The information in this preliminary prospectus is not complete and may be changed. The
selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion. Dated July 6, 2023.
Dave Inc.
Up to 8,517,556 Shares of Class A Common Stock
Up to 357,635 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus (the Selling
Securityholders) of up to 8,517,556 shares of our Class A common stock, par value $0.0001 per share (the Class A Common Stock), which consists of up to (i) 140,624 shares of Class A Common Stock issued in a private
placement pursuant to subscription agreements entered into on June 7, 2021 acquired at a price of $320.00 per share, (ii) 1,514,082 shares of Class A Common Stock that are issuable by us upon conversion of our Class V common stock,
par value $0.0001 per share held by our Chief Executive Officer acquired upon the incorporation of Legacy Dave (defined below); (iii) 1,593 shares of Class A Common Stock originally issued in a private placement to VPC Impact Acquisition
Holdings Sponsor III, LLC in connection with the initial public offering (the IPO) of VPC Impact Acquisition Holdings III, Inc. (our name prior to the Business Combination (defined below)) acquired at a price of $0.1237 per share; (iv)
159,381 shares of Class A Common Stock that are issuable by us upon the exercise of 5,100,214 warrants originally issued in a private placement to the Sponsor in connection with the IPO with an exercise price of $368.00 per share of
Class A Common Stock, which were purchased at a price of $1.50 per warrant; (v) 198,254 shares of Class A Common Stock that are issuable by us upon the exercise of 6,344,150 warrants originally issued in connection with the IPO with
an exercise price of $368.00 per share of Class A Stock that were previously registered (the Warrants) and which were purchased as part of units consisting of common stock and one-fourth of one warrant at a price of $320.00 per
unit; (vi) 6,445,921 shares of Class A Common Stock issued upon consummation of our Business Combination and held by certain of our directors and officers and other holders of registration rights acquired at prices ranging from $0.004 per share
to $162.62 per share; and (vii) 415,336 shares of Class A Common Stock underlying options to purchase common stock (the Options) of Dave Inc. prior to the Business Combination (Legacy Dave) held by certain affiliates and
former employees of Legacy Dave (Option Shares), which have a weighted average exercise price of $20.39 per share. On January 5, 2023, the Company effected a reverse stock split which resulted in the shares of Common Stock being
adjusted at a ratio of 1-for-32 (the Reverse Stock Split). Unless otherwise indicated, the per share prices in this prospectus, including the prices set
forth above and number of shares of Class A Common Stock and shares of Class A Common Stock issuable upon exercise of Warrants and Options in this prospectus have been adjusted to reflect the Reverse Stock Split.
This prospectus provides you with a general description of such securities and the general manner in which the Selling Securityholders may
offer or sell the securities. More specific terms of any securities that the Selling Securityholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities
being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.
We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders, except with respect to
amounts received by us upon exercise of the Warrants. However, we will pay the expenses, other than any discounts and commissions, associated with the sale of securities pursuant to this prospectus.
We are registering the securities described above for resale by the Selling Securityholders pursuant to, among other things, registration
rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell, as applicable, any of the securities. The
Selling Securityholders may offer, sell or distribute all or a portion of the securities covered by this prospectus in a number of different ways and at varying prices. The Selling Securityholders will bear all commissions and discounts, if any,
attributable to their sale of shares of Class A Common Stock or Warrants. We provide more information about how the Selling Securityholders may sell the shares in the section entitled Plan of Distribution.
The shares of Class A Common Stock being offered for resale by this prospectus, excluding the Option Shares and shares of Class A Common Stock
underlying Warrants and Class V Common Stock, represent approximately 62.9% of our total outstanding shares of Class A Common Stock as of the date of this prospectus. Additionally, if all the stock options, Warrants and Class V Common Stock are
exercised or converted, the holders of such stock options, Warrants and shares of Class V Common Stock would own an additional 2,287,052 shares of Class A Common Stock, representing approximately 17.9% of our total shares of Class A Common Stock
outstanding as of the date of this prospectus, assuming such exercise or conversion. The sale of the securities being offered by this prospectus could increase the volatility of the market price of our Class A Common Stock and Warrants or result in
a significant decline in the public trading price of shares of our Class A Common Stock and Warrants. Despite such a decline in the public trading price, certain Selling Securityholders may still experience a positive rate of return on the
securities they purchased due to the lower purchase price at which they purchased the securities described above. See Information Related to Offered Securities, Risk Factors Certain existing stockholders purchased securities
in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return, and
Risk Factors Sales of a substantial number of our securities in the public market by the Selling Securityholders and/or by our existing stockholders could cause the price of our Class A Common Stock and Warrants to decrease
significantly.
We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, amended, and
are subject to reduced public company reporting requirements.
You should read this prospectus and any prospectus supplement or amendment
carefully before you invest in our securities.
Our Class A Common Stock and Warrants are listed on The Nasdaq Global Market under
the symbols DAVE and DAVEW, respectively. On July 5, 2023, the last reported sales price of the Class A Common Stock was $5.45 per share and the last reported sales price of our Warrants was $0.03 per Warrant.
See the section entitled Risk Factors beginning on page 11 of this prospectus to read about
factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2023.