Business context and reporting period
This is VPC Impact Acquisition Holdings III, Inc.’s unaudited Form 10-Q for the quarter ended September 30, 2021—not an operating-company 10-Q filed by Dave Inc. VPC was a blank-check company seeking a business combination and had not commenced operations. Its proposed combination with Dave was pending; the filing does not report Dave’s operating or financial results.
Financial results and position
| Metric | Period or date | Amount |
|---|---|---|
| Revenue | Through September 30, 2021 | None |
| Net loss | Three months ended September 30, 2021 | $2.68 million |
| Net loss | January 14, 2021 inception through September 30, 2021 | $7.81 million |
| Operating cash used | Inception through September 30, 2021 | $2.05 million |
| Cash outside trust | September 30, 2021 | $119,603 |
| Trust investments | September 30, 2021 | $253.78 million |
| Working capital | September 30, 2021 | Deficit of $1.23 million |
| Total liabilities | September 30, 2021 | $32.96 million |
| Warrant liabilities | September 30, 2021 | $21.81 million |
The quarterly loss included $1.32 million of formation and operating costs and a $1.36 million loss from the change in warrant fair value, partly offset by $3,266 of trust interest. For the inception-to-date period, warrant fair-value changes were a $3.82 million loss, and interest income was $16,166. The filing reports no operating margin; operating revenue had not begun.
Material changes and unusual items
Management revised previously issued financial statements to classify all Class A shares subject to possible redemption as temporary equity at redemption value. The revision changed the presentation of temporary and permanent equity and the allocation of loss per share; management said it did not change total assets, liabilities, or operating results. The filing also reports a material weakness in internal control identified earlier and says remediation measures were completed by June 30, 2021. Management concluded disclosure controls were effective for this quarter.
Transaction, outlook, and risks
VPC had agreed to combine with Dave at an implied equity value of $3.5 billion, with consideration primarily in shares valued at $10 each. The agreement included a proposed $210 million PIPE at $10 per share, subject to closing conditions. A separate repurchase arrangement for selling holders would apply only if cash at closing exceeded $300 million, capped at $60 million. Dave founder Jason Wilk’s proposed high-vote shares could represent approximately 70% of voting power immediately after closing, assuming no public-share redemptions and before the specified repurchase.
VPC’s cash outside the trust was limited, while the trust funds were generally reserved for a business combination. Management believed working capital and potential sponsor or affiliate borrowing would be sufficient through the earlier of a business-combination closing or one year from filing, but such loans were not committed; there were no working-capital borrowings at quarter end. VPC’s combination deadline was March 9, 2023. If it failed to complete a combination by then, it would redeem public shares and liquidate, and warrants could expire worthless. The filing cites transaction-closing conditions and COVID-19 uncertainty; it provides no operating guidance for Dave.
Important facts for investors to verify
- Confirm transaction status, closing conditions, and any later amendments or termination of the Dave merger and PIPE agreements.
- Review the merger proxy/S-4 for redemption scenarios, post-close cash, dilution, repurchase mechanics, and the dual-class voting structure.
- Assess VPC’s limited cash outside the trust, working-capital deficit, and reliance on potential—not committed—related-party loans.
- Review the financial-statement revision and internal-control disclosures, and distinguish VPC’s SPAC results from Dave’s operating performance.