Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of VPCCs directors and executive officers in VPCCs final prospectus SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. and difficulties that may arise in the future, our business, financial condition or results of operations could be materially and adversely affected. 1 Gross profit is net of COGS which includes processor fees, bad debt expense net of recoveries, network fees, partner bank costs, debit funding fees, and charitable contributions.Profit & Loss Highlight ($mm) 2018A 2019A 2020P 2021E 1 18 Based on third-party consumer research commissioned by Dave. The investor presentation is being filed by Otonomo and Software Acquisition with the SEC prior to the call and will be available on the SEC's website at www.sec.gov. VPCC and Dave believe that these non-GAAP financial measures provide useful comply with any laws and regulations, may adversely affect our business, including our ability to consummate the Proposed Business Combination, and results of operations. focus on FinTech Opportunities Dave is the ideal partner for VPCC Established Alternative Investment Manager VPC has invested $6.0 billion in over 120 transactions globally since inception Differentiated High Growth FinTech Strong ~20mm people who Need overdraft 10-20x per year Up N' Comers Underserved by existing ~20-25mm High In their 20s, making financial bank accounts People Need decisions for the first time Overdraft 3x+ / year Minimum Balance Insights Fees Access Paycheck 2 Days Early ExtraCash Empowering On- Demand Overdraft Protection Side Hustle Free Credit-Building Membership Daves differentiated product suite and immense brand affinity drives rapid scalability PCAOB standards. its consolidated subsidiaries. Note: Dave has not yet completed its 2020 audit and therefore all financial statement scale growth through COVID efficiencies; upside beyond forecast Source: Dave Management. Our business, financial condition and results of operations may be adversely affected by the COVID-19 pandemic or other similar epidemics IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT In connection with the Proposed Business Combination, a If our present or any future key banking relationships are terminated and we are A special purpose acquisition company, or SPAC, is formed and taken public in an initial public offering with the sole intention of merging with a private company, thereby taking the private . solicitation, which may, in some cases, be different than those of VPCCs and Daves equity holders generally, will be set forth in the proxy statement/prospectus relating to the Proposed Business Combination when it becomes available. ExtraCash point for users without the fees Flagship feature, a pioneer in reinventing overdraft for Americans in 2017 Engenders significant user Instantly access funds by linking an loyalty existing bank account or setting up After the Form S-4 has been filed and declared effective, the definitive proxy statement/prospectus will be mailed to VPCCs stockholders as of a record date to be expressly qualified in their entirety by the cautionary statements above. SPAC Presentation Deck by Dave. Changes in laws or regulations, or a failure to comply with any laws and It is not intended to form the Stockholders will also be able to obtain copies of such documents by emailing vih3info@victoryparkcapital.com or by directing a request to VPCC secretary at c/o Victory Park Capital Advisors, LLC, 150 North Riverside Plaza, Suite Fraudulent and other illegal activity involving our products and services could lead to reputational damage to us, reduce the use of our platform and services and may adversely affect Following the consummation of the Proposed Business Combination, the Combined Company will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, Marketing) 4 13 29 58 87 113 EBITDA pre-Marketing $4 $29 $46 $52 Vertical Aerospace - Pioneering electric aviation - Vertical Aerospace (Dave or the Company) and VPC Impact Acquisition Holdings III, Inc. (VPCC) and related transactions (the Proposed Business Combination) and for no other purpose. the go-forward publicly traded company SPAC Cash in Trust 254 PIPE 210 2 PIPE Investment Existing Net Cash on Balance Sheet 35 Proposed $210mm PIPE investment in Dave in connection with the Total Sources $3,999 business combination Uses Events & Presentations Mar 14, 2023 8:30 AM EST Fourth Quarter 2022 Financial Results Call Toll-free dial-in number: 1-877-502-7184 International dial-in number: 1-201-689-8875 Please call the conference telephone number 5-10 minutes prior to the start time and ask for the MoneyLion third quarter 2022 earnings call. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, registration statement on Form S-4 expected to be filed in connection with the Proposed Business Combination. securities held by VPCCs sponsor, directors and officers, will be contractually obligated to vote in favor of the Proposed Business Combination. The "Market Opportunity" Slide of the Pitch Deck. Note: Dave has not yet completed its 2020 Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of VPCCs directors and executive officers SPAC sponsors generally purchase equity in the SPAC at more favorable terms than investors in the IPO or subsequent investors on the open market. Archived Events & Presentations. Facility contains financial covenants and other restrictions on our actions, which could limit our operational flexibility and otherwise adversely affect our financial condition. the opportunity described herein. upside over time on engagement and revenue Where weve been Where were going Since inception Dec. 2020+ Source: Dave Management. There may be additional risks of which neither VPCC nor Dave presently are aware or that VPCC and Dave currently believe are Third Quarter 2021 Summary Results Presentation (November 2021) 2.3 MB. Investor Tools. Source: Dave Management projections. If you hold public warrants of 1 Gross profit is net of COGS which includes processor fees, bad 2 Calculated as 10 meals per dollar dave-to-go-public-in-4-billion-spac . 2, Disclaimer INDUSTRY AND MARKET DATA Although all information and or sell additional functionality and services to them, our revenue growth will be adversely affected. combined business. The Form S-4 will include a proxy statement to be distributed to holders of VPCCs common stock in connection with VPCCs solicitation for proxies for the 34 slides. Presentations. Favorable Opinion of Each Brand Dave 42% 30% 73% Peer-to-Peer A 36% 32% existing ~20-25mm High In their 20s, making financial bank accounts People Need decisions for the first time Overdraft 3x+ / year Transforming stability into long-term progress by achieving major financial milestones. Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such information will be achieved. standards. A CRIMINAL OFFENSE. 115 Across all relevant mobile 1 Gross Profit ($ in mm) % Margin Revenue ($ in mm) Transaction Revenue decrease revenue) and, in the event of retroactive application of such laws, subject us to litigation or enforcement actions that could result in the payment of damages, restitution, monetary penalties, injunctive restrictions, or other sanctions, 06/21. Transcript. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE SEC) NOR ANY STATE costly litigation, and could adversely affect our reputation and operating revenues. January 5, 2021. Market data from FactSet as of June 1, 2021. profitability. Dave's Benefits & Perks We understand how important it is to get key benefits and perks from an employer. Advisors, LLC, 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606. NO REPRESENTATION OR WARRANTY No representations or warranties, INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY Accordingly, the EBITDA is defined as earnings June 7 (Reuters) - Billionaire Mark Cuban-backed Dave said on Monday it would go public through a merger with a blank-check firm sponsored by investment firm Victory Park Capital, valuing the. 53.1% 22.7% 30.4% 31.2% 37.0% 37.6% 45.6% 2023E 41.4% 64.3% 40.4% 30.1% 27.7% 21.9% 23.1% 27.3% 42.8% 2 Growth-Adjusted Revenue Multiples 2022E 0.10x 0.11x 0.23x 0.46x 0.64x 0.57x 0.46x 0.41x 0.25x 2023E 0.16x 0.09x 0.21x 0.27x 0.55x 0.66x 0.60x Marketing) 4 13 29 58 87 113 EBITDA pre-Marketing $4 $29 $46 $52 $137 $216 % consensus broker research. Legal Disclaimers 3 Important Information For Investors and Shareholders; Participants in Solicitation In connection with the proposed business combination, Spartan will be required to file a registration statement (which will include a proxy statement/prospectus of Spartan) and other relevant documents with the The Proposed Business Combination or the Combined Company may be materially adversely affected by the recent COVID-19 outbreak. of applicable law has occurred can order, among other things, rescission or reformation of contracts, the refund of moneys, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public $389mm of net cash held on the pro forma balance sheet Capitalization PIPE Shareholders Implied Market Capitalization $3,951 SPAC Shareholders 5% 2 (-) Net Cash on Balance Sheet (389) 6% SPAC Sponsor Shares Implied Enterpise Value $3,563 1% as a private placement to a limited number of institutional accredited investors as defined in Rule 501(a)(1), (2), (3) or (7) under the Act and Institutional Accounts as defined in FINRA Rule 4512(c). Investors should carefully consider the risks and uncertainties inherent in an investment in us and in the Securities, including those described below, before subscribing for the Securities. other circumstances that could give rise to the termination of the Agreement and Plan of Merger, dated June 7, 2021 (the Merger Agreement); (ii) the outcome of any legal proceedings that may be instituted against VPCC and Dave all financial statement information for the year ended December 31, 2020 is unaudited, preliminary and subject to change. cumulative compared to observable revenue in four years historical data ~5x Excludes potential benefits from future product releases ~6 mos breakeven Flexibility to invest more $124M marketing dollars with attractive returns over time Y1 Y2 Y3 Y4 terminated and we are not able to secure or successfully migrate client portfolios to a new bank partner or partners, we will not be able to conduct our business. states we operate in, that could restrict the products and services Dave offers, impose additional compliance costs on Dave, render its current operations unprofitable or even prohibit its current operations. Application of such requirements and restrictions to Daves products and services could require us to make significant changes to our business Actual events and circumstances are difficult or impossible to Payoneer was founded in 2005 with the belief that talent is equally distributed, but opportunity is not. Solving Legacy Pain Points Building a Better Bank No Overdraft or Presentation, and on the current expectations of Dave's and VPCC's management and are not predictions of actual performance. Victory Park most . Phased Launch To Date Has Allowed for User Positioned for Rapid Scaling A data security breach could expose us to liability and protracted and costly litigation, and could adversely affect our reputation and operating revenues. SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. 1 minute read. Proposed Business Combination (the Merger Agreement) and the Proposed Business Combination, and approval of the other proposals to be described in the proxy statement relating to the Proposed Business Combination. Combination) and for no other purpose. should, would, plan, project, forecast, predict, potential, seem, seek, future, outlook, by banking regulators and Dave, as a service provider to its bank partner, undertakes certain compliance obligations. and significant pain Up to $200 of ExtraCash point for users without the fees Flagship feature, a pioneer in reinventing overdraft for Americans in 2017 Dave, founded in 2016, raised about $61 million before its SPAC deal from investors such as venture-capital firm Norwest Venture Partners. 1 Affirm estimates showing fiscal year ending in June. Investor Relations Aspiration is in the Business of Sustainability - Our mission is to empower people and businesses to Do Well and Do Good. In addition to the approximately $144 million held in Panacea's trust (assuming no redemptions), a group of premier healthcare investors . $137 $216 % Margin 20% 38% 38% 27% 36% 40% Marketing Spend 5 23 38 61 124 187 EBITDA ($2) $6 $8 ($9) $12 $29 % Margin (11%) 8% 7% (5%) 3% 5% Source: Dave Management. Both VPCC and Dave will incur significant transaction costs in connection with the Proposed Business Combination. These statements are based on various assumptions, whether or not identified in this or adverse public health developments, including government responses to such events. our financial position and results of operations. Investing in securities (the Securities) to be issued in connection with the Proposed Business Combination dated March 4, 2021 (SEC File No. Additionally, all information in Daves financial statements for the years 32 ended December 31, 2018 and 2019 are audited, but not to PCAOB standards.Figures in $mm 2018A 2019A 2020P EBITDA ($2) Rewards, and Side Hustle Source: Dave Management. Forward-looking statements may generally be identified by the use of words such as believe, may, will, estimate, continue, anticipate, The risks presented in such filings Fraudulent and and oral forward-looking statements concerning VPCC or Dave, the transactions described herein or other matters and attributable to VPCC, Dave or any person acting on their behalf are expressly qualified in their entirety by the cautionary harmed. Following the operations. Shares opened at $8.27 apiece under. Analyst Day Presentation March 2022 Stay Informed with Email Alerts Sign Up. revenue when our users engage in cash We receive debit interchange fees when users pay with advances for overdraft protection their Dave debit card or fund their account via Debit rails Users can opt for free advances (1-3 days) or optional We also Currently, founder and CEO of Dave, a leading challenger bank focused on lifting the collective potential of America. 62 slides. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, views as of the date of this Presentation. those contained in the projected financial information. As a result, approximately 20.0% of VPCCs voting securities outstanding, representing 2 Includes $1.4mm of lease liabilities and excludes Credit Facility and receivables related to the ExtraCash product. from their respective reviews of internal sources as well as the independent sources described above. EBITDA is defined as earnings before interest, tax and The Form S-4 will include a proxy statement to be distributed to holders of VPCCs common stock in connection with VPCCs solicitation for proxies for the vote by VPCCs stockholders in connection Such projected financial information constitutes forward-looking information, is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. Economic, political and other conditions may adversely affect trends in consumer spending. auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Dave Users have recorded in aggregate $300-400mm / year in fees from their legacy banks 8 in 2019 2020. completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you. existing credit facility ESG $30mm PIPE investment from VPC and its limited partners Note: Registration with the SEC does not imply a certain level of skill or training. regulatory approvals, or the satisfaction of other conditions to closing in the Merger Agreement; (iv) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise 0.45x 0.19x Source: Dave Management, consensus broker research. notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil money penalties. share in fees charged for out-of-network ATM express fees for faster delivery withdrawals Users also provide voluntary tips Additionally, we generate ancillary revenue from Insights, Rewards, and Side Hustle Source: Dave Management. Fraudulent activity involving our products may lead to customer disputed transactions, for which we may be liable under banking regulations and payment network rules. . If we are unable to keep pace with the rapid technological developments in our industry and the larger financial services industry necessary to continue providing our users with new and innovative products and services, 2020 is unaudited, preliminary and subject to change. We may not be able to scale our business quickly enough to meet our users Neither all of the information that may be required to make a full analysis of Dave or the Proposed Business Combination. financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties, including many that are outside of VPCCs or Daves control, that could The risks described below are not the only ones we face. It caters to users who are entering the financial system and may have multiple jobs; its job-finding marketplace Side Hustle is part of its approach to reach this market. Investors should be aware that they might be required to bear the final risk of 6 3 Maximum proceeds to select existing employee shareholders and common equity holders assuming total transaction proceeds in excess of $300mm. make no representation or warranty, express or implied, as to its accuracy or completeness. Additionally, all information in Daves financial statements for the years ended 27 December 31, 2018 and 2019 are audited, but not to PCAOB standards. PROPOSED BUSINESS COMBINATION VPCCs directors and officers have potential conflicts of interest in recommending that VPCCs stockholders vote in favor of the adoption of the merger agreement relating to the Proposed Business Proposed Business Combination. cause actual results to differ materially from those contained in the projected financial information. the use of our platform and other products and services could decline. any exemption under the Securities Act. up to $25,000,000 of Dave OD Fundings obligations under the Credit Facility, and currently that limited guaranty is secured by a first-priority lien against substantially all of Dave, Inc.s assets. All subsequent written and oral forward-looking statements concerning VPCC or Dave, the transactions described herein or other matters and attributable to VPCC, Dave or any person acting on their behalf are The cost of responding to investigations can be substantial and an adverse resolution to an investigation, including a settlement or consent order, may have a material adverse effect on our business, financial position, and results of operations us We may not be able to scale our business quickly enough to meet our users growing needs, and if we are not able to grow efficiently, our operating results could be those contained in the forward-looking statements.