured by a first-priority lien against substantially all of Dave, Inc.s assets. SPAC Presentation Deck by Dave. Sponsor Shares Implied Enterpise Value $3,563 1% Source: Dave management. Changes in laws or regulations, or a failure to comply with any laws and Marketing) 4 13 29 58 87 113 EBITDA pre-Marketing $4 $29 $46 $52 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. and officers have agreed to vote in favor of the Proposed Business Combination, regardless of how VPCCs public stockholders vote. adverse publicity and reputational damage that may negatively affect the value of our business, and compliance with such laws could also result in additional costs and liabilities to Dave or inhibit sales of our products. 2022E Cohort Cumulative Cohort Revenue ~$640M Conservative forecast Marketing Expense In projected cumulative compared to observable revenue in four years historical data ~5x Excludes potential benefits from future product releases ~6 mos breakeven Proposed Business Combination. also read VPCCs final prospectus dated March 4, 2021 (SEC File No. Valuation: The SPAC deal values Lucid Motors at $11.75 billion.
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