VPCC merger with Dave Inc./DE
Dave Inc./DE — Dave is a banking app on a mission to build products that level the financial playing field.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $210M · unsourced
- Min-cash condition
- $250M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Dave Inc./DE
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Dave is a banking app on a mission to build products that level the financial playing field. Daves financial tools, including its debit card and spending account, help millions of customers bank, budget, avoid overdraft fees, find work and build credit. For more information, visit www.dave.com . Dave Media press@dave.com Investors DaveIR@icrinc.com 3 DAVE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions) (unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Operating revenues: Service based revenue, net $ 43.0 $ 34.4 $ 82.3 $ 66.8 Transaction based revenue, net 2.8 2.8 6.1 4.9 Total operating revenues, net 45.8 37.2 88.4 71.7 Operating expenses: Provision for unrecoverable advances 13.9 7.4 27.6 10.9 Processing and servicing fees 7.6 5.5 14.1 10.7 Advertising and marketing 20.8 11.9 33.0 25.9 Compensation and benefits 39.1 9.9 57.0 19.3 Other operating expenses 17.4 8.8 32.3 21.5 Total operating expenses 98.8 43.5 164.0 88.3 Other expenses (income): Interest expense, net 1.6 0.4 3.2 0.6 Legal settlement and litigation expenses 0.2 0.6 Other strategic financing and transactional expenses 1.9 0.1 2.8 0.2 Gain on extinguishment of liability (4.3 ) (4.3 ) Changes in fair value of earnout liabilities (7.6 ) (9.6 ) Changes in fair value of derivative asset on loans to stockholders (6.9 ) 5.6 (24.0 ) Changes in fair value of warrant liabilities (17.5 ) 0.7 (13.5 ) 2.9 Total other income, net (25.9 ) (5.5 ) (15.8 ) (19.7 ) Net (loss) income before provision for income taxes (27.1 ) (0.8 ) (59.8 ) 3.1 Provision for income taxes 0.1 0.1 Net (loss) income $ (27.1 ) $ (0.9 ) $ (59.9 ) $ 3.1 DAVE INC. AND SUBSIDIARIES RECONCILIATION OF OPERATING REVENUES, NET TO NON-GAAP OPERATING R
Dave Inc./DE — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.