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 28, 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 in exchange for shares of Legacy Dave (as defined below) common stock, which were issued as founder shares at a price equal to par value of $0.00001 at the time Legacy Dave was founded;
(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. As of the date of this prospectus, Warrants are
out-of-the-money which means that the trading price of the Class A Common Stock underlying the Warrants is below the $368.00 exercise price of the Warrants. For so long as the Warrants remain out-of-the-money, we do not
expect warrant holders to exercise their Warrants.
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 27, 2023, the last reported sales price of the Class A Common Stock was $5.69 per share and the
last reported sales price of our Warrants was $0.027 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.