Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
Dave Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Type | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||||||||||||||||||
Fees to be Paid | Equity | Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) | 416 | (a) | 331,404,740 | (1)(2) | $ | 9.38 | (3) | $ | 3,131,238,711 | 0.0000927 | $ | 290,266 | — | — | — | — | ||||||||||||||||||||||||||
Warrants | Warrants to purchase Class A Common Stock | 457 | (g) | 5,100,214 | (4) | — | (5) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Total Offering Amounts |
| $ | 3,131,238,711 | $ | 290,266 | |||||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid |
| — | ||||||||||||||||||||||||||||||||||||||||||
Total Fees Offsets |
| — | ||||||||||||||||||||||||||||||||||||||||||
Net Fee Due |
| $ | 290,266 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional shares of Class A Common Stock as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Consists of (a) 319,960,376 shares of Class A Common Stock of the registrant (the “Class A Shares”) registered for sale by the Selling Securityholders (as defined in the Registration Statement), including (i) 48,450,639 Class A Shares reserved for issuance upon the conversion of Class V Common Stock and (ii) 168,135 shares of Dave Class A Common Stock underlying Legacy Dave Options (as defined in the Registration Statement) held by certain former employees of Legacy Dave, and (b)(i) 5,100,214 shares of Class A Common Stock issuable upon the exercise of 5,100,214 warrants (the “Private Warrants”) originally issued by VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (“VPCC”), issued in a private placement transaction in connection with the initial public offering (“IPO”) of VPCC, and converted into warrants to purchase Class A Shares at the closing of the Business Combination (as defined in the Registration Statement) at an exercise price of $11.50 per Class A Share, and (ii) 6,344,150 Class A Shares that are issuable upon the exercise of 6,344,150 warrants (the “Public Warrants” and, together with the Private Warrants, the “Dave Warrants”) originally issued to public shareholders of VPCC in its IPO, and converted into warrants to purchase Class A Shares at the closing of the Business Combination (as defined in the Registration Statement) at an exercise price of $11.50 per Class A Share. |
(3) | With respect to shares of Class A Common Stock described in clause (a) of footnote 2 above, estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act based on the average of the high and low prices of the Class A Shares as reported on The Nasdaq Stock Market LLC on January 27, 2022 of $9.38 (which was within 5 business days of the date that the S-1 was first filed). With respect to shares of Class A Common Stock described in clause (b) of footnote 2 above, estimated solely for the purpose of the calculation of the registration fee pursuant to Rule 457(g), based on the exercise price of the Warrants of $11.50 per share. |
(4) | Represents the resale of 5,100,214 Private Warrants. |
(5) | In accordance with Rule 457(i), the entire registration fee for the Private Warrants is allocated to the shares of Class A Common Stock underlying the Private Warrants, and no separate fee is payable for the Private Warrants. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||||||||||||||||||||||||
Rules 457(b) and 0-11(a)(2) |
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Fee Offset Claims | ||||||||||||||||||||||||||||||||||||||||||||
Fee Offset Sources | ||||||||||||||||||||||||||||||||||||||||||||
Rules 457(p) |
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Fee Offset Claims | ||||||||||||||||||||||||||||||||||||||||||||
Fee Offset Sources |
Table 3: Combined Prospectuses
Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | ||||||