Dave Inc./DE

We believe our current facilities are adequate for our present needs and that suitable additional or substitute space will be available as needed to accommodate any future expansion of our operations.

• We may not be able to scale our business on a timely basis to meet our Members’ growing needs, and if we are not able to grow efficiently, our operating results could be harmed.
• We rely on two bank partners, but intend to eventually rely on one bank partner. If our present or any future key banking relationships are terminated and we are not able to secure or successfully migrate client portfolios to a new bank partner or partners, or a bank partner becomes subject to regulatory restrictions or other operational disruptions, our business would be adversely affected.
• If we fail to comply with the applicable requirements relating to deposit insurance, our Members could be harmed in the event of a failure of our bank partner and we could be subject to enforcement actions, claims from third parties, including our Members, and suffer economic and reputational harm that could have an adverse effect on our business.
• If we fail to comply with the applicable requirements of our third-party providers, they could seek to suspend or terminate our accounts, which could adversely affect our business.
• Our third-party vendor relationships subject us to a variety of risks, and the failure of third parties to comply with legal or regulatory requirements or to provide various services could have an adverse effect on our business, results of operations, financial condition, and future prospects.
• We depend upon several third-party service providers to process our transactions and provide other important services for our business. If any of our agreements with our service providers are terminated or if we experience any interruption or delay in the services provided by our third-party service providers, delivery of our products and services could be impaired or suspended and our business could suffer.
• Our recent rapid growth, including growth in our volume of ExtraCash transactions and related revenue, may not be indicative of our future growth, and if we continue to grow rapidly, we may not be able to manage our growth effectively. Our rapid growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to be successful.
• If we are unable to acquire new Members and retain our current Members or sell additional functionality and services to them, our revenue growth will be adversely affected.
• If we fail to offer high-quality customer support, or if our support is more expensive than anticipated, our business and reputation could suffer.
• We may require additional capital to support the growth of our business, and this capital may not be available on acceptable terms, if at all.
• Fraudulent and other illegal activity involving our products and services could lead to reputational damage to us, cause us to incur financial losses, reduce the use of our platform and services and may adversely affect our financial position and results of operations.
• If the information provided to us by potential Members or other third parties is incorrect or fraudulent, we may misjudge a Member’s qualifications to receive our products and services and our results of operations may be harmed and could subject us to regulatory scrutiny or penalties.
• We are exposed to losses from Dave banking Member accounts.
• We receive funds from, and transfer funds to, our Members daily, which in the aggregate comprise 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.
• Real or perceived software errors, failures, bugs, defects, or outages could adversely affect our business, results of operations, financial condition, and future prospects.
• Cyberattacks and other security breaches or disruptions suffered by us or third parties upon which we rely could have a materially adverse effect on our business, harm our reputation and expose us to public scrutiny and liability.
• We strive to deliver simple, transparent, and fair financial products, which may conflict with the short-term interests of our stockholders.
• Changes in debit interchange rates could adversely affect our business, financial position and results of operations.
• Dave has historically incurred losses in the operation of its business. Although we have recently achieved profitability, there is no guarantee that we will sustain profitability.
• Fluctuations in market interest rates have had and could continue to have an adverse effect on our business.
• Our operating results may fluctuate in the future.
• Negative publicity about us or our industry could adversely affect our business, results of operations, financial condition, and future prospects.
• If we cannot maintain our company culture as we grow, our success and our business may be harmed.
• If we lose key personnel, or if we are unable to attract and retain executives and employees we need to support our operations and growth, our business may be harmed.
• Misconduct and errors by our employees, contractors and third-party service providers could harm our business and reputation.
• We have limited operating history and experience in managing a public company, and face significant challenges as a new entrant in our industry.
• If Dave identifies material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect Dave’s business and share price.
• If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate less revenue and incur costly litigation to protect our rights.
• We use open source software in our products, which could subject us to litigation or other actions.
• Natural catastrophic events, pandemics and man-made problems such as power disruptions, political instability, civil unrest, terrorist activity or war may disrupt our business.
• Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our financial condition and results of operations.
• Our revenue is impacted, to a significant extent, by the general economy, the creditworthiness of the U.S. consumer and the financial performance of our partners.
• Changes in U.S. policies may adversely impact our business, financial condition, and results of operations.
• We operate in a cyclical industry. In an economic downturn, default rates may increase, there may be decreased demand for our products, and there may be adverse impacts to our business.
• Risks Related to Regulatory and Legal Matters
• Regulatory agencies and consumer advocacy groups are highly focused on potential discrimination resulting from the use of machine learning and “black-box” algorithms.
• The financial services industry continues to be highly regulated and subject to new laws or regulations in many jurisdictions, including the U.S. states and localities in which we operate, which could restrict the products and services we offer, impose additional compliance costs on us, render our current operations unprofitable or even prohibit our current or future operations.
• We are subject to extensive federal, state, and local laws and regulations relating to consumer financial protection.
• If ExtraCash overdrafts or other transactions originated through a bank partner are found to violate applicable state usury laws or other lending laws, it could materially adversely affect our business.
• Our use of vendors and our other ongoing third-party business relationships are subject to increasing regulatory requirements and attention.
• Due to our bank partnership model, we are and will continue to be subject to third-party risk management obligations, our business model may need to be substantially altered and we may not be able to continue to operate our business as it is currently operated.
• If we were found to be operating without having obtained necessary state or local licenses, it could adversely affect our business, results of operations, financial condition, and future prospects.
• Stringent and changing laws and regulations relating to privacy and data protection could result in claims against us, harm our results of operations, financial condition, and future prospects, or otherwise harm our business.
• Laws and regulations relating to memberships and subscriptions may adversely affect our business.
• We are required to comply with anti-money laundering and anti-terrorism financing laws, as well as the Bank Secrecy Act, including through obligations imposed by our third-party service providers. Failure to comply with these obligations could have significant adverse consequences for us.
• Litigation, regulatory actions, and compliance issues could subject us to fines, penalties, judgments, remediation costs, and/or other requirements resulting in increased expenses and reputational harm.
• Risks Relating to Ownership of our Securities
• The dual class structure of our Common Stock has the effect of concentrating voting control with Jason Wilk, Dave’s founder, Chief Executive Officer and President and a member of the Dave Board of Directors. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a change in control.
• Dave’s dual class structure may depress the trading price of our Dave Class A Common Stock.
• Our stock price is volatile.
• Dave has never paid cash dividends on our capital stock and does not anticipate paying dividends in the foreseeable future.
• Anti-takeover provisions contained in our certificate of incorporation and bylaws and applicable laws could impair a takeover attempt.
• Our amended and restated certificate of incorporation contains exclusive forum provisions for certain claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
• Dave is subject to risks related to taxation in the United States.
• Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect Dave’s business and future profitability.
• As a result of plans to expand Dave’s business operations, including to jurisdictions in which tax laws may not be favorable, its obligations may change or fluctuate, become significantly more complex or become subject to
• greater risk of examination by taxing authorities, any of which could adversely affect Dave’s after-tax profitability and financial results.
• Dave’s ability to utilize its net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations.
• If accounting standards change or if our estimates or assumptions relating to our critical accounting policies prove to be incorrect, our results of operations and financial condition could be adversely affected.
• There is no guarantee that the Public Warrants will be in the money at the time they become exercisable, and they may expire worthless.
• We may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants. As a result, the exercise price of the Public Warrants could be increased, the exercise period could be shortened and the number of shares of Dave Class A Common Stock purchasable upon exercise of a Public Warrant could be decreased, all without a holder’s approval.
• We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.
• The valuation of our public and private warrants and earnout shares could materially increase the volatility of our net income (loss) in our consolidated statements of operations.
• We have issued and will continue to issue a substantial number of additional shares of Dave Class A Common Stock under an employee incentive plan. Any such issuances dilute the interest of our stockholders and likely present other risks.
• There can be no assurance that Dave Class A Common Stock will be able to comply with the listing standards of Nasdaq.
• Sales of a substantial number of shares of Dave Class A Common Stock in the public market could occur at any time. This could cause the market price of the Dave Class A Common Stock to drop significantly, even if our business is doing well.
• If securities or industry analysts do not publish or cease publishing research or reports about Dave, its business or its market, or if they change their recommendations regarding the Dave Class A Common Stock adversely, the price and trading volume of the Dave Class A Common Stock could decline.
• We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value.