Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | false |
Entity Registrant Name | Dave Inc./DE |
Entity Central Index Key | 0001841408 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 79,785 | |
Cash and cash equivalents | 32,009,000 | $ 4,789,000 |
Marketable securities | 8,226,000 | 17,666,000 |
Member advances, net of allowance for unrecoverable advances of $11,995 and $12,580 as of December 31, 2021 and 2020, respectively | 49,013,000 | 38,744,000 |
Prepaid income taxes | 1,381,000 | 4,008,000 |
Restricted cash, current | 0 | 83,000 |
Deferred issuance costs | 5,131,000 | 0 |
Prepaid expenses and other current assets | 4,443,000 | 4,062,000 |
Total Current Assets | 100,203,000 | 69,352,000 |
Property and equipment, net | 685,000 | 516,000 |
Lease right-of-use assets (related-party of $970 and $1,184 as of December 31, 2021 and 2020, respectively) | 2,702,000 | 1,378,000 |
Intangible assets, net | 7,849,000 | 4,505,000 |
Derivative asset on loans to stockholders | 35,253,000 | 457,000 |
Debt facility commitment fee, long-term | 131,000 | 0 |
Restricted cash, net of current portion | 363,000 | 197,000 |
TOTAL ASSETS | 147,186,000 | 76,405,000 |
Current Liabilities | ||
Accounts payable | 13,044,000 | 8,492,000 |
Accrued expenses | 13,045,000 | 5,324,000 |
Line of credit | 0 | 3,910,000 |
Lease liabilities, short-term (related-party of $243 and $205 as of December 31, 2021 and 2020, respectively) | 1,920,000 | 400,000 |
Legal settlement accrual | 3,701,000 | 3,201,000 |
Note payable | 15,051,000 | 0 |
Credit facility | 20,000,000 | 0 |
Convertible debt, current | 695,000 | 0 |
Interest payable, convertible notes, current | 25,000 | |
Other current liabilities | 1,153,000 | 2,853,000 |
Total Current Liabilities | 68,634,000 | 24,180,000 |
Lease liabilities, long-term (related-party of $822 and $1,065 as of December 31, 2021 and 2020, respectively) | 970,000 | 1,088,000 |
Debt facility, long-term | 35,000,000 | 0 |
Warrant liabilities | 3,726,000 | 0 |
Convertible debt, long-term | 0 | 695,000 |
Interest payable, convertible notes | 0 | 13,000 |
Other non-current liabilities | 119,000 | 585,000 |
TOTAL LIABILITIES | 108,449,000 | 26,561,000 |
Commitments | ||
Convertible preferred stock, par value per share | 72,173,000 | 72,173,000 |
Stockholders' Deficit | ||
Common Stock | 100 | 100 |
Treasury stock | (5,000) | (154,000) |
Additional paid in capital | 14,658,000 | 5,493,000 |
Loans to stockholders | (15,192,000) | (14,764,000) |
Accumulated deficit | (32,897,000) | (12,904,000) |
Total Stockholders' Deficit | (33,436,000) | (22,329,000) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | 147,186,000 | 76,405,000 |
Revision of Prior Period, Adjustment [Member] | ||
Current Assets | ||
Cash | 79,785 | |
Prepaid expenses | 749,808 | |
Total Current Assets | 829,593 | |
Cash held in Trust Account | 253,788,923 | |
TOTAL ASSETS | 254,618,516 | |
Current Liabilities | ||
Accrued expenses | 5,035,963 | |
Total Current Liabilities | 5,035,963 | |
Warrant liabilities | 16,306,393 | |
Deferred underwriting fee payable | 8,881,809 | |
TOTAL LIABILITIES | 30,224,165 | |
Commitments | ||
Class A common stock subject to possible redemption 25,376,598 shares at redemption value of $10.00 per share | 253,765,980 | |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Accumulated deficit | (29,372,263) | |
Total Stockholders' Deficit | (29,371,629) | |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | 254,618,516 | |
Class A [Member] | ||
Current Liabilities | ||
Class A common stock subject to possible redemption 25,376,598 shares at redemption value of $10.00 per share | 253,765,980 | |
Class A [Member] | Revision of Prior Period, Adjustment [Member] | ||
Stockholders' Deficit | ||
Common Stock | 0 | |
Class B [Member] | Revision of Prior Period, Adjustment [Member] | ||
Stockholders' Deficit | ||
Common Stock | 634 | |
Series A Convertible Preferred Stock [Member] | ||
Current Liabilities | ||
Convertible preferred stock, par value per share | 9,881,000 | 9,881,000 |
Series B One Convertible Preferred Stock [Member] | ||
Current Liabilities | ||
Convertible preferred stock, par value per share | 49,675,000 | 49,675,000 |
Series B Two Convertible Preferred Stock [Member] | ||
Current Liabilities | ||
Convertible preferred stock, par value per share | $ 12,617,000 | $ 12,617,000 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par Value | $ 0.0001 | |
Preferred Stock, Shares Authorized | 1,000,000 | |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 | |
Common Stock, Par Value | $ 0.000001 | $ 0.000001 |
Common Stock, Shares Authorized | 290,000,000 | 290,000,000 |
Common Stock, Shares, Issued | 105,964,928 | 103,062,319 |
Common Stock, Shares, Outstanding | 104,022,678 | 100,223,194 |
Member advances,Allowance for unrecoverable advances | $ 11,995 | $ 12,580 |
Related party lease right of use assets | 970 | 1,184 |
Related Party Short term lease liabilities | 243 | 205 |
Related Party long term lease liabilities | $ 822 | $ 1,065 |
Class A [Member] | ||
Temporary Equity, Par Value | $ 10 | |
Temporary Equity, Shares Issued | 25,376,598 | |
Temporary Equity, Shares Outstanding | 25,376,598 | |
Common Stock, Par Value | $ 0.0001 | |
Common Stock, Shares Authorized | 200,000,000 | |
Common Stock, Shares, Issued | 0 | |
Common Stock Subject To Possible Redemption | 25,376,598 | |
Class B [Member] | ||
Common Stock, Par Value | $ 0.0001 | |
Common Stock, Shares Authorized | 20,000,000 | |
Common Stock, Shares, Issued | 6,344,150 | |
Common Stock, Shares, Outstanding | 6,344,150 | |
Series A Convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 133,216,940 | 133,216,940 |
Temporary Equity, Par Value | $ 0.000001 | $ 0.000001 |
Temporary Equity, Shares Issued | 133,216,940 | 133,216,940 |
Temporary Equity, Shares Outstanding | 133,216,940 | 133,216,940 |
Temporary Equity, Liquidation Preference | $ 130,686 | $ 130,686 |
Series B One Convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 13,326,050 | 13,326,050 |
Temporary Equity, Par Value | $ 0.000001 | |
Temporary Equity, Shares Issued | 13,326,050 | 13,326,050 |
Temporary Equity, Shares Outstanding | 13,326,050 | 13,326,050 |
Temporary Equity, Liquidation Preference | $ 50,000 | $ 50,000 |
Series B Two Convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 3,991,610 | 3,991,610 |
Temporary Equity, Par Value | $ 0.000001 | |
Temporary Equity, Shares Issued | 3,991,610 | 3,991,610 |
Temporary Equity, Shares Outstanding | 3,991,610 | 3,991,610 |
Temporary Equity, Liquidation Preference | $ 11,981 | $ 11,981 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Formation and operational costs | $ 6,376,928 | |||
Loss from operations | (6,376,928) | |||
Operating revenues: | ||||
Revenues | $ 153,013,000 | $ 121,796,000 | ||
Operating expenses: | ||||
Provision for unrecoverable advances | 32,174,000 | 25,539,000 | ||
Processing and servicing fees | 23,459,000 | 21,646,000 | ||
Advertising and marketing | 51,454,000 | 38,019,000 | ||
Compensation and benefits | 49,544,000 | 22,210,000 | ||
Other operating expenses | 43,260,000 | 15,763,000 | ||
Total operating expenses | 199,891,000 | 123,177,000 | ||
Other income (expense): | ||||
Transaction costs allocated to warrant liabilities | (600,571) | |||
Interest income | (287,000) | (409,000) | ||
Fair value of Private Placement Warrant liability in excess of proceeds received | (1,377,059) | |||
Interest earned on Trust Account | 22,943 | |||
Interest expense | 2,545,000 | 17,000 | ||
Legal settlement and litigation expenses | 1,667,000 | 4,467,000 | ||
Other strategic financing and transactional expenses | 264,000 | 1,356,000 | ||
Changes in fair value of derivative asset on loans to stockholders | (34,791,000) | 0 | ||
Changes in fair value of warrant liability | 3,620,000 | 3,061,951 | 0 | |
Total other income, net | (26,982,000) | 1,107,264 | 5,431,000 | |
Net loss before provision for income taxes | (19,896,000) | (6,812,000) | ||
Provison for income taxes | 97,000 | 0 | 145,000 | |
Net loss | $ (19,993,000) | (5,269,664) | $ (6,957,000) | |
Net loss per share: | ||||
Basic | $ (0.20) | $ (0.08) | ||
Diluted | $ (0.20) | $ (0.08) | ||
Weighted-average shares used to compute net loss per share | ||||
Basic | 100,839,231 | 90,986,048 | ||
Diluted | 100,839,231 | 90,986,048 | ||
Service Based Revenue [Member] | ||||
Operating revenues: | ||||
Revenues | $ 142,182,000 | $ 120,595,000 | ||
Transaction Based Revenue [Member] | ||||
Operating revenues: | ||||
Revenues | $ 10,831,000 | $ 1,201,000 | ||
Class A [Member] | ||||
Other income (expense): | ||||
Net loss | $ (4,095,639) | |||
Weighted average shares outstanding | 21,782,802 | |||
Basic and diluted net income (loss) per share | $ (0.19) | |||
Class B [Member] | ||||
Other income (expense): | ||||
Net loss | $ (1,174,025) | |||
Weighted average shares outstanding | [1] | 6,244,094 | ||
Basic and diluted net income (loss) per share | $ (0.19) | |||
[1] | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at December 31, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - shares | Mar. 09, 2021 | Dec. 31, 2021 | Jan. 22, 2021 | Dec. 31, 2020 |
Common Stock, Shares, Outstanding | 104,022,678 | 100,223,194 | ||
Common Class B [Member] | ||||
Common Stock, Shares, Outstanding | 6,344,150 | |||
Common Class B [Member] | Founder Shares [Member] | ||||
Forfeiture of Founder Shares, Shares | 124,600 | 124,600 | ||
Common stock shares not subject to forfeiture | 719,150 | |||
Common Stock, Shares, Outstanding | 6,344,150 | 6,408,750 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Total | Previously Reported [Member] | Class B [Member] | Series A Convertible Preferred Stock [Member] | Series B One Convertible Preferred Stock [Member] | Series B Two Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Class B [Member] | Common Stock [Member]Class B [Member]Previously Reported [Member] | Additional Paid in Capital | Additional Paid in CapitalPreviously Reported [Member] | Loans To Stockholders [Member] | Treasury Stock [Member] | Accumulated Deficit | Accumulated DeficitPreviously Reported [Member] |
Beginning balance at Dec. 31, 2019 | $ (16,881,000) | $ 100 | $ 3,712,000 | $ (14,492,000) | $ (154,000) | $ (5,947,000) | |||||||||
Beginning balance, Shares at Dec. 31, 2019 | 99,449,310 | ||||||||||||||
Beginning balance, Convertible preferred stock at Dec. 31, 2019 | $ 9,881,000 | $ 49,675,000 | $ 12,617,000 | ||||||||||||
Beginning balance, Shares, Convertible preferred stock at Dec. 31, 2019 | 133,216,940 | 13,326,050 | 3,991,610 | ||||||||||||
Issuance of common stock for stock option early exercises, Value | $ 256,000 | 256,000 | |||||||||||||
Issuance of common stock for stock option early exercises, Shares | 1,253,045 | ||||||||||||||
Issuance of common stock for stock option exercises, Shares | 1,441,795 | 403,131 | |||||||||||||
Cancellation of common stock issued for stock option early exercise, Shares | (229,167) | ||||||||||||||
Cancellation of restricted stock | (653,125) | ||||||||||||||
Stockholder loans interest | $ (272,000) | (272,000) | |||||||||||||
Stock-based compensation | 1,525,000 | 1,525,000 | |||||||||||||
Net loss | (6,957,000) | (6,957,000) | |||||||||||||
Ending balance at Dec. 31, 2020 | (22,329,000) | $ 100 | 5,493,000 | (14,764,000) | (154,000) | (12,904,000) | |||||||||
Ending balance, Shares at Dec. 31, 2020 | 100,223,194 | ||||||||||||||
Ending balance, Convertible preferred stock at Dec. 31, 2020 | $ 72,173,000 | $ 9,881,000 | $ 49,675,000 | $ 12,617,000 | |||||||||||
Ending balance, Shares, Convertible preferred stock at Dec. 31, 2020 | 133,216,940 | 13,326,050 | 3,991,610 | ||||||||||||
Issuance of common stock for stock option exercises, Shares | 3,835,468 | 3,755,254 | |||||||||||||
Issuance of common stock for stock option exercises, Value | $ 1,709,000 | 1,709,000 | |||||||||||||
Vesting of stock option early exercises | 75,000 | 75,000 | |||||||||||||
Stockholder loans interest and amendment, Shares | 44,230 | ||||||||||||||
Stockholder loans interest and amendment | (279,000) | (428,000) | 149,000 | ||||||||||||
Stock-based compensation | 7,381,000 | 7,381,000 | |||||||||||||
Net loss | (19,993,000) | (19,993,000) | |||||||||||||
Ending balance at Dec. 31, 2021 | (33,436,000) | $ (29,371,629) | $ 100 | $ 634 | 14,658,000 | $ 0 | (15,192,000) | (5,000) | (32,897,000) | $ (29,372,263) | |||||
Ending balance, Shares at Dec. 31, 2021 | 104,022,678 | 6,344,150 | |||||||||||||
Ending balance, Convertible preferred stock at Dec. 31, 2021 | 72,173,000 | $ 9,881,000 | $ 49,675,000 | $ 12,617,000 | |||||||||||
Ending balance, Shares, Convertible preferred stock at Dec. 31, 2021 | 133,216,940 | 13,326,050 | 3,991,610 | ||||||||||||
Beginning balance at Jan. 13, 2021 | 0 | $ 0 | 0 | 0 | |||||||||||
Beginning balance, Shares at Jan. 13, 2021 | 0 | ||||||||||||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 647 | 24,353 | 0 | |||||||||||
Issuance of Class B common stock to Sponsor, Shares | 6,468,750 | ||||||||||||||
Accretion for Class A common shares to redemption amount | (24,126,952) | (24,366) | (24,102,599) | ||||||||||||
Forfeiture of Founder Shares | 0 | $ (13) | 13 | 0 | |||||||||||
Forfeiture of Founder Shares, Shares | (124,600) | ||||||||||||||
Net loss | (5,269,664) | $ (1,174,025) | $ 0 | 0 | (5,269,664) | ||||||||||
Ending balance at Dec. 31, 2021 | (33,436,000) | $ (29,371,629) | $ 100 | $ 634 | $ 14,658,000 | $ 0 | $ (15,192,000) | $ (5,000) | $ (32,897,000) | $ (29,372,263) | |||||
Ending balance, Shares at Dec. 31, 2021 | 104,022,678 | 6,344,150 | |||||||||||||
Ending balance, Convertible preferred stock at Dec. 31, 2021 | $ 72,173,000 | $ 9,881,000 | $ 49,675,000 | $ 12,617,000 | |||||||||||
Ending balance, Shares, Convertible preferred stock at Dec. 31, 2021 | 133,216,940 | 13,326,050 | 3,991,610 |
Consolidated Statement Of Cha_2
Consolidated Statement Of Changes In Stockholders' Deficit (Parenthetical) - shares | Mar. 09, 2021 | Dec. 31, 2021 | Jan. 22, 2021 | Dec. 31, 2020 |
Common Stock, Shares, Outstanding | 104,022,678 | 100,223,194 | ||
Common Class B [Member] | ||||
Common Stock, Shares, Outstanding | 6,344,150 | |||
Common Class B [Member] | Founder Shares [Member] | ||||
Forfeiture of Founder Shares, Shares | 124,600 | 124,600 | ||
Common stock shares not subject to forfeiture | 719,150 | |||
Common Stock, Shares, Outstanding | 6,344,150 | 6,408,750 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (19,993,000) | $ (5,269,664) | $ (6,957,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Interest earned on investments held in Trust Account | (22,943) | ||
Changes in fair value of warrant liabilities | (3,620,000) | (3,061,951) | 0 |
Transaction costs allocated to warrant liabilities | 600,571 | ||
Fair value of Private Placement Warrant liability in excess of proceeds received | 1,377,059 | ||
Depreciation and amortization | 3,055,000 | 1,718,000 | |
Provision for unrecoverable advances | 32,174,000 | 25,539,000 | |
Changes in fair value of derivative assets | (34,791,000) | 0 | |
Changes in fair value of warrant liability | 3,620,000 | 0 | |
Disposal of property and equipment | 14,000 | 0 | |
Stock-based compensation | 7,381,000 | 1,525,000 | |
Non-cash interest | (233,000) | (272,000) | |
Non-cash lease expense | 78,000 | 12,000 | |
Changes in fair value of marketable securities | 1,000 | (3,000) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (749,808) | ||
Member advances | (42,443,000) | (35,240,000) | |
Prepaid income taxes | 2,627,000 | (4,008,000) | |
Prepaid expenses and other current assets | (311,000) | (2,600,000) | |
Accounts payable | 2,568,000 | 1,983,000 | |
Accrued expenses | 7,128,000 | 5,035,963 | 3,433,000 |
Income taxes payable | 0 | (508,000) | |
Legal settlement accrual | 500,000 | 3,201,000 | |
Other current liabilities | (1,625,000) | 2,472,000 | |
Other non-current liabilities | (466,000) | 547,000 | |
Interest payable, convertible notes | 12,000 | 12,000 | |
Net cash used in operating activities | (40,704,000) | (2,090,773) | (9,146,000) |
Cash Flows from Investing Activities: | |||
Investment of cash into Trust Account | (253,765,980) | ||
Payments for internally developed software costs | (6,107,000) | (3,989,000) | |
Purchase of property and equipment | (371,000) | (231,000) | |
Purchase of marketable securities | (5,000) | (138,000) | |
Sale of marketable securities | 9,444,000 | 7,780,000 | |
Net cash used in investing activities | 2,961,000 | (253,765,980) | 3,422,000 |
Cash Flows from Financing Activities: | |||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 248,690,660 | 75,000 |
Proceeds from sale of Private Placements Warrants | 7,650,320 | ||
Repayment of promissory note - related party | (88,142) | ||
Payment of offering costs | (2,753,000) | (316,300) | 0 |
Borrowings on line of credit | 0 | 3,910,000 | |
Repayment on line of credit | (3,910,000) | 0 | |
Proceeds from issuance of common stock for stock option exercises | 1,709,000 | 256,000 | |
Proceeds from borrowings on note payable | 15,000,000 | 0 | |
Proceeds from borrowings on debt and credit facilities | 55,000,000 | 0 | |
Net cash provided by financing activities | 65,046,000 | 255,936,538 | 4,241,000 |
Net Change in Cash | 79,785 | ||
Cash - Beginning of period | 0 | ||
Cash - End of period | 79,785 | 79,785 | |
Net increase (decrease) in cash and cash equivalents and restricted cash | 27,303,000 | (1,483,000) | |
Cash and cash equivalents and restricted cash, beginning of the year | 5,069,000 | 6,552,000 | |
Cash and cash equivalents and restricted cash, end of the year | 32,372,000 | 32,372,000 | 5,069,000 |
Non-cash Investing and Financing Activities: | |||
Offering costs paid by Sponsor in exchange for issuance of founder shares | 25,000 | ||
Offering costs paid through promissory note | 88,142 | ||
Deferred underwriting fee payable | 8,881,809 | ||
Forfeiture of Founder Shares | (13) | ||
Supplemental disclosure of non-cash investing and financing activities | |||
Operating lease right of use assets recognized | 2,514,000 | 0 | |
Operating lease liabilities recognized | 2,514,000 | 0 | |
Property and equipment purchases in accounts payable | 25,000 | 7,000 | |
Receivable from early exercise of stock options | 0 | 368,000 | |
Vesting of common stock exercised early | 75,000 | 0 | |
Amendment to loan to stockholder | 145,000 | 0 | |
Supplemental disclosure of cash (received) paid for: | |||
Income taxes | (2,484,000) | 2,798,000 | |
Interest | 1,992,000 | 0 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |||
Cash and cash equivalents | 32,009,000 | 32,009,000 | 4,789,000 |
Restricted cash | 363,000 | 363,000 | 280,000 |
Total cash, cash equivalents, and restricted cash, end of period | $ 32,372,000 | $ 32,372,000 | $ 5,069,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS VPC Impact Acquisition Holdings III, Inc. (now known as Dave Inc.) (the “Company”) was The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On January 5, 2022 (the “Closing Date”), the Company consummated the previously announced transaction (pursuant to that certain Agreement and Plan of Merger, dated June 7, 2021 (the “Business Combination Agreement”), by and among Dave Inc. (prior to the Mergers (as defined below), hereinafter referred to as “Legacy Dave”), VPC Impact Acquisition Holdings III, Inc. (“VPCC”), Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned subsidiary of VPCC (“First Merger Sub”), and Bear Merger Company II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of VPCC (“Second Merger Sub” and together with the First Merger Sub, the “Merger Subs”). On January 5, 2022, pursuant to the Business Combination Agreement, First Merger Sub merged with and into Legacy Dave (the “First Merger”), with Legacy Dave surviving the First Merger as a wholly owned subsidiary of VPCC (such company, in its capacity as the surviving corporation of the First Merger, the “Surviving Corporation”), immediately followed by the Surviving Corporation merging with and into Second Merger Sub (the “Second Merger,” the Second Merger together with the First Merger, the “Mergers” and the Mergers together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination” or the “Transactions”), with Second Merger Sub (such entity, following the Second Merger, the “Surviving Entity”) surviving the Second Merger as a wholly owned subsidiary of VPCC (VPCC following such Mergers, hereinafter referred to as the “Company” or “Dave”). Following the Mergers, “VPC Impact Acquisition Holdings III, Inc.” was renamed “Dave Inc.” and the Surviving Entity was renamed “Dave Operating LLC”. On January 5, 2022, the holders of (a) Legacy Dave Capital Stock and (b) Legacy Dave’s options to purchase Legacy Dave Capital Stock pursuant to the Legacy Dave Stock Plan (the “Legacy Dave Options”), received aggregate merger consideration with an implied value of $3,500,000,000 (the “Equity Value”), consisting of a number of shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) and shares of Class V common stock of the Company, par value $0.0001 per share (the “Class V Common Stock”, and together with the Class A Common Stock, the “Common Stock”), with each deemed to have a value of $10.00 per share, equal to the Equity Value divided by $10.00 (such aggregate merger consideration, the “Aggregate Stock Consideration”). PIPE Investment Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors agreed to purchase an aggregate of 21,000,000 shares of Class A Common Stock in a private placement for $10.00 per share (the “PIPE Investment”). On August 17, 2021, one of the PIPE Investors entered into an amendment to the Subscription Agreement to allow such PIPE Investor to pre-fund the The Business Combination Agreement and the Business Combination was approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on January 4, 2022 (the “Special Meeting”). Prior to the Special Meeting, holders of 22,417,767 shares of the VPCC Class A Common Stock exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate of approximately $224,195,436. The per share redemption price of $10.00 for public stockholders electing redemption was paid out of the Company’s Trust Account, which after taking into account the Share Redemption, had a balance immediately prior to the Closing of approximately $29,590,655. Immediately after giving effect to the Business Combination (including as a result of the redemptions described above, the conversion of 5,392,528 outstanding Founder Shares into shares of Class A Common Stock on a one-for-one Business Prior to the Business Combination Prior to the Business Combination, the Company had two wholly owned subsidiaries which were formed on May 27, 2021, First Merger Sub and Second Merger Sub. All activity through December 31, 2021 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and consummating the acquisition of Dave Inc. The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,376,598 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,100,214 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”), generating gross proceeds of $7,650,321, which is described in Note 4. Transaction costs amounted to $14,386,571, consisting of $5,075,320 of underwriting fees, $8,881,809 of deferred underwriting fees and $429,442 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $253,765,980 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Liquidity and Capital Resources As of December 31, 2021, the Company had $79,785 in its operating bank accounts and a working capital of deficit $4,206,370. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares and the loan of up to $300,000 from the Sponsor pursuant to the Promissory Note (see Note 5). The outstanding balance under the Promissory Note of $88,142 was repaid at the closing of the Initial Public Offering on March 9, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the private placement held outside of the Trust Account. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination, which was the Business Combination with Legacy Dave. The Company completed its Business Combination on January 5, 2022, which was the Business Combination with Legacy Dave, and has raised sufficient capital for its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 Significant Accounting Policies Use of Estimates The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported revenues and expenses incurred during the reporting periods. The Company’s estimates are based on its historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company’s critical accounting estimates and assumptions are evaluated on an ongoing basis including those related to the: (i) allowance for unrecoverable advances; (ii) realization of tax assets and estimates of tax liabilities; (iii) valuation of equity securities; (iv) fair value of derivatives; and (v) valuation of note payable and warrant liabilities. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition Service Based Revenue, Net: Service based revenue, net primarily consists of tips, express processing fees, and subscriptions charged to Members, net of processor costs associated with advance disbursements. Member advances are treated as financial receivables under ASC 310 Receivables (“ASC 310”). The Company encourages but does not contractually require its Members who receive a cash advance to leave a discretionary tip. The Company treats tips as an adjustment of yield to the advances and are recognized over the average term of advances. Express processing fees apply when a Member requests an expedited cash advance. At the Member’s election, the Company expedites the funding of advance funds within eight hours, as opposed to the customary three business days, of the advance request. Express processing fees are nonrefundable loan origination fees and are recognized as revenues over the expected contractual term of the advance. Costs incurred by the Company to fund cash advances are treated as direct loan origination costs. These direct loan origination costs are netted against advance-related income over the expected contractual term of the advance. Direct origination costs recognized as a reduction of advance-related income during the years ended December 31, 2021 and 2020, was $3.8 million and $3.6 million, respectively. The Company accounts for subscriptions in accordance with ASC 606, Revenue from Contracts with Customers ASC 606 that significantly affects the determination of the amount and timing of revenue from contracts with the Company’s Members. Sources of revenue from contracts with Members that are in the scope of ASC 606 include subscription fees, lead generation fees and reward program fees. Subscription fees of $1 are received on a monthly basis from Members who subscribe to the Company’s application. The Company continually fulfills its obligation to each Member over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The Company recognizes revenue ratably as the Member receives and consumes the benefits of the platform throughout the contract period. Price concessions granted to Members who have insufficient funds when subscription fees are due are forms of variable consideration under the Company’s contracts with Members. For price concessions, the Company has elected, as an accounting policy, to account for price concessions for the month at the end of the reporting month based on the actual amount of concessions granted as the impact. Service based revenue also consists of lead generation fees from the Company’s Side Hustle advertising partners. The Company is entitled to receive these lead generation fees when Members of the application sign up for jobs with the Company’s various partners. Lead generation contracts contain a single performance obligation. Lead generation revenue is recognized at a point in time upon satisfaction and completion of the single performance obligation. The Company also receives cash monthly as part of a rewards program for those Dave debit card Members who choose to spend funds with selected vendors. The cash received by the Company is recorded as unearned revenue and recognized as revenue as the subscription credits are earned by the Members. Transaction Based Revenue, Net: Transaction based revenue, net primarily consists of interchange and ATM revenues from Dave’s Checking Product, net of ATM-related ATM-related Processing and Servicing Fees Processor fees consist of fees paid to the Company’s processors for the recovery of advances, tips, processing fees, and subscriptions. These expenses also include fees paid for services to connect Member’s bank accounts to the Company’s application. Except for processing and service fees associated with advance disbursements, which are recorded net against revenue, all other processing and service fees are expensed as incurred. Cash and Cash Equivalents The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. Restricted Cash Restricted cash primarily represents cash held at financial institutions that is pledged as collateral for specific accounts that may become overdrawn. Marketable Securities Marketable securities consist of a money market mutual fund. The fair value of marketable securities is determined by quoted prices in active markets and changes in fair value are recorded in other (income) expense in the consolidated statements of operations. Member Advances Member advances include non-recourse Advances to Members are not interest-bearing. The Company recognizes these advances at the advanced amount and does not use discounting techniques to determine present value of advances due to their short-term average maturity. The consequent discount impact under the imputed interest rate method does not result in a significant impact to the consolidated financial statements. The Company does not provide modifications to advances. Allowance for Unrecoverable Advances The Company maintains an allowance for unrecoverable advances at a level estimated to be adequate to absorb credit losses inherent in the outstanding Member advances. Management currently estimates the allowance balance required using historical loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors. Interpretations of the nature and volume of the portfolio and projections of future economic conditions involve a high degree of subjectivity. Changes to the allowance have a direct impact on the provision for unrecoverable advances in the consolidated statements of operations. The Company considers advances over 120 days past due or which become uncollectible based on information available to the Company as impaired. All impaired advances are deemed uncollectible and subsequently written-off written-off, Internally Developed Software Internally developed software is capitalized when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs consist of salaries and other compensation costs for employees incurred for time spent on upgrades and enhancements to add functionality to the software and fees paid to third-party consultants who are directly involved in development efforts. These capitalized costs are included on the consolidated balance sheets as intangible assets, net. Other costs are expensed as incurred and included within other operating expenses in the consolidated statements of operations. Capitalized costs for the years ended December 31, 2021 and 2020, were approximately $6.1 million and $4.0 million, respectively. Amortization of internally developed software commences when the software is ready for its intended use (i.e., after all substantial testing is complete). Internally developed software is amortized over its estimated useful life of 3 years. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are recorded at cost and depreciated over the estimated useful lives ranging from 3 to 7 years using the straight-line method. Maintenance and repair costs are charged to operations as incurred and included within other operating expenses in the consolidated statements of operations. Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets, primarily property and equipment and amortizable intangible assets, whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. If the sum of the expected undiscounted future cash flows from an asset is less than the carrying amount of the asset, the Company estimates the fair value of the assets. The Company measures the loss as the amount by which the carrying amount exceeds its fair value calculated using the present value of estimated net future cash flows. Fair Value of Financial Instruments ASC 820, Fair Value Measurement • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 8,226 $ — $ — $ 8,226 Derivative asset on loans to stockholders — — 35,253 35,253 Total assets $ 8,226 $ — $ 35,253 $ 43,479 Liabilities Warrant liability $ — $ — $ 3,726 $ 3,726 Note payable — — 15,051 15,051 Total liabilities $ — $ — $ 18,777 $ 18,777 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 17,666 $ — $ — $ 17,666 Derivative asset on loans to stockholders — — 457 457 Total assets $ 17,666 $ — $ 457 $ 18,123 The Company had no assets and liabilities measured at fair value on a non-recurring The Company also has financial instruments not measured at fair value. The Company has evaluated cash and cash equivalents, Member advances, restricted cash, accounts payable, and accrued expenses, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The fair value of the credit facility, debt facility, convertible debt, and line of credit approximate their carrying values. Marketable Securities: The Company evaluated the quoted market prices in active markets for its marketable securities and has classified its securities as Level 1. The Company’s investments in marketable securities are exposed to price fluctuations. The fair value measurements for the securities are based upon the quoted prices of similar items in active markets multiplied by the number of securities owned. Derivatives: Derivative Asset Related to Loans to Stockholders In relation to certain loans to stockholders, the Company purchased call options which grant the Company the right to acquire a fixed number of the Company’s common stock, par value $0.000001 per share (“Common Stock”), held by such stockholders over the exercise period (four years). However, the exercise price per share is not fixed. The approximate $3.273 exercise price per share increases by a nominal amount of approximately $0.005 for each month that lapses from the call option issuance date. As of December 31, 2021, the exercise price per share was approximately $3.424. The Company understands that this variability in the exercise price of the call option is tied to the passage of time, which is not an input to the fair value of the Company’s shares per ASC 815. Therefore, the Company does not believe the call option meets the scope exception under ASC 815. As the scope exception is not met, the call option is accounted for as a derivative instrument. Accordingly, the call option is measured at fair value and presented as a derivative asset on loans to stockholders on the Company’s consolidated balance sheets. Interest earned on the non-recourse Subsequent Events A roll-forward of the Level 3 derivative asset on loans to stockholders is as follows (in thousands): Opening value at January 1, 2020 $ 457 Change in fair value during the year — Ending value at December 31, 2020 457 Amendment to loan to stockholder 5 Change in fair value during the year 34,791 Ending value at December 31, 2021 $ 35,253 For the year ended December 31, 2021, the Company used a probability-weighted expected return method (“PWERM”) to weight the indicated call options value determined under the binomial option pricing model to determine the fair value of the call options. The increase in the fair value of the derivative asset on loans to stockholders for the year ended December 31, 2021, was primarily due to the increase in the fair value of Common Stock due to the Company’s progress towards completing the SPAC merger. The following table presents the assumptions used to value the call options for the year ended December 31, 2021: Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years For the year ended December 31, 2020, the Company used a binomial option pricing model to determine the fair value of the call option. The following table presents the assumptions used to value the call options for the year ended December 31 2020: Expected volatility 61.5 % Risk-free interest rate 0.2 % Remaining term 3.0 Years Warrant Liability Related to Debt Facility: As discussed further in Note 11 Debt and Credit Facility A roll-forward of the Level 3 warrant liability is as follows (in thousands): Opening value at January 1, 2021 $ — Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 $ 3,726 The Company used a PWERM to weight the indicated warrant liability value determined under the binomial option pricing model to determine the fair value of the warrant liability. The following table presents the assumptions used to value the warrant liability for the period year ended December 31, 2021: Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years Note Payable: As discussed in Note 10 Note Payable 825-10. 815-15-25-1 A roll-forward of the Level 3 promissory note is as follows (in thousands): Opening value at January 1, 2021 $ — Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 $ 3,726 Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years Opening value at January 1, 2021 $ — Fair value at issuance 14,608 Change in fair value during the year 443 Ending value at December 31, 2021 $ 15,051 The Company used a market yield approach to determine the fair value of the promissory note. The market yield assumption used to estimate the fair value of the promissory note as of December 31, 2021, was 3.60%. There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of December 31, 2021 and 2020. Fair Value of Common Stock The Company is required to estimate the fair value of the Common Stock underlying the Company’s stock-based awards. The fair value of the Common Stock underlying the Company’s stock-based awards has been determined, in each case, based on a valuation model as discussed further below, and was approved by the Company’s Board of Directors. The Company’s Board of Directors intends all stock options granted to be exercisable at a price per share not less than the fair value per share of the ordinary share underlying those stock options on the date of grant. In the absence of a public market for the Common Stock, the valuation of the Common Stock has been determined using a market approach, income approach, and subject company transaction method. The allocation of equity value was determined using the option pricing method. The valuation was performed in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The Company considered various objective and subjective factors to determine the fair value of its Common Stock as of each grant date, including: • Historical financial performance; • The Company’s business strategy; • Industry information, such as external market conditions and trends; • Lack of marketability of the Common Stock; • Likelihood of achieving a liquidity event, such as an initial public offering, special-purpose acquisition company (“SPAC”) merger, or strategic sale given prevailing market conditions and the nature and history of the Company’s business; • Prices, privileges, powers, preferences, and rights of our convertible preferred stock relative to those of the Common Stock; • Forecasted cash flow projections for the Company; • Illiquidity of stock-based awards involving securities in a private company; and • Macroeconomic conditions. The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. The probability of a liquidity event and the derived discount rate are significant assumptions used to estimate the fair value of the Common Stock. If the Company had used different assumptions or estimates, the fair value of the Common Stock and the Company’s stock-based compensation expense could have been materially different. The Company’s estimated fair value of its Common Stock was $0.981 per share as of August 30, 2020 (“August 2020 Valuation”). The August 2020 Valuation utilized the income and market approaches in estimating the fair value. In 2021, the Company’s management team contemplated a SPAC merger (refer to Note 19 Subsequent Events The increase in the fair value of the Company’s Common Stock between the August 2020 Valuation and the June 2021 Valuation was due to the Company’s progress towards completing the SPAC merger that was not known or knowable at the earlier valuation dates. Similarly, the increase in the fair value of the Company’s Common Stock between the June 2021 Valuation and the October 2021 Valuation resulted primarily from an increase in the probability of the near term SPAC Transaction closing. Concentration of Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, principally consist of cash and cash equivalents, restricted cash, Member cash advances, and accounts receivable. The Company’s cash and cash equivalents and restricted cash in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits were approximately $31.9 million and $4.6 million at December 31, 2021 and 2020, respectively. The Company’s payment processors also collect cash on the Company’s behalf and will hold these cash balances temporarily until they are settled the next business day. Also, the Company does not believe its marketable securities are exposed to any significant credit risk due to the quality and nature of the securities in which the money is held. Pursuant to the Company’s internal investment policy, investments must be rated A-1/P-1 No Member individually exceeded 10% or more of the Company’s Member cash advances balances as of December 31, 2021 and 2020. Leases ASC 842, Leases right-of-use Right-of-use Right-of-use The Company leases office space under three separate leases, all of which are considered operating leases. One lease includes the option to renew and the exercise of the renewal option is at the Company’s sole discretion. Options to extend or terminate a lease are considered as part of calculating the lease term to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Covenants imposed by the leases include letters of credit required to be obtained by the lessee. The incremental borrowing rate (“IBR”) represents the rate of interest the Company would expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. When determinable, the Company uses the rate implicit in the lease to determine the present value of lease payments. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Loans to Stockholders In 2019, the Company entered into loan, pledge, and option agreements with various employees, who are also stockholders, to provide those employees cash in exchange for non-recourse Company recorded each note as a reduction to shareholders’ equity and will do so until it is repaid, or the associated call option is exercised and the Company reacquires the collateralized shares. Interest earned and accrued on the notes also increases this contra-equity account balance. Stock-Based Compensation Stock Option Awards: ASC 718, Compensation-Stock Compensation Restricted Stock Awards: Restricted stock awards (“RSAs”) are valued on the grant date and the fair value of the RSAs is equal to the estimated fair value of the Company’s Common Stock on the grant date. This compensation cost is recognized over the requisite service period. When the requisite service period begins prior to the grant date (because the service inception date occurs prior to the grant date), the Company is required to begin recognizing compensation cost before there is a measurement date (i.e., the grant date). The service inception date is the beginning of the requisite service period. If the service inception date precedes the grant date, accrual of compensation cost for periods before the grant date shall be based on the fair value of the award at the reporting date. In the period in which the grant is approved, cumulative compensation cost is adjusted to reflect the cumulative effect of the compensation cost based on fair value at the grant date rather than the service inception date. The Company recognizes forfeitures as they occur. RSAs Issued to Non-Employees: The Company issues shares of restricted stock to consultants for various advisory and consulting-related services. The Company recognized this expense, measured as the estimated value of the shares issued, as a component of stock-based compensation expense, presented within compensation and benefits in the consolidated statements of operations. Advertising Costs Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2021 and 2020, were approximately $45.6 million and $35.9 million, respectively, and is presented within advertising and marketing in the consolidated statements of operations. Income Taxes The Company follows ASC 740, Income Taxes enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not more-likely-than-not, more-likely-than-not The Company’s policy is to recognize interest expense and penalties accrued on any unrecognized tax benefits as a component of income tax expense within the statement of operations. The Company recognized approximately $0.004 million and $0.003 million of interest expense and penalties as a component of income tax expense during the years ended December 31, 2021 and 2020, respectively. There was approximately $0.007 million and $0.003 million of accrued interest expense and penalties as of December 31, 2021 and 2020, respectively. Segment Information The Company determines its operating segments based on how its chief operating decision makers manage operations, make operating decisions, and evaluate operating performance. The Company has determined that the Chief Operating Decision Maker (“CODM”) is a joint role shared by the Chief Executive Officer and Chief Financial Officer. Based upon the way the CODM reviews financial information and makes operating decisions and considering that the CODM reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance, the service-based and transaction-based operations constitute a single operating segment and one reportable segment. Net Loss Per Share Attributable to Stockholders The Company has five classes of participating securities (Series A preferred stock, par value $0.000001 per share (“Series A Preferred Shares”), Series B-1 B-1 B-2 B-2 B-1 two-class two-class two-class Basic net loss attributable to holders of Common Stock per share is calculated by dividing net loss attributable to holders of Common Stock by the weighted-average number of shares outstanding, excluding shares issued in relation to unvested RSAs and vested early exercise options funded by non-recourse Related-Party Transactions Diluted net loss per share attributable to holders of Common Stock adjusts the basic net loss per share attributable to stockholders and the weighted-average number of shares outstanding for the potentially dilutive impact of stock options, warrants, and restricted stock using the treasury stock method and convertible preferred stock using the as-if-converted The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to holders of Common Stock (in thousands, except share data): For the Year Ended 2021 2020 Numerator Net loss $ (19,993 ) $ (6,957 ) Less: noncumulative dividend to convertible preferred stockholders — — Less: undistributed earnings to participating securities — — Net loss attributed to common stockholders—basic (19,993 ) (6,957 ) Add: undistributed earnings reallocated to common stockholders — — Net loss attributed to common stockholders—diluted $ (19,993 ) $ (6,957 ) Denominator Weighted-average shares of common stock—basic 100,839,231 90,986,048 Dilutive effect of equity incentive awards — — Weighted-average shares of common stock—diluted 100,839,231 90,986,048 Net loss per share Basic $ (0.20 ) $ (0.08 ) Diluted $ (0.20 ) $ (0.08 ) The following potentially dilutive shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: For the Year Ended December 31, 2021 2020 Equity incentive awards 25,627,159 23,352,837 Convertible preferred stock 150,534,600 150,534,600 Series B-1 warrants 1,664,394 — Total 177,826,153 173,887,437 Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13”). 2016-13 held-to 2016-13, year beginning after December 15, 2019. In February 2020, the FASB issued an amendment providing a description of the measurement process for current expected credit losses. Early adoption is permitted. The Company plans to adopt the standard on January 1, 2023, provided it remains an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12”), 2019-12 2019-12 In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) 815-40): Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). in ASU 2020-06 simplifies the ASU 2020-06 also 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity if-converted in ASU 2020-06 are In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), 815-40), Recently Adopted Accounting Pronouncements: In October 2020, the FASB issued ASU 2020-10, Codification Improvements | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to were charged to temporary equity upon the completion of the Initial Public Offering, and Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 25,376,598 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 253,765,980 Less: Proceeds allocated to Public Warrants (10,340,965 ) Class A common stock issuance costs (13,786,000 ) Plus: Accretion of carrying value to redemption value 24,126,965 Class A common stock subject to possible redemption $ 253,765,980 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,444,364 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the period presented. The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): For the Period from January 14, Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (4,095,639 ) $ (1,174,025 ) Denominator: Basic and diluted weighted average common shares outstanding 21,782,802 6,244,094 Basic and diluted net loss per common share $ (0.19 ) $ (0.19 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Business and Basis of Presentat
Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Business and Basis of Presentation | Note 1 Business and Basis of Presentation Business Dave Inc. (the “Company” or “Dave”), formerly known as VPC Impact Acquisition Holdings III, Inc. is a Delaware corporation, which operates through its subsidiary, Dave Operating LLC. The Company’s business is to provide its members (“Members”) a suite of financial software and services related to personal finance. All operating activities, revenues earned, and expenses incurred were generated in the United States of America. VPCC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On January 5, 2022 (the “Closing Date”), VPCC completed a business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated as of June 7, 2021 (the “Merger Agreement”), by and among VPCC, Bear Merger Company I, Inc., Bear Merger Company II, LLC, and pre-Business Combination Dave Inc. (“Legacy Dave”). On the Closing Date, VPCC was renamed Dave Inc. and its shares began trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “DAVE.” The Company’s public warrants also trade on Nasdaq under the ticker symbol “DAVEW”. Unless the context otherwise requires, the information below pertains to Legacy Dave, the pre-Business Combination operating company that existed prior to the Business Combination which closed on the Closing Date, and in such context, the terms “the Company” or “Dave” refers to such pre-combination company. Please refer to Note 19 Subsequent Events Dave’s Personal Financial Management Service Dave’s personal financial management service enables Members to monitor their bank account balances to avoid overdraft fees and build budgets to assist in short-term financial planning. When a Member signs up for the Company’s mobile application, Dave connects to the Member’s checking account and then monitors and analyzes the Member’s typical spending and saving behavior. Based on this analysis, Dave identifies upcoming expenses, such as a car or rent payment, and likely future spending based on historical spending habits that enables Members to more effectively manage their finances. The Members are charged a $1 monthly fee for this software monitoring service. Revenue from Dave’s personal financial management service are included in service based revenue, net in the consolidated statement of operations. Dave’s Advance Service (Extra Cash) Many of Dave’s Members are at risk of having liquidity shortfalls before they receive their next paycheck. To help these Members avoid incurring overdraft fees, Dave offers them the ability to obtain a non-recourse Members need not pay a fee to obtain an Advance, as Members can always obtain Advances via automated clearing house (“ACH”) payment for free, which generally arrive within three business days. However, many Members choose to pay an optional instant transfer fee to obtain the Advance within eight hours. Members may also choose to pay a voluntary tip to compensate the Company for use of its Advance service. Revenue from Dave’s advance service are included in service based revenue, net in the consolidated statement of operations. Dave’s Job Portal Service As an additional tool to help prevent overdrafting and improve cash flow, Dave helps connect Members to open local jobs. Dave’s job portal service, referred to as “Side Hustle,” enables Members to view potential opportunities for supplemental work, primarily in flexible, part-time roles. Side Hustle allows Members to submit applications to a repository of job openings with various partner companies, which include various ride share platforms and food delivery companies. Dave generates referral fees from partner companies for facilitating contacts between them and the Dave’s Members. Revenue from Dave’s job portal service are included in service based revenue, net in the consolidated statement of operations. Dave’s Checking Product Dave offers a free, no minimum, no overdraft-fee Other features include automated budgeting, advances, access to the Company’s exclusive job board, and the ability to build credit with on-time Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and a variable interest entity (“VIE”). All intercompany transactions and balances have been eliminated upon consolidation. In accordance with the provisions of Accounting Standards Codification (“ASC”) 810, Consolidation, Variable Interest Entities The Company is considered the primary beneficiary of Dave OD Funding I, LLC (“Dave OD”), as it has the power over the activities that most significantly impact the economic performance of Dave OD and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant, in accordance with accounting guidance. As a result, the Company consolidated Dave OD and all intercompany accounts have been eliminated. The carrying value of Dave OD’s assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheet as of December 31, 2021, are as follows: Assets Cash and cash equivalents $ 26,239 Member advances, net of allowance for unrecoverable advances of $1,315 as of December 31, 2021 35,835 Debt and credit facility commitment fee, current 470 Debt facility commitment fee, long-term 131 Total assets $ 62,675 Liabilities Accounts payable $ 411 Debt facility 35,000 Credit facility 20,000 Other current liability 400 Warrant liability 3,726 Total liabilities $ 59,537 The assets of Dave OD are not restricted and its creditors have full recourse against the Company for its liabilities. Dave OD had no activity during the year ended December 31, 2020. COVID-19 There are many uncertainties regarding the current global pandemic involving a novel strain of coronavirus (“COVID-19”), COVID-19 Beginning in March 2020, the Company’s business and operations were disrupted by the conditions caused by COVID-19, COVID-19 COVID-19 |
Initial Public offering
Initial Public offering | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,376,598 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,876,598 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-fourth |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,100,214 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $7,650,320 in the aggregate, which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 16 Related-Party Transactions Leasing Arrangements: In November 2018, the Company entered into a sublease agreement with PCJW, controlled by Company’s founders (including the Company’s current CEO), for general office space next to the aforementioned leased property in Los Angeles, California. The lease term is five years subject to early termination by either party. Under the terms of the sublease, monthly rent is approximately $0.005 million, subject to an annual escalation of 4%. In January 2019, the Company entered into a lease agreement with PCJW for office space located in Los Angeles, California. The lease term is seven years, beginning January 1, 2019 and ending December 31, 2025. Monthly rent is approximately $0.019 million, subject to an annual escalation of 5%. During 2021 and 2020, the Company paid approximately $0.3 million and $0.3 million under lease agreements with PCJW for general office space in Los Angeles, California. Refer to Note 12 Leases The following is a schedule of future minimum rental payments as of December 31, 2021, under Company’s sub-lease Year Related-Party Commitment 2022 $ 335 2023 339 2024 295 2025 309 Thereafter — Total minimum lease payments $ 1,278 Less: imputed interest (214 ) Total lease liabilities $ 1,064 The related-party components of the lease right-of-use right-of-use Related-Party Exercise Receivable Promissory Notes During 2018, the Company issued non-recourse During 2020, the Company issued a non-recourse The amounts due as of December 31, 2021 and 2020, was approximately $1.1 million and $1.1 million, respectively. The promissory notes have a term of five years and carry stated interest rates between 1.5% and 2.0%, which are compounded annually. Loans to Stockholders In 2019, the Company entered into loan, pledge, and option agreements (“Loans to Stockholders”) with various employees, who are also stockholders, to provide those employees cash in exchange for non-recourse Significant Accounting Policies Subsequent Event s | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 19, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 6,468,750 shares of Class B common stock (the “Founder Shares”). On January 22, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 10 trading days within any 30-trading Promissory Note—Related Party On January 14, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January 14, 2021 (inception) through December 31, 2021, the Company incurred $100,000 in fees for these services, of which $ 90,000 |
Commitments
Commitments | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments | Note 13 Commitments and Contingencies Litigation: From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. In December 2021, the Company accrued $0.5 million related to a settlement agreement related to an employment dispute, which is included within legal settlement accrual in the consolidated balance sheet for the year ended December 31, 2021 Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or claims will have a significant adverse effect on the Company’s business, financial condition, results of operations, or cash flows. Stoffers v. Dave Inc. (filed September 16, 2020 in LA County Superior Court) This is a purported class action lawsuit filed in connection with a July 2020 data breach. The Company is in the process of settling this matter and estimates the settlement to be approximately $3.2 million, which amount is included within legal settlement accrual in the consolidated balance sheets for the years ended December 31, 2021 and 2020. Martinsek v. Dave Inc. In January 2020, a former employee of the Company filed a complaint in the California Superior Court for the County of Los Angeles against the Company and the Company’s Chief Executive Officer, asserting claims for, among other things, breach of contract, breach of fiduciary duty, conversion, and breach of the implied covenant of good faith and fair dealing. The complaint alleges that the Company and the Chief Executive Officer misappropriated approximately 6.8 million shares by rescinding a stock option agreement and a restricted stock purchase agreement between the Company and the former employee under which such shares were issued and repurchasing the shares. The Company rescinded the agreements for failure of consideration. The Company and the Chief Executive Officer answered, denying all claims and asserting defenses. Discovery has commenced and a trial date has been set in November 2022. The Company is vigorously defending against this claim. Whalerock v. Dave Inc. Whalerock Industries Holding Company, LLC (“Whalerock”) filed an unlawful detainer action against the Company on or about August 4, 2020, which was dismissed by Whalerock on March 18, 2021. On or about March 29, 2021, Whalerock initiated new litigation against the Company seeking declaratory relief. The Company and Whalerock entered into a sublease in May 2020 whereby the Company would sublease certain space from Whalerock located in West Hollywood, California. This matter involves a dispute between the Company and Whalerock over whether the 18-month | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,881,809 in the aggregate. The deferred fee was paid to the underwriters at the closing of the Business Combination on January 5, 2022. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' equity | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liabilities | NOTE 8. WARRANT LIABILITIES As of December 31, 2021, there are 6,344,150 Public Warrants outstanding and 5,100,214 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading third The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading three If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of December 31, 2021, there were 5,100,214 Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 3 Marketable Securities Below is a detail of marketable securities (in thousands): December 31, 2021 December 31, 2020 Marketable securities $ 8,226 $ 17,666 Total $ 8,226 $ 17,666 The Company’s marketable securities consisted of a money market mutual fund. At December 31, 2021 and 2020, the fund’s money market instruments were comprised of primarily certificates of deposit and financial company/asset backed commercial paper. At December 31, 2021 and 2020, the investment portfolio had a weighted-average maturity of 46 days. The fund is publicly traded with a ticker symbol SPPXX and the money market instruments were measured at fair market value at December 31, 2021 and 2020. Proceeds from sales and purchases of marketable securities during the year ended December 31, 2021, were approximately $9.4 million and $0.005 million, respectively. Proceeds from sales and purchases of marketable securities during the year ended December 31, 2020, were approximately $7.8 million and $0.1 million, respectively. The amount of loss recorded in connection with the investment in marketable securities for the year ended December 31, 2021, was approximately $0.001 million and was recorded as a component of interest expense in the consolidated statements of operations. The amount of gain recorded in connection with the investment in marketable securities for the year ended December 31, 2020, was approximately $0.003 million and was recorded as a component of interest income in the consolidated statements of operations. |
Member Cash Advances, Net
Member Cash Advances, Net | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Member Cash Advances, Net | Note 4 Member Cash Advances, Net Below is a detail of Member cash advances, net as of December 31, 2021 (in thousands): Days From Origination Gross Member Allowance for Member Advances, Net 1-10 $ 39,910 $ (1,313 ) $ 38,597 11-30 8,111 (2,084 ) 6,027 31-60 4,781 (2,652 ) 2,129 61-90 3,986 (2,735 ) 1,251 91-120 4,220 (3,211 ) 1,009 Total $ 61,008 $ (11,995 ) $ 49,013 Below is a detail of Member cash advances, net as of December 31, 2020 (in thousands): Days From Origination Gross Member Allowance for Member 1-10 $ 27,948 $ (1,367 ) $ 26,581 11-30 8,380 (1,205 ) 7,175 31-60 5,489 (3,009 ) 2,480 61-90 6,088 (4,284 ) 1,804 91-120 3,419 (2,715 ) 704 Total $ 51,324 $ (12,580 ) $ 38,744 Member advances, net, represent outstanding advances, tips, and processing fees, net of direct origination costs, less an allowance for unrecoverable advances. The roll-forward of the allowance for unrecoverable advances is as follows (in thousands): Opening allowance balance at January 1, 2020 $ 9,355 Plus: provision for unrecoverable advances 25,539 Less: amounts written-off (22,314 ) Ending allowance balance at December 31, 2020 $ 12,580 Plus: provision for unrecoverable advances 32,174 Less: amounts written-off (32,759 ) Ending allowance balance at December 31, 2021 $ 11,995 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 5 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Computer equipment $ 664 $ 289 Leasehold improvements 384 427 Furniture and fixtures 14 14 Total property and equipment 1,062 730 Less: accumulated depreciation (377 ) (214 ) Property and equipment, net $ 685 $ 516 Depreciation expense for the years ended December 31, 2021 and 2020, was approximately $0.2 million and $0.1 million, respectively. As of December 31, 2021 and 2020, the Company had outstanding commitments for the purchase of property and equipment totaling approximately $0.03 million and $0.007 million, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 6 Intangible Assets, Net The Company’s Intangible assets, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Weighted Gross Carrying Accumulated Net Book Value Gross Carrying Accumulated Net Book Value Internally developed software 3.0 Years $ 13,109 $ (5,342 ) $ 7,767 $ 7,002 $ (2,587 ) $ 4,415 Domain name 15.0 Years 121 (39 ) 82 121 (31 ) 90 Intangible assets, net $ 13,230 $ (5,381 ) $ 7,849 $ 7,123 $ (2,618 ) $ 4,505 The future estimated amortization expenses as of December 31, 2021, were as follows (in thousands): 2022 $ 3,658 2023 2,851 2024 1,282 2025 8 2026 8 Thereafter 42 Total future amortization $ 7,849 Amortization expense for the years ended December 31, 2021 and 2020, was approximately $2.8 million and $1.6 million, respectively. No impairment charges were recognized related to long-lived assets for the years ended December 31, 2021 and 2020. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 7 Accrued Expenses The Company’s Accrued expenses consisted of the following (dollars in thousands): December 31, 2021 December 31, 2020 Accrued charitable contributions $ 7,164 $ 3,364 Accrued compensation 1,522 875 Sales tax payable 1,208 991 Accrued professional and program fees 2,163 94 Other 988 — Total $ 13,045 $ 5,324 Accrued charitable contributions include amounts the Company has pledged related to charitable tree and meal donations. The Company uses a portion of tips received to make a charitable cash donation to third parties who use the funds to plant trees or provide meals to those in need. For the years ended December 31, 2021 and 2020, the Company pledged approximately $4.7 million and $3.8 million related to charitable donations, respectively. These costs are expensed as incurred and are presented within other general and administrative expenses in the consolidated statements of operations. Accrued compensation includes accrued b onu |
Convertible Debt, Net
Convertible Debt, Net | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debt, Net | Note 8 Convertible Debt, Net 2019 Convertible Notes: In 2019, the Company issued convertible promissory notes in an aggregate principal amount of approximately $0.7 million (the “2019 Convertible Notes”). The interest rate is 1.69% per annum, computed as simple interest and will accrue and be payable with each installment of principal. The 2019 Convertible Notes and accrued interest are due in full upon maturity, which is 36 months (2022) from the respective issuance dates. Issuance costs related to this transaction were not significant. The 2019 Convertible Notes contained an embedded feature whereby the principal and interest are convertible into shares of the Common Stock or a sub-class As of December 31, 2021, no conversions of the 2019 Convertible Notes had occurred nor has the contingency associated with the beneficial conversion feature been resolved. The total outstanding principal and accrued interest balance is presented within convertible debt, current on the consolidated balance sheets. Contractual interest expense on the 2019 Convertible Notes for the years ended December 31, 2021 and 2020, was $0.001 million, respectively, and are included in Interest expense within the consolidated statements of operations. The effective interest rate on the 2019 Convertible Notes was 1.7%. In January 2022, the 2019 Convertible Notes were converted into shares of Common Stock. Please refer to Note 19 Subsequent Events |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note 9 Line of Credit In November 2017, the Company entered into a line of credit agreement with UBS (the “UBS Agreement”). Issuance costs related to this transaction were not significant. There is no stated maturity date, there are no financial covenants and the amount of line of credit is solely dependent upon the total amount of assets the Company holds with UBS at any given point. During 2021, the Company repaid $3.9 million and the UBS Agreement was terminated in March 2021. As of December 31, 2020, the Company had an outstanding balance of $3.9 million, which included $0.01 million of accrued interest. The interest incurred related to this borrowing is included in Interest expense within the consolidated statement of operations. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 10 Note Payable In August 2021, VPCC entered into an amendment to the private investment in public equity (“PIPE”) subscription agreement (“PIPE Amendment”) it previously entered into with Alameda Research Ventures LLC (“Alameda Research”) in connection with the proposed business combination with the Company (refer to Note 1 Business and Basis of Presentation pre-funding, one-year The Company has elected to measure the note payable debt instrument at fair value using the fair value option of ASC 825-10. 815-15-25-1 |
Long-Term Debt Facility
Long-Term Debt Facility | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Facility | Note 11 Long-Term Debt Facility In January 2021, Dave OD Funding I, LLC (“Borrower”) entered into a Senior Secured Loan Facility (the “Debt Facility”) with Victory Park Management, LLC (“Agent”), which is an affiliate of VPCC, allowing the Borrower to draw up to $100 million from various lenders associated with Victory Park Management, LLC (the “Lenders”). The Debt Facility has an interest rate of 6.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55%. Interest is payable monthly in arrears. The effective interest rate as of December 31, 2021, was 9.57%. The Company guaranteed up to $20,000,000 of Dave OD’s obligations under the Debt Facility, and currently that limited guaranty is secured by a first-priority lien against substantially all of the Company’s assets. The Debt Facility has certain financial covenants, including a requirement to maintain a minimum cash, cash equivalents, or marketable securities balance of $10.0 million and as of December 31, 2021, the Company was in compliance with all covenants. Payments of the loan draws are due at the following dates: (i) within five business days after the date of receipt by the Borrower and the Company (“Credit Party”) or any of their subsidiaries of any net cash proceeds in excess of $250 thousand in the aggregate during any fiscal year from any asset sales (other than certain permitted dispositions), the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100% of such net cash proceeds; (ii) within five business days after the date of receipt by any Credit Party or any of their subsidiaries, or the Agent as loss payee, of any net cash proceeds from any destruction or taking, the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100% of such net cash proceeds; (iii) within three business days after the date of receipt by any Credit Party or any of their subsidiaries of any net cash proceeds from the incurrence of any indebtedness of any Credit Party or any of their subsidiaries (other than with respect to permitted indebtedness), the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100% of such net cash proceeds; and (iv) (a) if extraordinary receipts are received by any Credit Party in the aggregate amount in any fiscal year in excess of $250 thousand or (b) if an event of default has occurred and is continuing at any time when any extraordinary receipts are received by any Credit Party, then within five business days of the receipt by any Credit Party of any such extraordinary receipts, the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to (x) 100% of such extraordinary receipts in excess of $250 thousand in respect of clause (a) above and (y) 100% of such extraordinary receipts in respect of clause (b) above. In November 2021, Dave OD entered into an amendment of the Debt Facility which added a $20 million credit line (as amended, the “Credit Facility”) which has an interest rate of 8.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55%. The effective interest rate as of December 31, 2021, was 13.88%. As of December 31, 2021, the Company has drawn $35.0 million on the Debt Facility and $20.0 million on the Credit Facility. The Company has made no repayments. Contemporaneously with the execution of the Debt Facility, the Company issued warrants to the Lenders as consideration for entering into the Debt Facility, representing a loan commitment fee. The warrants vest and become exercisable based on the Company’s aggregated draw on the Debt Facility in incremental $10.0 million tranches and terminate upon the earliest to occur of (i) the fifth anniversary of the occurrence of a qualified financing event, and (ii) the consummation of a liquidity event. The holders of the warrants have the ability to exercise their right to acquire a number of Series B-1 Preferred Shares equal to 0.2% of the fully diluted equity of the Company as of the closing date (“Series B-1 Series B-1 Expected volatility 55.0% Risk-free interest rate 0.1 - Remaining term 0.6 - 2.9 Years |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Leases | Note 12 Leases In June 2018, the Company entered into a lease agreement for a single general office space in Los Angeles, California. The initial term of the lease was nine months with a five-year extension option at the discretion of the lessee. Monthly rent was approximately $0.001 million, subject to an annual escalation of 3%. In November 2021, the Company and lessor agreed to terminate the lease agreement. In November 2018, the Company entered into a sublease agreement with PCJW Properties LLC (“PCJW”), controlled by Company’s founders (including the Company’s current CEO), for general office space next to the aforementioned leased property in Los Angeles, California. The lease term is five years subject to early termination by either party. Under the terms of the sublease, monthly rent is approximately $0.005 million, subject to an annual escalation of 4%. In January 2019, the Company entered into a lease agreement with PCJW for office space located in Los Angeles, California. The lease term is seven years, beginning January 1, 2019 and ending December 31, 2025. Monthly rent is approximately $0.019 million, subject to an annual escalation of 5%. In September 2019, the Company entered into a sublease for general office space in West Hollywood, California. The lease term was two years subject to early termination by either party. Under the terms of the lease, monthly rent was approximately $0.01 million, subject to an annual escalation of 3%. In December 2019, the Company entered into a lease amendment to increase the leased office space in exchange for monthly rent of approximately $0.023 million. The amendment also extended the lease term to October 31, 2021, and increased the annual escalation to 3.5%. In May 2020, the Company entered into a sublease with Whalerock for general office space in West Hollywood, California. Under the terms of the sublease, the lease term is approximately 18-months All leases were classified as operating and operating lease expenses are presented within Other operating expenses in the consolidated statements of operations. The Company does not have any finance leases or sublease arrangements where the Company is the sublessor. The Company’s leasing activities are as follows (in thousands): For the Year Ended December 31, 2021 2020 Operating lease cost $ 1,424 $ 546 Short-term lease cost 4 — Variable lease cost — — Total lease cost $ 1,428 $ 546 Other information: Cash paid for operating leases $ 1,347 $ 534 Right-of-use assets obtained in exchange for new operating lease liability $ 2,514 $ — Weighted-average remaining lease term - operating lease 2.07 4.19 Weighted-average discount rate - operating lease 10 % 10 % The future minimum lease payments as of December 31, 2021, were as follows (in thousands): Year Third-Party Commitment Related-Party Commitment Total 2022 $ 1,770 $ 335 $ 2,105 2023 148 339 487 2024 — 295 295 2025 — 309 309 Thereafter — — — Total minimum lease payments $ 1,918 $ 1,278 $ 3,196 Less: imputed interest (92 ) (214 ) (306 ) Total lease liabilities $ 1,826 $ 1,064 $ 2,890 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 13 Commitments and Contingencies Litigation: From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. In December 2021, the Company accrued $0.5 million related to a settlement agreement related to an employment dispute, which is included within legal settlement accrual in the consolidated balance sheet for the year ended December 31, 2021 Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or claims will have a significant adverse effect on the Company’s business, financial condition, results of operations, or cash flows. Stoffers v. Dave Inc. (filed September 16, 2020 in LA County Superior Court) This is a purported class action lawsuit filed in connection with a July 2020 data breach. The Company is in the process of settling this matter and estimates the settlement to be approximately $3.2 million, which amount is included within legal settlement accrual in the consolidated balance sheets for the years ended December 31, 2021 and 2020. Martinsek v. Dave Inc. In January 2020, a former employee of the Company filed a complaint in the California Superior Court for the County of Los Angeles against the Company and the Company’s Chief Executive Officer, asserting claims for, among other things, breach of contract, breach of fiduciary duty, conversion, and breach of the implied covenant of good faith and fair dealing. The complaint alleges that the Company and the Chief Executive Officer misappropriated approximately 6.8 million shares by rescinding a stock option agreement and a restricted stock purchase agreement between the Company and the former employee under which such shares were issued and repurchasing the shares. The Company rescinded the agreements for failure of consideration. The Company and the Chief Executive Officer answered, denying all claims and asserting defenses. Discovery has commenced and a trial date has been set in November 2022. The Company is vigorously defending against this claim. Whalerock v. Dave Inc. Whalerock Industries Holding Company, LLC (“Whalerock”) filed an unlawful detainer action against the Company on or about August 4, 2020, which was dismissed by Whalerock on March 18, 2021. On or about March 29, 2021, Whalerock initiated new litigation against the Company seeking declaratory relief. The Company and Whalerock entered into a sublease in May 2020 whereby the Company would sublease certain space from Whalerock located in West Hollywood, California. This matter involves a dispute between the Company and Whalerock over whether the 18-month | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,881,809 in the aggregate. The deferred fee was paid to the underwriters at the closing of the Business Combination on January 5, 2022. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Preferred Stock And Stockholders Deficit [Abstract] | |
Convertible Preferred Stock And Stockholders Deficit | Note 14 Convertible Preferred Stock and Stockholders’ Deficit The number of authorized, issued and outstanding stock, liquidation value, and carrying value as of December 31, 2021 and 2020, were as follows: As of December 31, 2021 Authorized Shares Issued Shares Outstanding Liquidation Carrying Value Series A Preferred Shares 133,216,940 133,216,940 133,216,940 $ 130,686 $ 9,881 Series B-1 13,326,050 13,326,050 13,326,050 $ 50,000 $ 49,675 Series B-2 3,991,610 3,991,610 3,991,610 $ 11,981 $ 12,617 Common Stock 290,000,000 105,964,928 104,022,678 $ — $ 0.1 As of December 31, 2020 Authorized Shares Issued Shares Outstanding Liquidation Carrying Value Series A Preferred Shares 133,216,940 133,216,940 133,216,940 $ 130,686 $ 9,881 Series B-1 13,326,050 13,326,050 13,326,050 $ 50,000 $ 49,675 Series B-2 3,991,610 3,991,610 3,991,610 $ 11,981 $ 12,617 Common Stock 290,000,000 103,062,319 100,223,194 $ — $ 0.1 Convertible Preferred Stock: Series A Preferred Shares The Company’s Certificate of Incorporation (“Original Certificate”) and convertible preferred stock agreements specify the rights, preferences, and privileges of holders of the Company’s Series A Preferred Shares. Series A Preferred Shares are entitled to dividends of $0.0113 per share per annum, subject to certain protection adjustments. Dividends are not cumulative and should be payable prior and in preference to any other dividends. No dividend may be declared or paid on any shares of Common Stock or Preferred Stock unless at the same time an equivalent dividend is declared or paid on all outstanding Preferred Stock. No dividends have been declared or paid as of either December 31, 2021 or December 31, 2020. Holders of Series A Preferred Shares can convert at their discretion, their Series A Preferred Shares into Common Stock. The conversion rate was set in October 2017 as 1:1. During August 2019, the conversion rate was amended in the Company’s Amended and Restated Certificate of Incorporation (“Restated Certificate”) by dividing the conversion price of the Series A Preferred Shares ($0.141 per share) by the applicable conversion price ($0.141 per share). Therefore, the conversion rate of 1:1 was not changed as part of the Restated Certificate. The conversion price is subject to adjustments as detailed in the Restated Certificate. The Company’s Original Certificate stated that the Series A Preferred Shares would automatically convert into Common Stock under certain conditions including an initial public offering of the Company (“Company IPO”) at a price of at least $0.423 per share and gross proceeds of at least $50.0 million. Per the Restated Certificate amended in August 2019, Series A Preferred Shares will automatically convert into Common Stock under certain conditions, including a Company IPO with gross proceeds of at least $75.0 million. Automatic conversion will take place at the conversion rate calculated at the time of the conversion and using the conversion formula described in the preceding paragraph. The Series A Preferred Shares contain deemed liquidation provisions that allow holders of the Series A Preferred Shares the option to redeem the Series A Preferred Shares for cash or other assets. The stockholders of the Company’s more subordinated equity instruments are not entitled to receive the same form of consideration as holders of the Series A Preferred Shares upon the occurrence of a liquidation event in which the Company does not affect the dissolution of the Company within 90 days after such deemed liquidation event. The preferential, ratable payment is made to preferred stockholders out of available assets determined as the higher of a) $0.141 per Series A Preferred Share, subject to adjustments as stated in the Restated Certificate, and b) amount that would have been payable if all Series A Preferred Shares were converted into Common Stock in accordance with the stated conversion rights. The contingent redemption by holders of Series A Preferred Shares upon a deemed liquidation event resulted in mezzanine equity classification (outside of permanent equity) on the Company’s consolidated balance sheets as of December 31, 2021 and 2020. Series A Preferred Shares are entitled to stockholder voting rights that are equal to the number of Common Stock into which Series A Preferred Shares are convertible. Series A Preferred Shares have special preferred protective voting rights to approve, by majority vote, certain corporate events and changes including merger, consolidation, liquidation, increase in the amount of authorized Preferred Stock or Common Stock shares, and payment of dividends. The Company determined that none of the embedded features required bifurcation and separate accounting as derivatives under ASC 815. The Company also determined that no beneficial conversion feature existed at the issuance date of the Series A Preferred Shares. However, a contingent beneficial conversion feature existed related to the conversion upon deemed liquidation events and the adjustment to the conversion price for dilution and other events. A contingent beneficial conversion feature is not recognized until the contingency is resolved and the event occurs. There is no current impact to the consolidated financial statements in relation to this contingent beneficial conversion feature as the contingency was not resolved as of December 31, 2021. Series B-1 The Company’s Certificate of Incorporation and convertible preferred stock agreements specify the rights, preferences, and privileges of holders of the Series B-1 Series B-1 Holders of Series B-1 B-1 B-1 Series B-1 The Series B-1 B-1 holders of the Series B-1 The preferential, ratable payment is made to preferred stockholders out 3.752050 B-1 B-1 B-1 Series B-1 B-1 B-1 The Company determined that none of the embedded features required bifurcation and separate accounting as derivatives under ASC 815. The Company also determined that no beneficial conversion feature existed at the issuance date of the Series B-1 Series B-2 The Company’s Certificate of Incorporation and convertible preferred stock agreements specify the rights, preferences, and privileges of holders of the Company’s Series B-2 Series B-2 Holders of Series B-2 B-2 B-2 Series B-2 The Series B-2 B-2 B-2 B-2 the Company does not affect the dissolution of the Company within 90 days after such deemed liquidation event. The preferential, ratable payment is made to preferred stockholders out of available assets determined as the higher B-2 B-2 B-2 Series B-2 B-2 B-2 The Company determined that none of the embedded features required bifurcation and separate accounting as derivatives under ASC 815. The Company also determined that no beneficial conversion feature existed at the issuance date of the Series B-2 Common Stock: The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock. The Company’s Certificate of Incorporation specifies the rights, preferences, and privileges of holders of Common Stock. Holders of Common Stock are entitled to one vote for each share of Common Stock held. Subject to dividend preferences that apply to the Preferred Stock, the holders of Common Stock are entitled to receive dividends out of funds legally available at the times and in the amounts that the Company’s Board of Directors may determine. Upon the Company’s liquidation, dissolution or winding-up, |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 15 Stock-Based Compensation In 2017, the Company’s Board of Directors adopted the Dave Inc. 2017 Stock Plan (the “2017 Plan”). The 2017 Plan authorizes the award of stock options, restricted stock, and restricted stock units. Options granted under the 2017 Plan generally vest over four years as follows: 25% of option shares vest on the first anniversary of the vesting commencement and 1 4 non-statutory non-statutory On January 4, 2022, the stockholders of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors on January 4, 2022. The 2021 Plan became effective immediately upon the completion of the business combination with VPCC. Please refer to Note 19 Subsequent Event s g On January 4, 2022, the stockholders of the Company considered and approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP was previously approved, subject to stockholder approval, by the Company’s Board of Directors on January 4, 2022. The ESPP became effective immediately upon the completion of the business combination with VPCC. Please refer to Note 19 Subsequent Events Stock Options: Management has valued stock options at their date of grant utilizing the Black-Scholes option pricing model. The fair value of the underlying shares was estimated by using a number of inputs, including recent arm’s length transactions involving the sale of the Company’s common stock. The following table presents the weighted-average assumptions used to value options granted during the years ended December 31: 2021 2020 Expected term 6.0 years 6.0 years Risk-free interest rate 0.9 % 0.8 % Expected dividend yield 0.0 % 0.0 % Expected volatility 60.7 % 57.0 % Expected term Risk free interest rate Expected dividend yield Expected volatility Activity with respect to options granted under the 2017 Plan is summarized as follows: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Options outstanding, January 1, 2020 12,273,640 $ 0.38 9.1 $ 6,775 Granted 14,690,130 $ 0.96 Exercised (1,441,795 ) $ 0.18 Forfeited (2,386,363 ) $ 0.59 Expired (110,230 ) $ 0.94 Options outstanding, December 31, 2020 23,025,382 $ 0.74 8.7 $ 5,548 Granted 13,317,662 $ 0.98 Exercised (3,835,468 ) $ 0.47 Forfeited (6,562,003 ) $ 0.91 Expired (318,414 ) $ 0.86 Options outstanding, December 31, 2021 25,627,159 $ 0.86 8.5 $ 288,784 Nonvested options, December 31, 2021 18,424,667 $ 0.95 8.9 $ 205,915 Vested and exercisable, December 31, 2021 5,653,992 $ 0.68 7.7 $ 64,734 The weighted-average grant-date fair-value of the grants was $1.65 and $0.51 for the years ended December 31, 2021 and 2020, respectively. The Company recognized approximately $7.4 million and $1.5 million of stock-based compensation expense arising from stock option grants which is recorded as a component of compensation and benefits in the consolidated statements of operations for the years ended December 31, 2021 and 2020, respectively. There was approximately $22.1 million of total unrecognized compensation cost related to unvested stock options granted under the Plan as of the year ended December 31, 2021. The cost is expected to be recognized over the weighted-average remaining period of 3.9 years. During the year ended December 31, 2021, in accordance with the terms of a former executive’s severance agreement, the Company modified share-based payment awards by accelerating the vesting. As a result of the modification, the Company recorded stock-based compensation of $2.1 million during the year ended December 31, 2021, which is included in the $7.4 million stock-based compensation. The Company allowed certain stock option holders to exercise unvested options to purchase shares of Common Stock. Shares received from such early exercises are subject to repurchase in the event of the optionee’s employment termination, at the original issuance price, until the options are fully vested. As of December 31, 2021 and 2020, 393,750 and 866,585 shares of Common Stock were subject to repurchase at weighted-average prices of $0.94 and $0.80 per share, respectively. The Company historically has issued non-recourse non-recourse Related-Party Transactions non-recourse non-recourse non-recourse On March 3, 2021, the Company granted the Chief Executive Officer stock options to purchase up to 8,458,481 shares of Common Stock in nine tranches. Each of the nine tranches contain service, market, and performance conditions. The market conditions relate to the achievement of certain specified price targets. Vesting commences on the grant date; however, no compensation charges are recognized until the service, market, and performance condition are probable, which is upon the completion of a liquidity event, the achievement of specified price targets for each tranche of shares, and continuous employment. As of December 31, 2021, the performance and market conditions have not been met and were not deemed probable. The options have a strike price of $0.98 per share. The Company determined the fair value of the options on the grant date to be approximately $10.5 million using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free interest rate, and volatility. Each tranche will vest monthly over a derived service period. The following table presents the key inputs and assumptions used to value the options granted to the Chief Executive Officer on the grant date: Expected volatility 40.0 % Risk-free interest rate 1.5 % Remaining term 10.0 Years Expected dividend yield 0.0 % Restricted Stock Issued to Employees: The Company did not issue shares of restricted stock to employees during either of the years ended December 31, 2021 and 2020. There was no unrecognized compensation cost related to employee unvested restricted stock as of December 31, 2021. Activity with respect to restricted stock activity for employees is summarized as follows: Shares Weighted- Average Grant-Date Fair Value Nonvested shares at January 1, 2020 17,416,710 $ 0.37 Granted — $ — Vested (14,388,585 ) $ 0.26 Forfeited (653,125 ) $ 0.93 Nonvested shares at December 31, 2020 2,375,000 $ 0.93 Granted — $ — Vested (2,375,000 ) $ 0.93 Forfeited — $ — Nonvested shares at December 31, 2021 — $ — Restricted Stock Issued to Non-Employees: The Company recognized approximately $0.1 million and $0.1 million of stock-based compensation expense related to restricted stock grants to non-employees There was no unrecognized compensation cost related to non-employee Activity with respect to non-employee restricted stock activity is summarized as follow: Shares Weighted- Average Grant-Date Fair Value Nonvested shares at January 1, 2020 231,254 $ 0.93 Granted — $ — Vested (226,045 ) $ 0.30 Forfeited — $ — Nonvested shares at December 31, 2020 5,209 $ 0.93 Granted — $ — Vested (5,209 ) $ 0.93 Forfeited — $ — Nonvested shares at December 31, 2021 — $ — |
Income Tax
Income Tax | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Tax | Note 17 Income Taxes The components of income tax expense for the years ended December 31, 2021 and 2020, were as follows (dollars in thousands): 2021 2020 Current: Federal $ 41 $ 19 State 115 104 Total current 156 123 Deferred: Federal (59 ) 22 State — — Total deferred (59 ) 22 Provision for income taxes $ 97 $ 145 A reconciliation between the Company’s federal statutory tax rate and its effective tax rate for the years ended December 31, 2021 and 2020, is as follows: 2021 2020 Federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 22.2 % 4.8 % Derivative asset 36.7 % 0.0 % Warrant liability -3.8 % 0.0 % Stock-based compensation -2.7 % -4.5 % Penalties -0.1 % -0.8 % Other -0.4 % -0.2 % Research and development tax credit - federal 5.9 % 3.3 % Change in valuation allowance -79.3 % -25.7 % Effective tax rate -0.5 % -2.1 % The major components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020, consists of the following (dollars in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforward $ 14,232 $ — Excess interest expense carryforward 497 — Allowance for Member advances 3,488 3,549 Accrued expenses 1,249 1,138 Accrued compensation 356 345 Lease liability 840 420 Research and development tax credit 2,117 408 Stock-based compensation 355 26 Other 146 20 Total deferred tax assets 23,280 5,906 Deferred tax liabilities: Property and equipment (2,354 ) (1,297 ) Right of use asset (785 ) (389 ) Prepaid expenses (235 ) (153 ) Total deferred tax liabilities (3,374 ) (1,839 ) Total net deferred tax assets before valuation allowance 19,906 4,067 Less: valuation allowance (19,906 ) (4,126 ) Total net deferred tax liabilities $ — $ (59 ) As of December 31, 2021, the Company had $48.7 million of federal and $55.7 million of combined state net operating loss (“NOL”) carryforwards available to offset future taxable income. The federal NOLs do not expire; however, they are subject to a utilization limit of 80% of taxable income in any given year. The State NOLs begin to expire in 2031, except for $8.2 million of state NOLs that do not expire. Internal Revenue Code Section 382 imposes limitations on the utilization of NOLs in the event of certain changes in ownership of the Company. The Company has not yet completed a comprehensive analysis of its past ownership changes. Depending upon the degree of those past ownership changes, and any future ownership changes, annual limits may impair the Company’s ability to utilize NOLs and could cause federal income taxes to be due sooner than if no such limitations applied. The realization of deferred tax assets is dependent upon future sources of taxable income. Available positive and negative evidence is considered in making this determination. Due to a history of losses and uncertainty as to future taxable income, realization of the deferred tax assets is limited to the anticipated reversal of certain deferred tax liabilities. Management determined that there were insufficient federal and state deferred tax liabilities to offset all of the federal and state deferred tax assets at December 31, 2021 and 2020. Therefore, management believes it is more-likely-than-not A reconciliation of the Company’s gross unrecognized tax benefits as of December 31, 2021 and 2020 is as follows (dollars in thousands): 2021 2020 Balance at beginning of year $ 111 $ — Increases to prior positions 204 104 Decreases to prior positions — — Increases for current year positions 141 7 Balance at end of year $ 456 $ 111 As of December 31, 2021, the Company had $0.5 million of gross unrecognized tax benefits related to state income taxes and research tax credits. The unrecognized tax benefits of $0.1 million as of December 31, 2021, would, if recognized, affect the effective tax rate. Although it is possible that the amount of unrecognized tax benefits with respect to the uncertain tax positions will increase or decrease in the next 12 months, the Company does not expect material changes. The Company recognized insignificant amounts of interest expense as a component of income tax expense during the years ended December 31, 2021 and 2020. The income tax related accrued interest amounts were also insignificant as of December 31, 2021 and 2020, respectively. On March 27, 2020, the CARES Act was enacted and signed into law. The CARES Act contains certain income tax relief provisions, including a modification to the limitation of business interest expense for tax years beginning in 2019 and 2020. In addition, the CARES Act permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021, and allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five | NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Net operating loss carryforward $ 30,182 Startup/Organizational expenses 1,304,155 Total deferred tax assets 1,334,337 Valuation allowance (1,334,337 ) Deferred tax assets, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred (1,334,337 ) State Current $ — Deferred — Change in valuation allowance 1,334,337 Income tax provision $ — As of December 31, 2021, the Company had $143,723 in U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 14, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $1,334,337. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 Chang in fair value of warrant liabilities 12.2 Transaction costs allocated to warrant liabilities (2.4 ) Compensation expense—warrants (5.5 ) Change in valuation allowance (25.3 ) Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS At December 31, 2021, assets held in the Trust Account were comprised of $253,788,923 in cash. Through December 31, 2021, the Company withdrew no interest earned on the Trust. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description December 31, Quoted Prices Significant Significant Liabilities: Warrant Liability—Public Warrants $ 6,756,519 $ 6,756,519 $ — $ — Warrant Liability—Private Placement Warrants $ 9,549,874 $ — $ — $ 9,549,874 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Black Scholes Model was used in estimating the fair value of the Public Warrants for periods prior to their detachment and where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows: January 12, 2021 (Initial Measurement) December 31, 2021 Input Public Private Private Warrants Stock Price $ 10.00 $ 9.59 $ 10.25 Exercise Price $ 11.50 $ 11.50 $ 11.50 Volatility 26.9 % 26.0 % 23.0 % Term (years) 5.00 5.00 5.00 Dividend Yield 0.00 % 0.00 % 0.00 % Risk Free Rate 1.21 % 1.21 % 1.26 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 14, 2021 (inception) $ — $ — $ — Initial measurement on March 9, 2021 (Initial Public Offering) 9,027,379 10,340,965 19,368,344 Change in fair value 522,495 (253,766 ) 268,729 Transfer to Level 1 — (10,087,199 ) (10,087,199 ) Fair value as of December 31, 2021 $ 9,549,874 $ — $ 9,549,874 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from January 14, 2021 (inception) through December 31, 2021 was $10,087,199. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
401(k) Savings Plan | Note 18 401(k) Savings Plan The Company maintains a 401(k) savings plan for the benefit of its employees. Employees can defer up to 90% of their compensation subject to fixed annual limits. All current employees are eligible to participate in the 401(k) savings plan. Beginning January 2021, the Company began matching contributions to the 401(k) savings plan equal to 100% of the first 4% of wages deferred by each participating employee. The Company incurred expenses for employer matching contributions of approximately $1.1 million and $0 million for the years ended December 31, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 19 Subsequent Events Subsequent events are events or transactions that occur after the balance sheet date, but before the consolidated financial statements are available to be issued. The Company recognizes in the consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the consolidated balance sheet, including the estimates inherent in the process of preparing the consolidated financial statements. The Company’s consolidated financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the consolidated balance sheet but arose after the consolidated balance sheet date and before the consolidated financial statements were available to be issued. Closing of the Merger and Related Transactions On January 5, 2022, (the “Closing Date”), the Company consummated the previously announced mergers contemplated by the Merger Agreement, dated as of June 7, 2021 (the “Agreement”). In connection with the closing of the Business Combination, VPC Impact Acquisition Holdings III, Inc. (“VPCC”) changed its name to “Dave Inc.,” and the surviving entity operates under the name “Dave Operating LLC” (“Surviving Entity”). Holders of 21,417,767 shares of VPCC common stock exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from VPCC’s initial public offering, which was approximately $10.00 per share, or approximately $224.2 million. Upon consummation of the Business Combination, the following occurred: • Each non-redeemed outstanding share of VPCC common stock was converted into one share of Class A common stock of the Surviving Entity. • Each outstanding share of Legacy Dave’s Preferred Stock converted into Legacy Dave’s Common Stock. • The 2019 Convertible Notes, which had an aggregate principal amount of approximately $0.7 million, and $0.03 accrued interest were converted into approximately 225,331 fully vested shares of Legacy Dave’s Common Stock. • All of the call options related to the Loans to Stockholders were exercised, settling the derivative asset on Loans to Stockholders of $35.3 million and the contra-equity Loans to Stockholders of $15.2 million with additional-paid-in-capital (“APIC”) being the offsetting entry. The holders of Legacy Dave’s Common Stock and stock options to purchase Legacy Dave’s Common Stock pursuant to the 2017 Plan, received aggregate merger consideration with an implied value of $3,500.0 million (the “Equity Value”), consisting of a number of shares of Class A common stock of the Surviving Entity, par value $0.0001 per share and shares of Class V common stock of the Surviving Entity, par value $0.0001 per share, with each deemed to have a value of $10.00 per share, equal to the Equity Value divided by $10.00. At closing, VPCC transaction costs of $20.1 million were paid, which reduced the proceeds from VPCC and reduced APIC. Additionally, the Company had incurred $5.1 million of transactions costs, which were capitalized and included within deferred issuance costs in the consolidated balance sheet for the years ended December 31, 2021, and reduced APIC at closing. Legacy Dave is deemed the accounting predecessor and the combined entity is the successor registrant with the U.S. Securities and Exchange Commission (“SEC”), meaning that Legacy Dave’s consolidated financial statements for previous periods are to be disclosed in the registrant’s future periodic reports filed with the SEC. While the legal acquirer in the Merger Agreement is VPCC, for financial accounting and reporting purposes under U.S. GAAP, Legacy Dave is the accounting acquirer and the Business Combination is accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial statements of Legacy Dave in many respects. Under this method of accounting VPCC is treated as the “acquired” company for financial reporting purposes. For accounting purposes, Legacy Dave is deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Legacy Dave (i.e., a capital transaction involving the issuance of stock by VPCC for Legacy Dave Capital Stock). Accordingly, the consolidated assets, liabilities, and results of operations of Legacy Dave will become the historical consolidated financial statements of the combined company, and VPCC’s assets, liabilities and results of operations have been consolidated with Legacy Dave beginning on the Closing Date. Operations prior to the Business Combination will be presented as those of Legacy Dave in future reports. The net assets of VPCC are recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded. PIPE Investment Concurrently with the Agreement, VPCC entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, the PIPE Investors agreed to purchase an aggregate of 21,000,000 shares of the VPCC’s Class A common stock in a private placement for a purchase price of $10.00 per share, or an aggregate of $210.0 million in gross cash proceeds. On August 17, 2021, VPCC entered into an amendment to the Subscription Agreement it previously entered into with Alameda Research, in connection with the proposed Business Combination with Legacy Dave. The amendment called for a $15.0 million pre-funding of Alameda Research’s PIPE Investment, which was facilitated through the issuance of a promissory note by Legacy Dave to Alameda Research. Legacy Dave’s obligations to repay the principal amount of such promissory note were discharged through the issuance to Alameda Research of 1.5 million shares of Dave at the Closing of the Business Combination. The closing of the private placement occurred immediately prior to the Closing Date. Repurchase Agreement Concurrently with the execution of the Agreement, VPCC, Legacy Dave, Jason Wilk, Legacy’s Dave’s Chief Executive Officer, and Kyle Beilman, Legacy Dave’s Chief Financial Officer (collectively, the “Selling Holders”), into a repurchase agreement, pursuant to which, among other things, the Legacy Dave agreed to repurchase a certain number of shares of Legacy Dave’s Common Stock from the Selling Holders (including shares of Dave Class V common stock issued to Mr. Wilk), at a purchase price of $10.00 per share, on the business day immediately following the effective time of the Business Combination. The repurchases were contingent on the amount of Available Cash (as defined in the Agreement) being in excess of $300.0 million. Since Available Cash did not exceed $300.0 million, there were no repurchases. Contingent Share Agreement Pursuant to the terms of an agreement with certain holders of VPCC Class B common stock (the “Founder Holders”), the Founder Holders agreed to forfeit an aggregate of 951,622 shares of VPCC Class B common stock (“Founder Holder Contingent Closing Shares”) if net percentage of shares redeemed by VPCC holders exceeded 20% of the VPCC Class A common stock held by VPCC stockholders as of the date of the Agreement. As the net redemption exceeded 20%, all 951,622, or 100% of the Founder Holder Contingent Closing Shares were forfeited. Earnout Agreement Up to 1,586,037 shares of Legacy Dave Class A Common Stock held by the Founder Holders (the “Founder Holder Earnout Shares”) received upon conversion of an equal number of shares of VPCC’s Class B common stock are subject to forfeiture if certain market vesting conditions are not met. The Founder Holder Earnout Shares will be recognized at fair value upon the closing of the Business Combination and classified in stockholders’ equity. Because the Business Combination is accounted for as a reverse recapitalization, the issuance of the Founder Holder Earnout Shares will be treated as a deemed dividend and since Dave does not have retained earnings, the issuance will be recorded within APIC and have a net nil impact on APIC. Dave determined the fair value of the Founder Holder Earnout Shares to be approximately $12.1 million based on a valuation using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free rate, and volatility. Settlement of Other Agreement s On January 27, 2021, Legacy Dave issued warrants contemporaneously with a debt facility. The warrants vest and become exercisable based on Legacy Dave’s aggregated draw on the debt facility in incremental $10.0 million tranches and terminate upon the earliest to occur of (i) the fifth On March 3, 2021, Legacy Dave issued stock options to a certain executive, with a vesting schedule subject to certain conditions. The value of the stock options was estimated using a Monte Carlo simulation. This model requires the input of certain assumptions, including the risk-free interest rate, volatility, dividend yield and expected life. The options were granted in nine tranches each of which contain service, market and performance conditions. Vesting commenced on the grant date. On the date of the Business Combination, there is a cumulative expense for the amount vested between the grant date and the date of the Business Combination. The cumulative stock-based compensation expense as of the date of the Business Combination was approximately $1.9 million. On January 3, 2022, Legacy Dave entered into an agreement with a certain executive to transfer and sell shares of Legacy Dave Common Stock to Legacy Dave. A total of 146,565 shares of Legacy Dave’s Common Stock were repurchased for an aggregate purchase amount of $1.6 million. Upon the consummation of the Business Combination, the 2017 Plan was terminated and replaced by the Dave Inc. 2021 Equity Incentive Plan. Convertible Note Purchase Agreement and White Label Services Agreement On March 21, 2022, the Company entered into a Convertible Note Purchase Agreement (“Purchase Agreement”) with FTX Ventures Ltd. (“FTX Ventures”), pursuant to which the Company sold and issued a convertible note in the initial principal amount of $100.0 million (the “Note” and the transactions contemplated by the Purchase Agreement and the Note, the “Transaction”). The Note bears interest at a fixed rate of 3.00% per year (compounded semi-annually). Interest may be paid in-kind or in cash, at the Company’s option. Forty-eight On March 21, 2022, the Company also entered into a White Label Services Agreement (the “Services Agreement”) with West Realm Shire Services, Inc., d/b/a FTX US (“FTX US”). The Services Agreement allows the Company’s customers to establish accounts with FTX US to place orders through the Company’s platform for eligible cryptocurrencies and for the settlement of such orders. During the four-year term of the Services Agreement, FTX US will be the Company’s exclusive provider of such cryptocurrency services. The Company has evaluated subsequent events through March 25, 2022, the date the consolidated financial statements were available to be issued as approved by management. The Company is not aware of any other significant events that occurred subsequent to the consolidated balance sheet date that would have a significant impact on its consolidated financial statements other than what is disclosed above. | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described in these financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 5, 2022 the Company completed its Business Combination with Legacy Dave. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported revenues and expenses incurred during the reporting periods. The Company’s estimates are based on its historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company’s critical accounting estimates and assumptions are evaluated on an ongoing basis including those related to the: (i) allowance for unrecoverable advances; (ii) realization of tax assets and estimates of tax liabilities; (iii) valuation of equity securities; (iv) fair value of derivatives; and (v) valuation of note payable and warrant liabilities. Actual results may differ from these estimates under different assumptions or conditions. | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to were charged to temporary equity upon the completion of the Initial Public Offering, and | |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 25,376,598 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 253,765,980 Less: Proceeds allocated to Public Warrants (10,340,965 ) Class A common stock issuance costs (13,786,000 ) Plus: Accretion of carrying value to redemption value 24,126,965 Class A common stock subject to possible redemption $ 253,765,980 | |
Income Taxes | Income Taxes The Company follows ASC 740, Income Taxes enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not more-likely-than-not, more-likely-than-not The Company’s policy is to recognize interest expense and penalties accrued on any unrecognized tax benefits as a component of income tax expense within the statement of operations. The Company recognized approximately $0.004 million and $0.003 million of interest expense and penalties as a component of income tax expense during the years ended December 31, 2021 and 2020, respectively. There was approximately $0.007 million and $0.003 million of accrued interest expense and penalties as of December 31, 2021 and 2020, respectively. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss per Common Share | Net Loss Per Share Attributable to Stockholders The Company has five classes of participating securities (Series A preferred stock, par value $0.000001 per share (“Series A Preferred Shares”), Series B-1 B-1 B-2 B-2 B-1 two-class two-class two-class Basic net loss attributable to holders of Common Stock per share is calculated by dividing net loss attributable to holders of Common Stock by the weighted-average number of shares outstanding, excluding shares issued in relation to unvested RSAs and vested early exercise options funded by non-recourse Related-Party Transactions Diluted net loss per share attributable to holders of Common Stock adjusts the basic net loss per share attributable to stockholders and the weighted-average number of shares outstanding for the potentially dilutive impact of stock options, warrants, and restricted stock using the treasury stock method and convertible preferred stock using the as-if-converted The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to holders of Common Stock (in thousands, except share data): For the Year Ended 2021 2020 Numerator Net loss $ (19,993 ) $ (6,957 ) Less: noncumulative dividend to convertible preferred stockholders — — Less: undistributed earnings to participating securities — — Net loss attributed to common stockholders—basic (19,993 ) (6,957 ) Add: undistributed earnings reallocated to common stockholders — — Net loss attributed to common stockholders—diluted $ (19,993 ) $ (6,957 ) Denominator Weighted-average shares of common stock—basic 100,839,231 90,986,048 Dilutive effect of equity incentive awards — — Weighted-average shares of common stock—diluted 100,839,231 90,986,048 Net loss per share Basic $ (0.20 ) $ (0.08 ) Diluted $ (0.20 ) $ (0.08 ) The following potentially dilutive shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: For the Year Ended December 31, 2021 2020 Equity incentive awards 25,627,159 23,352,837 Convertible preferred stock 150,534,600 150,534,600 Series B-1 warrants 1,664,394 — Total 177,826,153 173,887,437 | Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,444,364 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the period presented. The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): For the Period from January 14, Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (4,095,639 ) $ (1,174,025 ) Denominator: Basic and diluted weighted average common shares outstanding 21,782,802 6,244,094 Basic and diluted net loss per common share $ (0.19 ) $ (0.19 ) |
Concentration of Credit Risk | Concentration of Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, principally consist of cash and cash equivalents, restricted cash, Member cash advances, and accounts receivable. The Company’s cash and cash equivalents and restricted cash in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits were approximately $31.9 million and $4.6 million at December 31, 2021 and 2020, respectively. The Company’s payment processors also collect cash on the Company’s behalf and will hold these cash balances temporarily until they are settled the next business day. Also, the Company does not believe its marketable securities are exposed to any significant credit risk due to the quality and nature of the securities in which the money is held. Pursuant to the Company’s internal investment policy, investments must be rated A-1/P-1 No Member individually exceeded 10% or more of the Company’s Member cash advances balances as of December 31, 2021 and 2020. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurement • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 8,226 $ — $ — $ 8,226 Derivative asset on loans to stockholders — — 35,253 35,253 Total assets $ 8,226 $ — $ 35,253 $ 43,479 Liabilities Warrant liability $ — $ — $ 3,726 $ 3,726 Note payable — — 15,051 15,051 Total liabilities $ — $ — $ 18,777 $ 18,777 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 17,666 $ — $ — $ 17,666 Derivative asset on loans to stockholders — — 457 457 Total assets $ 17,666 $ — $ 457 $ 18,123 The Company had no assets and liabilities measured at fair value on a non-recurring The Company also has financial instruments not measured at fair value. The Company has evaluated cash and cash equivalents, Member advances, restricted cash, accounts payable, and accrued expenses, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The fair value of the credit facility, debt facility, convertible debt, and line of credit approximate their carrying values. Marketable Securities: The Company evaluated the quoted market prices in active markets for its marketable securities and has classified its securities as Level 1. The Company’s investments in marketable securities are exposed to price fluctuations. The fair value measurements for the securities are based upon the quoted prices of similar items in active markets multiplied by the number of securities owned. Derivatives: Derivative Asset Related to Loans to Stockholders In relation to certain loans to stockholders, the Company purchased call options which grant the Company the right to acquire a fixed number of the Company’s common stock, par value $0.000001 per share (“Common Stock”), held by such stockholders over the exercise period (four years). However, the exercise price per share is not fixed. The approximate $3.273 exercise price per share increases by a nominal amount of approximately $0.005 for each month that lapses from the call option issuance date. As of December 31, 2021, the exercise price per share was approximately $3.424. The Company understands that this variability in the exercise price of the call option is tied to the passage of time, which is not an input to the fair value of the Company’s shares per ASC 815. Therefore, the Company does not believe the call option meets the scope exception under ASC 815. As the scope exception is not met, the call option is accounted for as a derivative instrument. Accordingly, the call option is measured at fair value and presented as a derivative asset on loans to stockholders on the Company’s consolidated balance sheets. Interest earned on the non-recourse Subsequent Events A roll-forward of the Level 3 derivative asset on loans to stockholders is as follows (in thousands): Opening value at January 1, 2020 $ 457 Change in fair value during the year — Ending value at December 31, 2020 457 Amendment to loan to stockholder 5 Change in fair value during the year 34,791 Ending value at December 31, 2021 $ 35,253 For the year ended December 31, 2021, the Company used a probability-weighted expected return method (“PWERM”) to weight the indicated call options value determined under the binomial option pricing model to determine the fair value of the call options. The increase in the fair value of the derivative asset on loans to stockholders for the year ended December 31, 2021, was primarily due to the increase in the fair value of Common Stock due to the Company’s progress towards completing the SPAC merger. The following table presents the assumptions used to value the call options for the year ended December 31, 2021: Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years For the year ended December 31, 2020, the Company used a binomial option pricing model to determine the fair value of the call option. The following table presents the assumptions used to value the call options for the year ended December 31 2020: Expected volatility 61.5 % Risk-free interest rate 0.2 % Remaining term 3.0 Years Warrant Liability Related to Debt Facility: As discussed further in Note 11 Debt and Credit Facility A roll-forward of the Level 3 warrant liability is as follows (in thousands): Opening value at January 1, 2021 $ — Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 $ 3,726 The Company used a PWERM to weight the indicated warrant liability value determined under the binomial option pricing model to determine the fair value of the warrant liability. The following table presents the assumptions used to value the warrant liability for the period year ended December 31, 2021: Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years Note Payable: As discussed in Note 10 Note Payable 825-10. 815-15-25-1 A roll-forward of the Level 3 promissory note is as follows (in thousands): Opening value at January 1, 2021 $ — Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 $ 3,726 Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years Opening value at January 1, 2021 $ — Fair value at issuance 14,608 Change in fair value during the year 443 Ending value at December 31, 2021 $ 15,051 The Company used a market yield approach to determine the fair value of the promissory note. The market yield assumption used to estimate the fair value of the promissory note as of December 31, 2021, was 3.60%. There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of December 31, 2021 and 2020. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 10). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash | |
Recent Accounting Standards | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13”). 2016-13 held-to 2016-13, year beginning after December 15, 2019. In February 2020, the FASB issued an amendment providing a description of the measurement process for current expected credit losses. Early adoption is permitted. The Company plans to adopt the standard on January 1, 2023, provided it remains an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12”), 2019-12 2019-12 In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) 815-40): Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). in ASU 2020-06 simplifies the ASU 2020-06 also 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity if-converted in ASU 2020-06 are In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), 815-40), Recently Adopted Accounting Pronouncements: In October 2020, the FASB issued ASU 2020-10, Codification Improvements | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Revenue Recognition | Revenue Recognition Service Based Revenue, Net: Service based revenue, net primarily consists of tips, express processing fees, and subscriptions charged to Members, net of processor costs associated with advance disbursements. Member advances are treated as financial receivables under ASC 310 Receivables (“ASC 310”). The Company encourages but does not contractually require its Members who receive a cash advance to leave a discretionary tip. The Company treats tips as an adjustment of yield to the advances and are recognized over the average term of advances. Express processing fees apply when a Member requests an expedited cash advance. At the Member’s election, the Company expedites the funding of advance funds within eight hours, as opposed to the customary three business days, of the advance request. Express processing fees are nonrefundable loan origination fees and are recognized as revenues over the expected contractual term of the advance. Costs incurred by the Company to fund cash advances are treated as direct loan origination costs. These direct loan origination costs are netted against advance-related income over the expected contractual term of the advance. Direct origination costs recognized as a reduction of advance-related income during the years ended December 31, 2021 and 2020, was $3.8 million and $3.6 million, respectively. The Company accounts for subscriptions in accordance with ASC 606, Revenue from Contracts with Customers ASC 606 that significantly affects the determination of the amount and timing of revenue from contracts with the Company’s Members. Sources of revenue from contracts with Members that are in the scope of ASC 606 include subscription fees, lead generation fees and reward program fees. Subscription fees of $1 are received on a monthly basis from Members who subscribe to the Company’s application. The Company continually fulfills its obligation to each Member over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The Company recognizes revenue ratably as the Member receives and consumes the benefits of the platform throughout the contract period. Price concessions granted to Members who have insufficient funds when subscription fees are due are forms of variable consideration under the Company’s contracts with Members. For price concessions, the Company has elected, as an accounting policy, to account for price concessions for the month at the end of the reporting month based on the actual amount of concessions granted as the impact. Service based revenue also consists of lead generation fees from the Company’s Side Hustle advertising partners. The Company is entitled to receive these lead generation fees when Members of the application sign up for jobs with the Company’s various partners. Lead generation contracts contain a single performance obligation. Lead generation revenue is recognized at a point in time upon satisfaction and completion of the single performance obligation. The Company also receives cash monthly as part of a rewards program for those Dave debit card Members who choose to spend funds with selected vendors. The cash received by the Company is recorded as unearned revenue and recognized as revenue as the subscription credits are earned by the Members. Transaction Based Revenue, Net: Transaction based revenue, net primarily consists of interchange and ATM revenues from Dave’s Checking Product, net of ATM-related ATM-related | |
Processing and Servicing Fees | Processing and Servicing Fees Processor fees consist of fees paid to the Company’s processors for the recovery of advances, tips, processing fees, and subscriptions. These expenses also include fees paid for services to connect Member’s bank accounts to the Company’s application. Except for processing and service fees associated with advance disbursements, which are recorded net against revenue, all other processing and service fees are expensed as incurred. | |
Restricted Cash | Restricted Cash Restricted cash primarily represents cash held at financial institutions that is pledged as collateral for specific accounts that may become overdrawn. | |
Marketable Securities | Marketable Securities Marketable securities consist of a money market mutual fund. The fair value of marketable securities is determined by quoted prices in active markets and changes in fair value are recorded in other (income) expense in the consolidated statements of operations. | |
Member Advances | Member Advances Member advances include non-recourse Advances to Members are not interest-bearing. The Company recognizes these advances at the advanced amount and does not use discounting techniques to determine present value of advances due to their short-term average maturity. The consequent discount impact under the imputed interest rate method does not result in a significant impact to the consolidated financial statements. The Company does not provide modifications to advances. | |
Allowance for Unrecoverable Advances | Allowance for Unrecoverable Advances The Company maintains an allowance for unrecoverable advances at a level estimated to be adequate to absorb credit losses inherent in the outstanding Member advances. Management currently estimates the allowance balance required using historical loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors. Interpretations of the nature and volume of the portfolio and projections of future economic conditions involve a high degree of subjectivity. Changes to the allowance have a direct impact on the provision for unrecoverable advances in the consolidated statements of operations. The Company considers advances over 120 days past due or which become uncollectible based on information available to the Company as impaired. All impaired advances are deemed uncollectible and subsequently written-off written-off, | |
Internally Developed Software | Internally Developed Software Internally developed software is capitalized when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs consist of salaries and other compensation costs for employees incurred for time spent on upgrades and enhancements to add functionality to the software and fees paid to third-party consultants who are directly involved in development efforts. These capitalized costs are included on the consolidated balance sheets as intangible assets, net. Other costs are expensed as incurred and included within other operating expenses in the consolidated statements of operations. Capitalized costs for the years ended December 31, 2021 and 2020, were approximately $6.1 million and $4.0 million, respectively. Amortization of internally developed software commences when the software is ready for its intended use (i.e., after all substantial testing is complete). Internally developed software is amortized over its estimated useful life of 3 years. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are recorded at cost and depreciated over the estimated useful lives ranging from 3 to 7 years using the straight-line method. Maintenance and repair costs are charged to operations as incurred and included within other operating expenses in the consolidated statements of operations. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets, primarily property and equipment and amortizable intangible assets, whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. If the sum of the expected undiscounted future cash flows from an asset is less than the carrying amount of the asset, the Company estimates the fair value of the assets. The Company measures the loss as the amount by which the carrying amount exceeds its fair value calculated using the present value of estimated net future cash flows. | |
Fair Value of Common Stock | Fair Value of Common Stock The Company is required to estimate the fair value of the Common Stock underlying the Company’s stock-based awards. The fair value of the Common Stock underlying the Company’s stock-based awards has been determined, in each case, based on a valuation model as discussed further below, and was approved by the Company’s Board of Directors. The Company’s Board of Directors intends all stock options granted to be exercisable at a price per share not less than the fair value per share of the ordinary share underlying those stock options on the date of grant. In the absence of a public market for the Common Stock, the valuation of the Common Stock has been determined using a market approach, income approach, and subject company transaction method. The allocation of equity value was determined using the option pricing method. The valuation was performed in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The Company considered various objective and subjective factors to determine the fair value of its Common Stock as of each grant date, including: • Historical financial performance; • The Company’s business strategy; • Industry information, such as external market conditions and trends; • Lack of marketability of the Common Stock; • Likelihood of achieving a liquidity event, such as an initial public offering, special-purpose acquisition company (“SPAC”) merger, or strategic sale given prevailing market conditions and the nature and history of the Company’s business; • Prices, privileges, powers, preferences, and rights of our convertible preferred stock relative to those of the Common Stock; • Forecasted cash flow projections for the Company; • Illiquidity of stock-based awards involving securities in a private company; and • Macroeconomic conditions. The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. The probability of a liquidity event and the derived discount rate are significant assumptions used to estimate the fair value of the Common Stock. If the Company had used different assumptions or estimates, the fair value of the Common Stock and the Company’s stock-based compensation expense could have been materially different. The Company’s estimated fair value of its Common Stock was $0.981 per share as of August 30, 2020 (“August 2020 Valuation”). The August 2020 Valuation utilized the income and market approaches in estimating the fair value. In 2021, the Company’s management team contemplated a SPAC merger (refer to Note 19 Subsequent Events | |
Leases | Leases ASC 842, Leases right-of-use Right-of-use Right-of-use The Company leases office space under three separate leases, all of which are considered operating leases. One lease includes the option to renew and the exercise of the renewal option is at the Company’s sole discretion. Options to extend or terminate a lease are considered as part of calculating the lease term to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Covenants imposed by the leases include letters of credit required to be obtained by the lessee. The incremental borrowing rate (“IBR”) represents the rate of interest the Company would expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. When determinable, the Company uses the rate implicit in the lease to determine the present value of lease payments. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. | |
Loans to Stockholders | Loans to Stockholders In 2019, the Company entered into loan, pledge, and option agreements with various employees, who are also stockholders, to provide those employees cash in exchange for non-recourse Company recorded each note as a reduction to shareholders’ equity and will do so until it is repaid, or the associated call option is exercised and the Company reacquires the collateralized shares. Interest earned and accrued on the notes also increases this contra-equity account balance. | |
Stock-Based Compensation | Stock-Based Compensation Stock Option Awards: ASC 718, Compensation-Stock Compensation Restricted Stock Awards: Restricted stock awards (“RSAs”) are valued on the grant date and the fair value of the RSAs is equal to the estimated fair value of the Company’s Common Stock on the grant date. This compensation cost is recognized over the requisite service period. When the requisite service period begins prior to the grant date (because the service inception date occurs prior to the grant date), the Company is required to begin recognizing compensation cost before there is a measurement date (i.e., the grant date). The service inception date is the beginning of the requisite service period. If the service inception date precedes the grant date, accrual of compensation cost for periods before the grant date shall be based on the fair value of the award at the reporting date. In the period in which the grant is approved, cumulative compensation cost is adjusted to reflect the cumulative effect of the compensation cost based on fair value at the grant date rather than the service inception date. The Company recognizes forfeitures as they occur. RSAs Issued to Non-Employees: The Company issues shares of restricted stock to consultants for various advisory and consulting-related services. The Company recognized this expense, measured as the estimated value of the shares issued, as a component of stock-based compensation expense, presented within compensation and benefits in the consolidated statements of operations. | |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2021 and 2020, were approximately $45.6 million and $35.9 million, respectively, and is presented within advertising and marketing in the consolidated statements of operations. | |
Segment Information | Segment Information The Company determines its operating segments based on how its chief operating decision makers manage operations, make operating decisions, and evaluate operating performance. The Company has determined that the Chief Operating Decision Maker (“CODM”) is a joint role shared by the Chief Executive Officer and Chief Financial Officer. Based upon the way the CODM reviews financial information and makes operating decisions and considering that the CODM reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance, the service-based and transaction-based operations constitute a single operating segment and one reportable segment. |
Business and Basis of Present_2
Business and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Variable Interest Entities | Assets Cash and cash equivalents $ 26,239 Member advances, net of allowance for unrecoverable advances of $1,315 as of December 31, 2021 35,835 Debt and credit facility commitment fee, current 470 Debt facility commitment fee, long-term 131 Total assets $ 62,675 Liabilities Accounts payable $ 411 Debt facility 35,000 Credit facility 20,000 Other current liability 400 Warrant liability 3,726 Total liabilities $ 59,537 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Assets [Abstract] | ||
Schedule of Reconciliation of common stock reflected in the balance sheet | At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 253,765,980 Less: Proceeds allocated to Public Warrants (10,340,965 ) Class A common stock issuance costs (13,786,000 ) Plus: Accretion of carrying value to redemption value 24,126,965 Class A common stock subject to possible redemption $ 253,765,980 | |
Schedule of Earnings Per Share Basic And Diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to holders of Common Stock (in thousands, except share data): For the Year Ended 2021 2020 Numerator Net loss $ (19,993 ) $ (6,957 ) Less: noncumulative dividend to convertible preferred stockholders — — Less: undistributed earnings to participating securities — — Net loss attributed to common stockholders—basic (19,993 ) (6,957 ) Add: undistributed earnings reallocated to common stockholders — — Net loss attributed to common stockholders—diluted $ (19,993 ) $ (6,957 ) Denominator Weighted-average shares of common stock—basic 100,839,231 90,986,048 Dilutive effect of equity incentive awards — — Weighted-average shares of common stock—diluted 100,839,231 90,986,048 Net loss per share Basic $ (0.20 ) $ (0.08 ) Diluted $ (0.20 ) $ (0.08 ) | The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): For the Period from January 14, Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (4,095,639 ) $ (1,174,025 ) Denominator: Basic and diluted weighted average common shares outstanding 21,782,802 6,244,094 Basic and diluted net loss per common share $ (0.19 ) $ (0.19 ) |
Summary of assets and liabilities measured at fair value on a recurring basis | Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 8,226 $ — $ — $ 8,226 Derivative asset on loans to stockholders — — 35,253 35,253 Total assets $ 8,226 $ — $ 35,253 $ 43,479 Liabilities Warrant liability $ — $ — $ 3,726 $ 3,726 Note payable — — 15,051 15,051 Total liabilities $ — $ — $ 18,777 $ 18,777 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 17,666 $ — $ — $ 17,666 Derivative asset on loans to stockholders — — 457 457 Total assets $ 17,666 $ — $ 457 $ 18,123 | |
Summary of fair value of the derivative asset and liability | The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows: January 12, 2021 (Initial Measurement) December 31, 2021 Input Public Private Private Warrants Stock Price $ 10.00 $ 9.59 $ 10.25 Exercise Price $ 11.50 $ 11.50 $ 11.50 Volatility 26.9 % 26.0 % 23.0 % Term (years) 5.00 5.00 5.00 Dividend Yield 0.00 % 0.00 % 0.00 % Risk Free Rate 1.21 % 1.21 % 1.26 % | |
Summary of computation of diluted net loss (income) per share | The following potentially dilutive shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: For the Year Ended December 31, 2021 2020 Equity incentive awards 25,627,159 23,352,837 Convertible preferred stock 150,534,600 150,534,600 Series B-1 warrants 1,664,394 — Total 177,826,153 173,887,437 | |
Derivative Liability [Member] | ||
Assets [Abstract] | ||
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 warrant liability is as follows (in thousands): Opening value at January 1, 2021 $ — Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 $ 3,726 | |
Summary of fair value of the derivative asset and liability | The following table presents the assumptions used to value the warrant liability for the period year ended December 31, 2021: Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years | |
Derivative Asset [Member] | ||
Assets [Abstract] | ||
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 derivative asset on loans to stockholders is as follows (in thousands): Opening value at January 1, 2020 $ 457 Change in fair value during the year — Ending value at December 31, 2020 457 Amendment to loan to stockholder 5 Change in fair value during the year 34,791 Ending value at December 31, 2021 $ 35,253 | |
Summary of fair value of the derivative asset and liability | The following table presents the assumptions used to value the call options for the year ended December 31, 2021: Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years For the year ended December 31, 2020, the Company used a binomial option pricing model to determine the fair value of the call option. The following table presents the assumptions used to value the call options for the year ended December 31 2020: Expected volatility 61.5 % Risk-free interest rate 0.2 % Remaining term 3.0 Years | |
Promissory Note [Member] | ||
Assets [Abstract] | ||
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 promissory note is as follows (in thousands): Opening value at January 1, 2021 $ — Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 $ 3,726 Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years Opening value at January 1, 2021 $ — Fair value at issuance 14,608 Change in fair value during the year 443 Ending value at December 31, 2021 $ 15,051 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities | Below is a detail of marketable securities (in thousands): December 31, 2021 December 31, 2020 Marketable securities $ 8,226 $ 17,666 Total $ 8,226 $ 17,666 |
Member Cash Advances, Net (Tabl
Member Cash Advances, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of Member Cash Advances, Net | Below is a detail of Member cash advances, net as of December 31, 2021 (in thousands): Days From Origination Gross Member Allowance for Member Advances, Net 1-10 $ 39,910 $ (1,313 ) $ 38,597 11-30 8,111 (2,084 ) 6,027 31-60 4,781 (2,652 ) 2,129 61-90 3,986 (2,735 ) 1,251 91-120 4,220 (3,211 ) 1,009 Total $ 61,008 $ (11,995 ) $ 49,013 Below is a detail of Member cash advances, net as of December 31, 2020 (in thousands): Days From Origination Gross Member Allowance for Member 1-10 $ 27,948 $ (1,367 ) $ 26,581 11-30 8,380 (1,205 ) 7,175 31-60 5,489 (3,009 ) 2,480 61-90 6,088 (4,284 ) 1,804 91-120 3,419 (2,715 ) 704 Total $ 51,324 $ (12,580 ) $ 38,744 |
Summary of Allowance for Unrecoverable Advances | The roll-forward of the allowance for unrecoverable advances is as follows (in thousands): Opening allowance balance at January 1, 2020 $ 9,355 Plus: provision for unrecoverable advances 25,539 Less: amounts written-off (22,314 ) Ending allowance balance at December 31, 2020 $ 12,580 Plus: provision for unrecoverable advances 32,174 Less: amounts written-off (32,759 ) Ending allowance balance at December 31, 2021 $ 11,995 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Computer equipment $ 664 $ 289 Leasehold improvements 384 427 Furniture and fixtures 14 14 Total property and equipment 1,062 730 Less: accumulated depreciation (377 ) (214 ) Property and equipment, net $ 685 $ 516 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The Company’s Intangible assets, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Weighted Gross Carrying Accumulated Net Book Value Gross Carrying Accumulated Net Book Value Internally developed software 3.0 Years $ 13,109 $ (5,342 ) $ 7,767 $ 7,002 $ (2,587 ) $ 4,415 Domain name 15.0 Years 121 (39 ) 82 121 (31 ) 90 Intangible assets, net $ 13,230 $ (5,381 ) $ 7,849 $ 7,123 $ (2,618 ) $ 4,505 |
Summary of Estimated Amortization Expenses | The future estimated amortization expenses as of December 31, 2021, were as follows (in thousands): 2022 $ 3,658 2023 2,851 2024 1,282 2025 8 2026 8 Thereafter 42 Total future amortization $ 7,849 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Summary of Accrued Expenses | The Company’s Accrued expenses consisted of the following (dollars in thousands): December 31, 2021 December 31, 2020 Accrued charitable contributions $ 7,164 $ 3,364 Accrued compensation 1,522 875 Sales tax payable 1,208 991 Accrued professional and program fees 2,163 94 Other 988 — Total $ 13,045 $ 5,324 |
Long-Term Debt Facility (Tables
Long-Term Debt Facility (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows: January 12, 2021 (Initial Measurement) December 31, 2021 Input Public Private Private Warrants Stock Price $ 10.00 $ 9.59 $ 10.25 Exercise Price $ 11.50 $ 11.50 $ 11.50 Volatility 26.9 % 26.0 % 23.0 % Term (years) 5.00 5.00 5.00 Dividend Yield 0.00 % 0.00 % 0.00 % Risk Free Rate 1.21 % 1.21 % 1.26 % | |
Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques | The following table presents the assumptions used to estimate the fair value of the warrants at the issuance date: Expected volatility 55.0% Risk-free interest rate 0.1 - Remaining term 0.6 - 2.9 Years |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Preferred Stock And Stockholders Deficit [Abstract] | |
Schedule Of Convertible Preferred Stock [Table Text Block] | The number of authorized, issued and outstanding stock, liquidation value, and carrying value as of December 31, 2021 and 2020, were as follows: As of December 31, 2021 Authorized Shares Issued Shares Outstanding Liquidation Carrying Value Series A Preferred Shares 133,216,940 133,216,940 133,216,940 $ 130,686 $ 9,881 Series B-1 13,326,050 13,326,050 13,326,050 $ 50,000 $ 49,675 Series B-2 3,991,610 3,991,610 3,991,610 $ 11,981 $ 12,617 Common Stock 290,000,000 105,964,928 104,022,678 $ — $ 0.1 As of December 31, 2020 Authorized Shares Issued Shares Outstanding Liquidation Carrying Value Series A Preferred Shares 133,216,940 133,216,940 133,216,940 $ 130,686 $ 9,881 Series B-1 13,326,050 13,326,050 13,326,050 $ 50,000 $ 49,675 Series B-2 3,991,610 3,991,610 3,991,610 $ 11,981 $ 12,617 Common Stock 290,000,000 103,062,319 100,223,194 $ — $ 0.1 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Leasing Activities | The Company’s leasing activities are as follows (in thousands): For the Year Ended December 31, 2021 2020 Operating lease cost $ 1,424 $ 546 Short-term lease cost 4 — Variable lease cost — — Total lease cost $ 1,428 $ 546 Other information: Cash paid for operating leases $ 1,347 $ 534 Right-of-use assets obtained in exchange for new operating lease liability $ 2,514 $ — Weighted-average remaining lease term - operating lease 2.07 4.19 Weighted-average discount rate - operating lease 10 % 10 % |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease payments as of December 31, 2021, were as follows (in thousands): Year Third-Party Commitment Related-Party Commitment Total 2022 $ 1,770 $ 335 $ 2,105 2023 148 339 487 2024 — 295 295 2025 — 309 309 Thereafter — — — Total minimum lease payments $ 1,918 $ 1,278 $ 3,196 Less: imputed interest (92 ) (214 ) (306 ) Total lease liabilities $ 1,826 $ 1,064 $ 2,890 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options | The following table presents the weighted-average assumptions used to value options granted during the years ended December 31: 2021 2020 Expected term 6.0 years 6.0 years Risk-free interest rate 0.9 % 0.8 % Expected dividend yield 0.0 % 0.0 % Expected volatility 60.7 % 57.0 % |
Summary of Stock Option Activity | Activity with respect to options granted under the 2017 Plan is summarized as follows: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Options outstanding, January 1, 2020 12,273,640 $ 0.38 9.1 $ 6,775 Granted 14,690,130 $ 0.96 Exercised (1,441,795 ) $ 0.18 Forfeited (2,386,363 ) $ 0.59 Expired (110,230 ) $ 0.94 Options outstanding, December 31, 2020 23,025,382 $ 0.74 8.7 $ 5,548 Granted 13,317,662 $ 0.98 Exercised (3,835,468 ) $ 0.47 Forfeited (6,562,003 ) $ 0.91 Expired (318,414 ) $ 0.86 Options outstanding, December 31, 2021 25,627,159 $ 0.86 8.5 $ 288,784 Nonvested options, December 31, 2021 18,424,667 $ 0.95 8.9 $ 205,915 Vested and exercisable, December 31, 2021 5,653,992 $ 0.68 7.7 $ 64,734 |
Chief Executive Officer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options | The following table presents the key inputs and assumptions used to value the options granted to the Chief Executive Officer on the grant date: Expected volatility 40.0 % Risk-free interest rate 1.5 % Remaining term 10.0 Years Expected dividend yield 0.0 % |
Share-based Payment Arrangement, Employee [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Activity with respect to restricted stock activity for employees is summarized as follows: Shares Weighted- Average Grant-Date Fair Value Nonvested shares at January 1, 2020 17,416,710 $ 0.37 Granted — $ — Vested (14,388,585 ) $ 0.26 Forfeited (653,125 ) $ 0.93 Nonvested shares at December 31, 2020 2,375,000 $ 0.93 Granted — $ — Vested (2,375,000 ) $ 0.93 Forfeited — $ — Nonvested shares at December 31, 2021 — $ — |
Share-based Payment Arrangement, Nonemployee [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Activity with respect to non-employee restricted stock activity is summarized as follow: Shares Weighted- Average Grant-Date Fair Value Nonvested shares at January 1, 2020 231,254 $ 0.93 Granted — $ — Vested (226,045 ) $ 0.30 Forfeited — $ — Nonvested shares at December 31, 2020 5,209 $ 0.93 Granted — $ — Vested (5,209 ) $ 0.93 Forfeited — $ — Nonvested shares at December 31, 2021 — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of future minimum rental payments | The following is a schedule of future minimum rental payments as of December 31, 2021, under Company’s sub-lease Year Related-Party Commitment 2022 $ 335 2023 339 2024 295 2025 309 Thereafter — Total minimum lease payments $ 1,278 Less: imputed interest (214 ) Total lease liabilities $ 1,064 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Components of Deferred Tax Assets [Abstract] | ||
Schedule of Company's net deferred tax assets | The major components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020, consists of the following (dollars in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforward $ 14,232 $ — Excess interest expense carryforward 497 — Allowance for Member advances 3,488 3,549 Accrued expenses 1,249 1,138 Accrued compensation 356 345 Lease liability 840 420 Research and development tax credit 2,117 408 Stock-based compensation 355 26 Other 146 20 Total deferred tax assets 23,280 5,906 Deferred tax liabilities: Property and equipment (2,354 ) (1,297 ) Right of use asset (785 ) (389 ) Prepaid expenses (235 ) (153 ) Total deferred tax liabilities (3,374 ) (1,839 ) Total net deferred tax assets before valuation allowance 19,906 4,067 Less: valuation allowance (19,906 ) (4,126 ) Total net deferred tax liabilities $ — $ (59 ) | The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Net operating loss carryforward $ 30,182 Startup/Organizational expenses 1,304,155 Total deferred tax assets 1,334,337 Valuation allowance (1,334,337 ) Deferred tax assets, net of allowance $ — |
Schedule of Income tax provision | The components of income tax expense for the years ended December 31, 2021 and 2020, were as follows (dollars in thousands): 2021 2020 Current: Federal $ 41 $ 19 State 115 104 Total current 156 123 Deferred: Federal (59 ) 22 State — — Total deferred (59 ) 22 Provision for income taxes $ 97 $ 145 | The income tax provision consists of the following: December 31, Federal Current $ — Deferred (1,334,337 ) State Current $ — Deferred — Change in valuation allowance 1,334,337 Income tax provision $ — |
Schedule of Reconciliation of the federal income tax rate | A reconciliation between the Company’s federal statutory tax rate and its effective tax rate for the years ended December 31, 2021 and 2020, is as follows: 2021 2020 Federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 22.2 % 4.8 % Derivative asset 36.7 % 0.0 % Warrant liability -3.8 % 0.0 % Stock-based compensation -2.7 % -4.5 % Penalties -0.1 % -0.8 % Other -0.4 % -0.2 % Research and development tax credit - federal 5.9 % 3.3 % Change in valuation allowance -79.3 % -25.7 % Effective tax rate -0.5 % -2.1 % | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 Chang in fair value of warrant liabilities 12.2 Transaction costs allocated to warrant liabilities (2.4 ) Compensation expense—warrants (5.5 ) Change in valuation allowance (25.3 ) Income tax provision 0.0 % |
Summary of income tax contingencies | A reconciliation of the Company’s gross unrecognized tax benefits as of December 31, 2021 and 2020 is as follows (dollars in thousands): 2021 2020 Balance at beginning of year $ 111 $ — Increases to prior positions 204 104 Decreases to prior positions — — Increases for current year positions 141 7 Balance at end of year $ 456 $ 111 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description December 31, Quoted Prices Significant Significant Liabilities: Warrant Liability—Public Warrants $ 6,756,519 $ 6,756,519 $ — $ — Warrant Liability—Private Placement Warrants $ 9,549,874 $ — $ — $ 9,549,874 |
Summary of public warrants and the black-scholes-merton model | The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows: January 12, 2021 (Initial Measurement) December 31, 2021 Input Public Private Private Warrants Stock Price $ 10.00 $ 9.59 $ 10.25 Exercise Price $ 11.50 $ 11.50 $ 11.50 Volatility 26.9 % 26.0 % 23.0 % Term (years) 5.00 5.00 5.00 Dividend Yield 0.00 % 0.00 % 0.00 % Risk Free Rate 1.21 % 1.21 % 1.26 % |
Summary of changes in fair value of the warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 14, 2021 (inception) $ — $ — $ — Initial measurement on March 9, 2021 (Initial Public Offering) 9,027,379 10,340,965 19,368,344 Change in fair value 522,495 (253,766 ) 268,729 Transfer to Level 1 — (10,087,199 ) (10,087,199 ) Fair value as of December 31, 2021 $ 9,549,874 $ — $ 9,549,874 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jan. 05, 2022 | Jan. 04, 2022 | Aug. 17, 2021 | Mar. 09, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 13, 2021 | Dec. 31, 2020 |
Gross proceeds from units issued | $ 253,765,980 | |||||||
Proceeds from warrants issued | $ 7,650,320 | |||||||
Stock issued, transaction costs | 14,386,571 | |||||||
Underwriting fees | 5,075,320 | |||||||
Deferred underwriting fees | 8,881,809 | 5,131,000 | $ 0 | |||||
Other offering costs | 429,442 | |||||||
Cash | 79,785 | $ 0 | ||||||
Business acquisition equity value | $ 10 | |||||||
Working capital | 4,206,370 | |||||||
Due to Related Parties, Current | 300,000 | |||||||
Offering costs paid by Sponsor in exchange for issuance of founder shares | $ 25,000 | $ 25,000 | ||||||
Issuance of additional Shares | 105,964,928 | 103,062,319 | ||||||
Common Stock, Shares, Outstanding | 104,022,678 | 100,223,194 | ||||||
Warrants To Purchase Class A Common Stock [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,444,364 | |||||||
PIPE Investors [Member] | ||||||||
Common stock conversion basis | one-for-one | |||||||
Common Stock, Shares, Outstanding | 372,000,732 | |||||||
Dave Inc [Member] | ||||||||
Aggregate merger consideration | $ 3,500,000,000 | |||||||
Business acquisition share value per share | $ 10 | |||||||
Subscription Agreement [Member] | PIPE Investors [Member] | ||||||||
Debt Instrument, Face Amount | $ 15,000,000 | |||||||
Subscription Agreement prefund Obligation | $ 15,000,000 | |||||||
Business Combination Agreement Under the Special Meeting [Member] | ||||||||
Redemption price | $ 10 | |||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 29,590,655 | |||||||
Private Investment In Public Equity [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 21,000,000 | |||||||
Class A [Member] | ||||||||
Gross proceeds from units issued | $ 253,765,980 | |||||||
Issuance of additional Shares | 0 | |||||||
Class A [Member] | PIPE Investors [Member] | ||||||||
Common Stock, Shares, Outstanding | 323,550,093 | |||||||
Class A [Member] | Dave Inc [Member] | ||||||||
Business acquisition share value per share | 0.0001 | |||||||
Class A [Member] | Subscription Agreement [Member] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,500,000 | |||||||
Class A [Member] | Business Combination Agreement Under the Special Meeting [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 22,417,767 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 224,195,436 | |||||||
Class A [Member] | Founder Shares [Member] | PIPE Investors [Member] | ||||||||
Common Stock, Shares, Outstanding | 5,392,528 | |||||||
Common Class V [Member] | PIPE Investors [Member] | ||||||||
Issuance of additional Shares | 48,450,639 | |||||||
Common Stock, Shares, Outstanding | 48,450,639 | |||||||
Common Class V [Member] | Dave Inc [Member] | ||||||||
Business acquisition share value per share | $ 0.0001 | |||||||
IPO [Member] | ||||||||
Number of units issued | 25,376,598 | $ 25,376,598 | ||||||
Gross proceeds from units issued | $ 253,765,980 | |||||||
Shares issued, price per share | $ 10 | |||||||
Private Placement Warrants [Member] | ||||||||
Number of warrants issued | 5,100,214 | |||||||
Number of warrants issued, price per share | $ 1.50 | |||||||
Proceeds from warrants issued | $ 7,650,321 | |||||||
Over-Allotment Option [Member] | ||||||||
Number of units issued | $ 2,876,598 | $ 2,876,598 | ||||||
Shares issued, price per share | $ 10 | |||||||
Private Placement [Member] | Class A [Member] | Subscription Agreement [Member] | PIPE Investors [Member] | ||||||||
Shares issued, price per share | $ 10 | |||||||
Stock Issued During Period, Shares, New Issues | 21,000,000 |
Business and Basis of Present_3
Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Daves Advance Service [Member] | |
Advance service non recourse cash advance | $ 250 |
Business and Basis of Present_4
Business and Basis of Presentation - Summary of Carrying Value of Dave OD's Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 32,009 | $ 4,789 |
Member advances, net of allowance for unrecoverable advances of $1,315 as of December 31, 2021 | 49,013 | 38,744 |
Debt facility commitment fee, long-term | 131 | 0 |
TOTAL ASSETS | 147,186 | 76,405 |
Liabilities | ||
Accounts payable | 13,044 | 8,492 |
Debt facility | 35,000 | 0 |
Other current liability | 1,153 | 2,853 |
TOTAL LIABILITIES | 108,449 | $ 26,561 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Assets | ||
Cash and cash equivalents | 26,239 | |
Member advances, net of allowance for unrecoverable advances of $1,315 as of December 31, 2021 | 35,835 | |
Debt and credit facility commitment fee, current | 470 | |
Debt facility commitment fee, long-term | 131 | |
TOTAL ASSETS | 62,675 | |
Liabilities | ||
Accounts payable | 411 | |
Debt facility | 35,000 | |
Credit facility | 20,000 | |
Other current liability | 400 | |
Warrant Liability | 3,726 | |
TOTAL LIABILITIES | $ 59,537 |
Business and Basis of Present_5
Business and Basis of Presentation - Summary of Carrying Value of Dave OD's Assets and Liabilities (Detail) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||
Member advances,Allowance for unrecoverable advances | $ 11,995 | $ 12,580 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Member advances,Allowance for unrecoverable advances | $ 1,315 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 06, 2021 | Jun. 07, 2021 | Aug. 30, 2020 | Dec. 31, 2019 | |
Cash equivalents | $ 0 | $ 0 | |||||
Offering costs charged to equity | 13,786,001 | ||||||
Unrecognized Tax Benefits | 456,000 | 456,000 | $ 111,000 | $ 0 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | 0 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 177,826,153 | 173,887,437 | |||||
FDIC Insured Amount | $ 31,900,000 | 31,900,000 | $ 4,600,000 | ||||
Transaction costs allocable to warrant liabilities | 600,570 | ||||||
Loan Processing Fee | 3,800,000 | 3,600,000 | |||||
Subscription fees Received | 1,000 | ||||||
Restricted Cash | 800,000 | $ 800,000 | 70,000 | ||||
Capitalized costs | $ 6,100,000 | $ 4,000,000 | |||||
Common Stock, Par Value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||
Share Price | $ 0.005 | $ 0.005 | $ 10.80 | $ 8.67 | |||
Changes in fair value of warrant liability | $ 3,620,000 | $ 3,061,951 | $ 0 | ||||
Debt securities loss | 100,000 | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis | 0 | 0 | 0 | ||||
Advertising expense | $ 45,600,000 | 35,900,000 | |||||
Effective Income Tax Rate | 50.00% | ||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 7,000 | 3,000 | |||||
State and Local Jurisdiction [Member] | |||||||
Unrecognized Tax Benefits | 500,000 | 500,000 | |||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 500,000 | $ 500,000 | 100,000 | ||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 4,000 | 3,000 | |||||
Promissory Note [Member] | |||||||
Percentage to estimate the fair value of the promissory note using a market yield approach | 3.60% | 3.60% | |||||
Fair Value, Nonrecurring [Member] | |||||||
Fair value, net asset (Liability) | $ 0 | $ 0 | $ 0 | ||||
Maximum [Member] | |||||||
Property, plant and equipment, useful life | 7 years | ||||||
Share Price | $ 3.424 | $ 3.424 | |||||
Shares issued, price per share | $ 0.981 | ||||||
Minimum [Member] | |||||||
Property, plant and equipment, useful life | 3 years | ||||||
Share Price | $ 3.273 | $ 3.273 | |||||
Computer Software, Intangible Asset [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||
Financial Asset, Equal to or Greater than 90 Days Past Due [Member] | |||||||
Accounts Receivable, Noncurrent, Threshold Period Past Due | 120 days | 120 days | |||||
Common Class A [Member] | |||||||
Common Stock Subject To Possible Redemption | 25,376,598 | 25,376,598 | |||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |||||
Series A Preferred Stock [Member] | |||||||
Shares issued, price per share | 0.000001 | 0.000001 | |||||
Series B1 Preferred Stock [Member] | |||||||
Shares issued, price per share | 0.000001 | 0.000001 | |||||
Series B2 Preferred Stock [Member] | |||||||
Shares issued, price per share | $ 0.000001 | $ 0.000001 | |||||
Previously Reported [Member] | |||||||
Unrecognized Tax Benefits | $ 0 | $ 0 | |||||
FDIC Insured Amount | $ 250,000 | $ 250,000 | |||||
Warrant [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,444,364 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Assets And Liabilities Measured At Fair Value On A Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Liabilities | |||
Note payable | $ 15,100 | $ 14,600 | |
Fair Value, Recurring [Member] | |||
Assets | |||
Marketable securities | 8,226 | $ 17,666 | |
Derivative asset on loans to stockholders | 35,253 | 457 | |
Total assets | 43,479 | 18,123 | |
Liabilities | |||
Warrant liability | 3,726 | ||
Note payable | 15,051 | ||
Total liabilities | 18,777 | ||
Fair Value, Recurring [Member] | Level 1 | |||
Assets | |||
Marketable securities | 8,226 | 17,666 | |
Total assets | 8,226 | 17,666 | |
Fair Value, Recurring [Member] | Level 3 | |||
Assets | |||
Derivative asset on loans to stockholders | 35,253 | 457 | |
Total assets | 35,253 | $ 457 | |
Liabilities | |||
Warrant liability | 3,726 | ||
Note payable | 15,051 | ||
Total liabilities | $ 18,777 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Reconciliation of common stock reflected in the balance sheet (Detail) - USD ($) | Mar. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Reconciliation Of Common Stock Reflected In The Balance Sheet [Line Items] | ||||
Gross proceeds | $ 253,765,980 | |||
Less:Proceeds allocated to Public Warrants | $ (7,650,320) | |||
Less:Class A common stock issuance costs | $ (2,753,000) | (316,300) | $ 0 | |
Plus:Accretion of carrying value to redemption value | (24,126,952) | |||
Common Class A [Member] | ||||
Reconciliation Of Common Stock Reflected In The Balance Sheet [Line Items] | ||||
Gross proceeds | 253,765,980 | |||
Less:Class A common stock issuance costs | (13,786,000) | |||
Plus:Accretion of carrying value to redemption value | 24,126,965 | |||
Class A common stock subject to possible redemption | $ 253,765,980 | 253,765,980 | ||
Common Class A [Member] | Public Warrants [Member] | ||||
Reconciliation Of Common Stock Reflected In The Balance Sheet [Line Items] | ||||
Less:Proceeds allocated to Public Warrants | $ (10,340,965) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary Of Roll-Forward Of The Level 3 Derivative Asset And Liability On Loans (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Promissory Note [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening Balance | $ 15,051 | $ 0 |
Change in fair value during the year | 3,620 | 443 |
Initial fair value at the original issuance date | 106 | |
Fair value at issuance | 14,608 | |
Ending balance | 3,726 | 15,051 |
Derivative Liability [Member] | Promissory Note [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value during the year | 3,620 | |
Initial fair value at the original issuance date | 106 | |
Ending balance | 3,726 | |
Derivative Asset [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening Balance | 457 | 457 |
Change in fair value during the year | 34,791 | 0 |
Amendment to loan to stockholder | 5 | |
Ending balance | $ 35,253 | $ 457 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary Of Fair Value Of The Derivative Asset And Liability (Detail) | Dec. 31, 2021 | Dec. 31, 2021yr | Dec. 31, 2020yr |
Promissory Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 57 | ||
Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Asset, Measurement Input | 0.2 | ||
Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Asset, Measurement Input | 57 | 61.5 | |
Remaining term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Asset, Measurement Input | 3 | ||
Maximum [Member] | Promissory Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 0.6 | 1.5 | |
Maximum [Member] | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Asset, Measurement Input | 0.6 | ||
Maximum [Member] | Remaining term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Asset, Measurement Input | 1.5 | ||
Minimum [Member] | Promissory Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 0.1 | 0 | |
Minimum [Member] | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Asset, Measurement Input | 0.1 | ||
Minimum [Member] | Remaining term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Asset, Measurement Input | 0 | ||
Derivative Liability [Member] | Promissory Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 57 | ||
Derivative Liability [Member] | Maximum [Member] | Promissory Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 0.6 | 1.5 | |
Derivative Liability [Member] | Minimum [Member] | Promissory Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 0.1 | 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary Of Computation Of Diluted Net Loss (Income) Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 177,826,153 | 173,887,437 |
Equity incentive awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 25,627,159 | 23,352,837 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 150,534,600 | 150,534,600 |
Series B-1 warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,664,394 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||
Net loss | $ (19,993,000) | $ (5,269,664) | $ (6,957,000) | |
Net loss attributed to common stockholders—basic | (19,993,000) | (6,957,000) | ||
Net loss attributed to common stockholders—diluted | $ (19,993,000) | $ (6,957,000) | ||
Denominator: Weighted Average Redeemable Class A Common Stock | ||||
Weighted-average shares of common stock—basic | 100,839,231 | 90,986,048 | ||
Weighted-average shares of common stock—diluted | 100,839,231 | 90,986,048 | ||
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | ||||
Basic | $ (0.20) | $ (0.08) | ||
Diluted | $ (0.20) | $ (0.08) | ||
Common Class A [Member] | ||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||
Net loss | $ (4,095,639) | |||
Denominator: Weighted Average Redeemable Class A Common Stock | ||||
Basic and diluted weighted average common shares outstanding | 21,782,802 | |||
Basic and diluted net loss per common shares | $ (0.19) | |||
Common Class B [Member] | ||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||
Net loss | $ (1,174,025) | |||
Denominator: Weighted Average Redeemable Class A Common Stock | ||||
Basic and diluted weighted average common shares outstanding | [1] | 6,244,094 | ||
Basic and diluted net loss per common shares | $ (0.19) | |||
[1] | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at December 31, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding. |
Initial Public offering - Addit
Initial Public offering - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Dec. 31, 2021 |
Public Warrants [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
IPO [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Number of units issued | $ 25,376,598 | $ 25,376,598 |
Shares issued, price per share | $ 10 | |
Over-Allotment Option [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Number of units issued | $ 2,876,598 | $ 2,876,598 |
Shares issued, price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Dec. 31, 2021 |
Private Placement [Line Items] | ||
Sale of stock,price per share | $ 9.20 | |
Private Placement Warrants [Member] | ||
Private Placement [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement [Line Items] | ||
Number of warrants issued | 5,100,214 | |
Number of warrants issued, price per share | $ 1.50 | |
Value of warrants issued | 7,650,320 | |
Over-Allotment Option [Member] | ||
Private Placement [Line Items] | ||
Sale of stock, number of shares issued in transaction | 2,876,598 | |
Sale of stock,price per share | $ 10 | |
Sale of stock, consideration received | $ 253,765,980 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - Underwriting Agreement [Member] | Dec. 31, 2021USD ($)$ / shares |
Commitments And Contingencies [Line Items] | |
Deferred underwriting fee payable per share | $ / shares | $ 0.35 |
Deferred underwriting fee payable | $ | $ 8,881,809 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Common Stock, Shares Authorized | 290,000,000 | 290,000,000 | 290,000,000 | |
Common stock description of voting rights | one vote | |||
Common Stock, Par Value | $ 0.000001 | $ 0.000001 | $ 0.000001 | |
Common Stock, Shares, Issued | 105,964,928 | 105,964,928 | 103,062,319 | |
Common Stock, Shares, Outstanding | 104,022,678 | 104,022,678 | 100,223,194 | |
Class A [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Issued | 0 | 0 | ||
Temporary Equity, Shares Issued | 25,376,598 | 25,376,598 | ||
Temporary equity shares outstanding | 25,376,598 | 25,376,598 | ||
Class A [Member] | Founder Shares [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Percentage of common stock shares outstanding | 20.00% | 20.00% | ||
Class B [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | ||
Common stock description of voting rights | one vote | |||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Issued | 6,344,150 | 6,344,150 | ||
Common Stock, Shares, Outstanding | 6,344,150 | 6,344,150 | ||
Class B [Member] | Founder Shares [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common Stock, Shares, Outstanding | 6,344,150 | 6,344,150 | 6,408,750 | |
Percentage of common stock shares outstanding | 20.00% |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 06, 2021 | Jun. 07, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Share Price | $ 0.005 | $ 10.80 | $ 8.67 |
Sale of stock issue price per share | $ 9.20 | ||
Private Placement Warrants [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of Warrants outstanding | 5,100,214 | ||
Public Warrants [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of Warrants outstanding | 6,344,150 | ||
Exercise price | $ 11.50 | ||
Event Trigerring The Value Of Warrants [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Share Price | $ 9.20 | ||
Number of consecutive trading days for determining the share price | 20 days | ||
Percentage of gross proceeds from share issue for the purposes of business combination | 60.00% | ||
Event Trigerring The Value Of Warrants [Member] | Newly Issued Price [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Redemption price of warrants in percentage | 115.00% | ||
Redemption price of common stock percentage | 180.00% | ||
After The Completion Of A Business Combination Or Earlier Upon Redemption Or Liquidation [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights term | 5 years | ||
Exercise price | $ 11.50 | ||
Minimum [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Share Price | 3.273 | ||
Triggering Share Price One [Member] | Minimum [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Share Price | $ 18 | ||
Number of days of notice to be given for the redemption of warrants | 30 days | ||
Number of consecutive trading days for determining the share price | 20 days | ||
Number of trading days for determining the share price | 30 days | ||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | ||
Triggering Share Price One [Member] | Minimum [Member] | Warrant Redemption Price One [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights redemption price | $ 0.01 | ||
Triggering Share Price Two [Member] | Minimum [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Share Price | $ 10 | ||
Number of days of notice to be given for the redemption of warrants | 30 days | ||
Number of consecutive trading days for determining the share price | 20 days | ||
Number of trading days for determining the share price | 30 days | ||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | ||
Triggering Share Price Two [Member] | Minimum [Member] | Warrant Redemption Price Two [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights redemption price | $ 0.10 | ||
Warrant Excercise Period One [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights number of days from the closure of business combination within which excersing can be done | 30 days | ||
Warrant Excercise Period Two [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights number of days from the closure of business combination within which excersing can be done | 12 months | ||
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights lock in period | 30 days |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Financing receivable weighted average maturity | 46 days | 46 days |
Proceeds from sale of marketable securities | $ 9,400 | $ 7,800 |
Payments to acquire marketable securities | 5 | 100 |
Marketable securities, gain (loss) | $ 1 | $ 3 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Marketable securities | $ 8,226 | $ 17,666 |
Member Cash Advances, Net - Sum
Member Cash Advances, Net - Summary of Member Cash Advances, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Financing Receivable, Past Due [Line Items] | |||
Gross Member Advances | $ 61,008 | $ 51,324 | |
Allowance for Unrecoverable Advances | (11,995) | (12,580) | $ (9,355) |
Member Advances, Net | 49,013 | 38,744 | |
1-10 [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Gross Member Advances | 39,910 | 27,948 | |
Allowance for Unrecoverable Advances | (1,313) | (1,367) | |
Member Advances, Net | 38,597 | 26,581 | |
11-30 [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Gross Member Advances | 8,111 | 8,380 | |
Allowance for Unrecoverable Advances | (2,084) | (1,205) | |
Member Advances, Net | 6,027 | 7,175 | |
31-60 [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Gross Member Advances | 4,781 | 5,489 | |
Allowance for Unrecoverable Advances | (2,652) | (3,009) | |
Member Advances, Net | 2,129 | 2,480 | |
61-90 [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Gross Member Advances | 3,986 | 6,088 | |
Allowance for Unrecoverable Advances | (2,735) | (4,284) | |
Member Advances, Net | 1,251 | 1,804 | |
91-120 [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Gross Member Advances | 4,220 | 3,419 | |
Allowance for Unrecoverable Advances | (3,211) | (2,715) | |
Member Advances, Net | $ 1,009 | $ 704 |
Member Cash Advances, Net - S_2
Member Cash Advances, Net - Summary of Allowance for Unrecoverable Advances (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financing Receivable, Allowance for Credit Loss, Writeoff, after Recovery [Abstract] | ||
Beginning balance | $ 12,580 | $ 9,355 |
Plus: provision for unrecoverable advances | 32,174 | 25,539 |
Less: amounts written-off | (32,759) | (22,314) |
Ending balance | $ 11,995 | $ 12,580 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 200 | $ 100 |
Outstanding commitments for the purchase of property and equipment | $ 30 | $ 7 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,062 | $ 730 |
Less: Accumulated depreciation | (377) | (214) |
Property and equipment, net | 685 | 516 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 664 | 289 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 384 | 427 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 14 | $ 14 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2.8 | $ 1.6 |
Impairment charges related to long lived assets | $ 0 | $ 0 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 13,230 | $ 7,123 |
Accumulated Amortization | (5,381) | (2,618) |
Net Book Value | $ 7,849 | 4,505 |
Internally developed software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 3 years | |
Gross Carrying Value | $ 13,109 | 7,002 |
Accumulated Amortization | (5,342) | (2,587) |
Net Book Value | $ 7,767 | 4,415 |
Domain name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 15 years | |
Gross Carrying Value | $ 121 | 121 |
Accumulated Amortization | (39) | (31) |
Net Book Value | $ 82 | $ 90 |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of Estimated Amortization Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 3,658 | |
2023 | 2,851 | |
2024 | 1,282 | |
2025 | 8 | |
2026 | 8 | |
Thereafter | 42 | |
Intangible assets, net | $ 7,849 | $ 4,505 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued charitable contributions | $ 7,164 | $ 3,364 |
Accrued compensation | 1,522 | 875 |
Sales tax payable | 1,208 | 991 |
Accrued professional and program fees | 2,163 | 94 |
Other | 988 | 0 |
Total | $ 13,045 | $ 5,324 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Asset Pledged as Collateral [Member] | ||
Assets pledged for charitable purposes | $ 4.7 | $ 3.8 |
Convertible Debt, Net - Additio
Convertible Debt, Net - Additional Information (Detail) - 2019 Convertible Notes [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Debt instrument principal amount | $ 700 | ||
Debt instrument interest rate | 1.69% | ||
Debt instrument term | 36 months | ||
Qualified equity transaction aggregate proceeds from issuance of common stock | $ 40,000 | ||
Contractual interest expense | $ 1 | $ 1 | |
Effective interest rate | 1.70% |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |
Line of credit | $ 0 | $ 3,910 | |
UBS [Member] | |||
Interest payable, Current | $ 10 | ||
UBS [Member] | Line of Credit [Member] | |||
Debt issuance costs, Line of credit arrangements, Net | $ 0 | ||
Line of credit facility, Description | There is no stated maturity date, there are no financial covenants and the amount of line of credit is solely dependent upon the total amount of assets the Company holds with UBS at any given point. | ||
Repayment of line of credit | $ 3,900 | ||
Agreement termination month year | 2021-03 |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | |
Aug. 31, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Notes payable fair value disclosure | $ 14.6 | $ 15.1 |
Unsecured Promissory Note [Member] | Amendment to Private Investment in Public Equity Subscription Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument face amount | $ 15 | |
Number of shares issued on conversion of debt | 1.5 | |
Debt instrument term | 1 year |
Long-Term Debt Facility - Summa
Long-Term Debt Facility - Summary of Fair Value of the Warrants at the Issuance Date (Detail) - Warrant | Dec. 31, 2021yr |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 55 |
Risk-free interest rate | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 0.1 |
Risk-free interest rate | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 0.2 |
Remaining term | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 0.6 |
Remaining term | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 2.9 |
Long-Term Debt Facility - Addit
Long-Term Debt Facility - Additional Information (Detail) | Dec. 31, 2021USD ($) | Nov. 30, 2021USD ($)$ / shares | Jan. 31, 2021USD ($) | Nov. 30, 2017 |
Subsequent Event [Member] | ||||
Fair value of the warrants at the issuance date | $ 100,000 | |||
Victory Park Management, LLC | ||||
Repayments of lines of credit | $ 0 | |||
Debt instrument contingent cash settlement | 4,500,000 | |||
Victory Park Management, LLC | Senior Secured Loan Facility | ||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||
Proceeds from sale of productive assets | $ 250,000 | |||
Percentage of prepayment of loans from proceeds | 100 | |||
Proceeds from lines of credit | $ 20,000,000 | |||
Line of credit facility, interest rate at period end | 9.57% | |||
Debt Instrument collateral amount | $ 20,000,000,000 | |||
Victory Park Management, LLC | Amended Senior Secured Loan Facility | ||||
Proceeds from lines of credit | $ 35,000,000 | |||
Line of credit facility, additional borrowing capacity | 20,000 | |||
Line of credit facility, interest rate at period end | 13.88% | |||
Victory Park Management, LLC | Amended Senior Secured Loan Facility | Subsequent Event [Member] | ||||
Proceeds from lines of credit | $ 10,000 | |||
Percentage right to acquire a number of common shares on fully diluted equity | 0.20% | |||
Proceeds from issuance of equity | $ 40,000,000 | |||
Percentage of fair market value of each share of common stock | 80.00% | |||
Fair market value of each share of common stock per share | $ / shares | $ 3.752050 | |||
Line of Credit | Victory Park Management, LLC | Senior Secured Loan Facility | ||||
Debt instrument, description of variable rate basis | 6.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55% | |||
Debt instrument, basis spread on variable rate description | three-month LIBOR | |||
Debt instrument, basis spread on variable rate | 2.55% | |||
Debt instrument covenant amount | $ 10,000,000 | |||
Line of Credit | Victory Park Management, LLC | Amended Senior Secured Loan Facility | Subsequent Event [Member] | ||||
Debt instrument, description of variable rate basis | 8.95% annually plus a base rate | |||
Debt instrument, basis spread on variable rate description | three-month LIBOR | |||
Debt instrument, basis spread on variable rate | 2.55% | |||
Base Rate | Victory Park Management, LLC | Senior Secured Loan Facility | ||||
Line of credit facility, interest rate during period | 6.95% | |||
Base Rate | Victory Park Management, LLC | Amended Senior Secured Loan Facility | Subsequent Event [Member] | ||||
Line of credit facility, interest rate during period | 8.95% |
Leases - Schedule of Leasing Ac
Leases - Schedule of Leasing Activities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,424 | $ 546 |
Short-term lease cost | 4 | 0 |
Variable Lease, Cost | 0 | 0 |
Total lease cost | 1,428 | 546 |
Cash paid for operating leases | 1,347 | 534 |
Right-of-use assets obtained in exchange for new operating lease liability | $ 2,514 | $ 0 |
Weighted-average remaining lease term - operating lease | 2 years 25 days | 4 years 2 months 8 days |
Weighted-average discount rate - operating lease | 10.00% | 10.00% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
2022 | $ 2,105 |
2023 | 487 |
2024 | 295 |
2025 | 309 |
Thereafter | 0 |
Total minimum lease payments | 3,196 |
Less: imputed interest | (306) |
Total lease liabilities | 2,890 |
Third Party Lessor [Member] | |
2022 | 1,770 |
2023 | 148 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total minimum lease payments | 1,918 |
Less: imputed interest | (92) |
Total lease liabilities | 1,826 |
Related Party Lessor [Member] | |
2022 | 335 |
2023 | 339 |
2024 | 295 |
2025 | 309 |
Thereafter | 0 |
Total minimum lease payments | 1,278 |
Less: imputed interest | (214) |
Total lease liabilities | $ 1,064 |
Leases - Additional information
Leases - Additional information (Detail) - USD ($) $ in Thousands | 1 Months Ended | |||||
Oct. 31, 2021 | May 31, 2020 | Sep. 30, 2019 | Jan. 31, 2019 | Nov. 30, 2018 | Jun. 30, 2018 | |
Initial lease term of contract | 7 years | |||||
Description of option to expand lease term | The initial term of the lease was nine months with a five-year extension option at the discretion of the lessee. | |||||
Lease rental expense | $ 19 | $ 1 | ||||
Annual lease escalation percentage | 5.00% | 3.00% | ||||
PCJW Properties [Member] | ||||||
Initial lease term of contract | 2 years | 5 years | ||||
Lease rental expense | $ 23 | |||||
Annual lease escalation percentage | 3.50% | 3.00% | 4.00% | |||
Sublease rental expense | $ 10 | $ 5 | ||||
Lease expiration date | Oct. 31, 2021 | |||||
Whalerock Industries Holding Company, LLC [Member] | ||||||
Initial lease term of contract | 18 years | |||||
Sublease rental expense | $ 140 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies [Line Items] | ||
Loss contingency lawsuit filing date | September 16, 2020 | |
Misappropriation of shares | 6.8 | |
Loss contingency settlement agreement counterparty name | Whalerock Industries Holding Company, LLC | |
Employee Dispute [Member] | ||
Commitments And Contingencies [Line Items] | ||
Loss contingency accrual | $ 0.5 | |
Legal Settlement Expense [Member] | ||
Commitments And Contingencies [Line Items] | ||
Loss contingency estimate of possible loss | $ 3.2 | $ 3.2 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders' Deficit - Schedule Of Convertible Preferred Stock (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common Stock, Shares Authorized | 290,000,000 | 290,000,000 | |
Common Stock, Shares, Issued | 105,964,928 | 103,062,319 | |
Common Stock, Shares, Outstanding | 104,022,678 | 100,223,194 | |
Common Stock, Carrying Value | $ 100 | $ 100 | |
Carrying Value | $ 72,173,000 | $ 72,173,000 | |
Series A Convertible PreferredStock [Member] | |||
Authorized Shares | 133,216,940 | 133,216,940 | |
Issued Shares | 133,216,940 | 133,216,940 | |
Outstanding Shares | 133,216,940 | 133,216,940 | |
Liquidation Preference | $ 130,686,000 | $ 130,686,000 | |
Carrying Value | $ 9,881,000 | $ 9,881,000 | |
Series B One Convertible Preferred Stock [Member] | |||
Authorized Shares | 13,326,050 | 13,326,050 | |
Issued Shares | 13,326,050 | 13,326,050 | |
Outstanding Shares | 13,326,050 | 13,326,050 | 13,326,050 |
Liquidation Preference | $ 50,000,000 | $ 50,000,000 | |
Carrying Value | $ 49,675,000 | $ 49,675,000 | $ 49,675,000 |
Temporary equity dividend payable per share | $ 0.240131 | ||
Series B Two Convertible Preferred Stock [Member] | |||
Authorized Shares | 3,991,610 | 3,991,610 | |
Issued Shares | 3,991,610 | 3,991,610 | |
Outstanding Shares | 3,991,610 | 3,991,610 | 3,991,610 |
Liquidation Preference | $ 11,981,000 | $ 11,981,000 | |
Carrying Value | $ 12,617,000 | $ 12,617,000 | $ 12,617,000 |
Temporary equity dividend payable per share | $ 0.240131 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders' Deficit - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | |
Convertible Preferred Stock And Stockholders Deficit [Line Items] | ||
Preferred stock divident payment terms | The preferential, ratable payment is made to preferred stockholders out of available assets determined as the higher of a) $0.141 per Series A Preferred Share, subject to adjustments as stated in the Restated Certificate, and b) amount that would have been payable if all Series A Preferred Shares were converted into Common Stock in accordance with the stated conversion rights. | |
Common stock description of voting rights | one vote | |
Series A Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock And Stockholders Deficit [Line Items] | ||
Temporary equity conversion ratio | 1 | |
Temporary equity dividend payable per share | $ 0.0113 | |
Dividends Payable | $ | $ 0 | $ 0 |
Preferred stock conversion price per share | $ 0.141 | |
Applicable conversion price per share preferred shares | $ 0.141 | |
Preferred stock conversion basis | Series A Preferred Shares are entitled to stockholder voting rights that are equal to the number of Common Stock into which Series A Preferred Shares are convertible. | |
Series A Convertible Preferred Stock [Member] | IPO [Member] | ||
Convertible Preferred Stock And Stockholders Deficit [Line Items] | ||
Temporary equity conversion amount | $ | $ 75,000 | |
Series A Convertible Preferred Stock [Member] | Minimum [Member] | ||
Convertible Preferred Stock And Stockholders Deficit [Line Items] | ||
Preferred stock conversion price per share | $ 0.423 | |
Temporary equity conversion amount | $ | $ 50,000 | |
Series B-1 Preferred Shares [Member] | ||
Convertible Preferred Stock And Stockholders Deficit [Line Items] | ||
Temporary equity dividend payable per share | $ 0.240131 | |
Dividends Payable | $ | $ 0 | $ 0 |
Preferred stock conversion price per share | $ 0.3752050 | |
Applicable conversion price per share preferred shares | $ 0.3752050 | |
Preferred stock divident payment terms | The preferential, ratable payment is made to preferred stockholders out of available assets determined as the higher of a) $3.752050 per Series B-1 Preferred Share, subject to adjustments as stated in the Restated Certificate, and b) the amount that would have been payable if all Series B-1 Preferred Shares were converted into Common Stock in accordance with the stated conversion rights. | |
Series B-1 Preferred Shares [Member] | IPO [Member] | ||
Convertible Preferred Stock And Stockholders Deficit [Line Items] | ||
Temporary equity conversion amount | $ | $ 75,000 | |
Series B-1 Preferred Shares [Member] | Maximum [Member] | ||
Convertible Preferred Stock And Stockholders Deficit [Line Items] | ||
Temporary equity dividend payable per share | $ 0.300164 | |
Series B-2 Preferred Shares [Member] | ||
Convertible Preferred Stock And Stockholders Deficit [Line Items] | ||
Temporary equity conversion ratio | 75,000,000 | |
Temporary equity dividend payable per share | $ 0.240131 | |
Dividends Payable | $ | $ 0 | |
Preferred stock conversion price per share | $ 0.3001640 | |
Applicable conversion price per share preferred shares | $ 0.3001640 | |
Preferred stock divident payment terms | The preferential, ratable payment is made to preferred stockholders out of available assets determined as the higher of a) $3.752050 per Series B-1 Preferred Share, subject to adjustments as stated in the Restated Certificate, and b) the amount that would have been payable if all Series B-1 Preferred Shares were converted into Common Stock in accordance with the stated conversion rights. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Chief Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 10 years | |
Risk-free interest rate | 1.50% | |
Expected dividend yield | 0.00% | |
Expected volatility | 40.00% | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years | 6 years |
Risk-free interest rate | 0.90% | 0.80% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 60.70% | 57.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Options outstanding | 23,025,382 | 12,273,640 | |
Granted | 13,317,662 | 14,690,130 | |
Exercised | (3,835,468) | (1,441,795) | |
Forfeited | (6,562,003) | (2,386,363) | |
Expired | (318,414) | (110,230) | |
Ending Options outstanding | 25,627,159 | 23,025,382 | 12,273,640 |
Nonvested options, Shares | 18,424,667 | ||
Vested and exercisable, Shares | 5,653,992 | ||
Beginning Weighted- Average Exercise Price Options outstanding | $ 0.74 | $ 0.38 | |
Weighted- Average Exercise Price Granted | 0.98 | 0.96 | |
Weighted- Average Exercise Price Exercised | 0.47 | 0.18 | |
Weighted- Average Exercise Price Forfeited | 0.91 | 0.59 | |
Weighted- Average Exercise Price Expired | 0.86 | 0.94 | |
Ending Weighted- Average Exercise Price Options outstanding | 0.86 | $ 0.74 | $ 0.38 |
Nonvested options, Weighted- Average Exercise Price | 0.95 | ||
Vested and exercisable, Weighted- Average Exercise Price | $ 0.68 | ||
Weighted- Average Remaining Contractual Term (years) | 8 years 6 months | 8 years 8 months 12 days | 9 years 1 month 6 days |
Nonvested options, Weighted- Average Remaining Contractual Term (years) | 8 years 10 months 24 days | ||
Vested and exercisable, Weighted- Average Remaining Contractual Term (years) | 7 years 8 months 12 days | ||
Aggregate Intrinsic Value | $ 288,784 | $ 5,548 | $ 6,775 |
Nonvested options, Aggregate Intrinsic Value | 205,915 | ||
Vested and exercisable, Aggregate Intrinsic Value | $ 64,734 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Detail) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Shares | 2,375,000 | 17,416,710 |
Granted, Shares | 0 | 0 |
Vested, Shares | (2,375,000) | (14,388,585) |
Forfeited, Shares | (653,125) | |
Ending Balance, Shares | 0 | 2,375,000 |
Beginning Balance, Weighted Average Grant-Date Fair Value | $ 0.93 | $ 0.37 |
Granted, Weighted Average Grant-Date Fair Value | 0 | 0 |
Vested, Weighted Average Grant-Date Fair Value | 0.93 | 0.26 |
Forfeited, Weighted Average Grant-Date Fair Value | 0 | 0.93 |
Ending Balance, Weighted Average Grant-Date Fair Value | $ 0 | $ 0.93 |
Share-based Payment Arrangement, Nonemployee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Shares | 5,209 | 231,254 |
Granted, Shares | 0 | 0 |
Vested, Shares | (5,209) | (226,045) |
Ending Balance, Shares | 0 | 5,209 |
Beginning Balance, Weighted Average Grant-Date Fair Value | $ 0.93 | $ 0.93 |
Granted, Weighted Average Grant-Date Fair Value | 0 | 0 |
Vested, Weighted Average Grant-Date Fair Value | 0.93 | 0.30 |
Forfeited, Weighted Average Grant-Date Fair Value | 0 | 0 |
Ending Balance, Weighted Average Grant-Date Fair Value | $ 0 | $ 0.93 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted-average grant-date fair-value | $ 1.65 | $ 0.51 | ||
Unrecognized compensation cost related to employee | $ 22,100 | |||
Weighted-average prices of shares repurchased | $ 0.94 | |||
Weighted average prices of shares repurchased | $ 0.80 | |||
Weighted-average period over which cost not yet recognized | 3 years 10 months 24 days | |||
Former executives severance agreement [Member] | ||||
Share-based Payment Arrangement, Expense | $ 2,100 | |||
Maximum [Member] | Former executives severance agreement [Member] | ||||
Share-based Payment Arrangement, Expense | $ 7,400 | |||
2017 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | four years | |||
Share based payment award, award vesting rights, percentage | 25.00% | |||
Award vesting period | 10 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 4,122,933 | |||
Related Party Exercise Receivable Promissory Notes [Member] | ||||
Proceeds from Issuance of Debt | $ 1,000,000 | $ 100 | ||
Number of shares pledged | 1,050,000 | 1,942,250 | ||
Share-based Payment Arrangement, Tranche One [Member] | 2017 Plan [Member] | ||||
Share based payment award, award vesting rights, percentage | 0.02083% | |||
Share-based Payment Arrangement, Tranche Two [Member] | 2017 Plan [Member] | ||||
Share based payment award, award vesting rights, percentage | 0.02083% | |||
Share-based Payment Arrangement, Tranche Three [Member] | 2017 Plan [Member] | ||||
Share based payment award, award vesting rights, percentage | 0.02083% | |||
Chief Executive Officer [Member] | ||||
Option Strike Price | $ 0.98 | |||
Fair value of the options on the grant date | $ 10,500 | |||
Granted, Shares | 8,458,481 | |||
Employee Stock Option [Member] | ||||
Share-based Payment Arrangement, Expense | $ 7,400 | $ 1,500 | ||
Share based compensation arrangement by share based payment award options aggregate repurchase | 393,750 | 866,585 | ||
Employee Stock Option [Member] | Related Party Exercise Receivable Promissory Notes [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award Aggregate Options Exercised In Exchange For Non Recourse Notes | 1,942,250 | 2,839,125 | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Aggregate Vesting Of Options Exercised In Exchange For Non Recourse Notes | 1,548,500 | 2,052,754 | ||
Employee Stock Option [Member] | Share Based Compensation Award Remaining Tranche [Member] | ||||
Share-based compensation arrangement by share-based payment award, award vesting rights | 1/48th of the shares vest monthly over the remaining three years. | |||
Restricted Stock Units (RSUs) [Member] | Non Employee [Member] | ||||
Unrecognized compensation cost related to employee | $ 0 | |||
Share-based Payment Arrangement, Expense | $ 100 | $ 100 | ||
Number of shares issued under share-based payment arrangement | 0 | 0 | ||
Restricted Stock Units (RSUs) [Member] | Employee [Member] | ||||
Unrecognized compensation cost related to employee | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 04, 2021 | Jan. 22, 2021 | Jan. 19, 2021 | Jan. 31, 2019 | Nov. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 06, 2021 | Jun. 07, 2021 | Jan. 14, 2021 |
Related Party Transaction [Line Items] | |||||||||||||||
Stock shares issued during the period value for services rendered | $ 25,000 | ||||||||||||||
Common Stock, Shares, Outstanding | 104,022,678 | 104,022,678 | 100,223,194 | ||||||||||||
Share Price | $ 0.005 | $ 0.005 | $ 10.80 | $ 8.67 | |||||||||||
Repayment of promissory note | $ 88,142 | ||||||||||||||
Promissory note outstanding | $ 15,051,000 | $ 15,051,000 | $ 0 | ||||||||||||
Initial lease term of contract | 7 years | ||||||||||||||
Annual lease escalation percentage | 5.00% | 3.00% | |||||||||||||
Minimum [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share Price | $ 3.273 | $ 3.273 | |||||||||||||
Maximum [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share Price | $ 3.424 | $ 3.424 | |||||||||||||
Related Party Exercise Receivable Promissory Notes [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds from Issuance of Debt | $ 1,000,000 | $ 100 | |||||||||||||
Number of shares pledged | 1,050,000 | 1,942,250 | |||||||||||||
Notes Payable, Related Parties | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | ||||||||||||
Debt Instrument, Term | 5 years | 5 years | |||||||||||||
Related Party Exercise Receivable Promissory Notes [Member] | Minimum [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Interest rate | 1.50% | ||||||||||||||
Related Party Exercise Receivable Promissory Notes [Member] | Maximum [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Interest rate | 2.00% | ||||||||||||||
Loans To Stockholders [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument maturity date | Aug. 12, 2026 | ||||||||||||||
Interest rate | 1.87% | ||||||||||||||
Due from related parties | $ 15,200,000 | 15,200,000 | $ 14,800,000 | ||||||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction expenses | $ 10,000 | 100,000 | |||||||||||||
Sponsor [Member] | Related Party Loan [Member] | Promissory Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Promissory Note face amount | $ 300,000 | ||||||||||||||
Repayment of promissory note | $ 88,142 | ||||||||||||||
Promissory note outstanding | 0 | $ 0 | |||||||||||||
PCJW Properties LLC [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Initial lease term of contract | 7 years | 5 years | |||||||||||||
Sublease rental expense | $ 19,000 | $ 5,000 | |||||||||||||
Annual lease escalation percentage | 5.00% | 4.00% | |||||||||||||
PCJW Properties LLC [Member] | Leasing Arrangements [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Operating lease expense | $ 300,000 | $ 300,000 | |||||||||||||
Founder Shares [Member] | Lock In Period One [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Lock in period after business combination founder shares | 1 year | ||||||||||||||
Founder Shares [Member] | Lock In Period Two [Member] | Minimum [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Lock in period after business combination founder shares | 150 days | ||||||||||||||
Class A [Member] | Founder Shares [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of common stock shares outstanding | 20.00% | 20.00% | |||||||||||||
Number of consecutive trading days for determining the share price | 10 days | ||||||||||||||
Number of trading days for determining the share price | 30 days | ||||||||||||||
Class A [Member] | Founder Shares [Member] | Minimum [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share Price | $ 12 | $ 12 | |||||||||||||
Class B [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common Stock, Shares, Outstanding | 6,344,150 | 6,344,150 | |||||||||||||
Class B [Member] | Founder Shares [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock shares issued during the period shares for services rendered | 6,468,750 | ||||||||||||||
Stock shares issued during the period value for services rendered | $ 25,000 | ||||||||||||||
Common Stock, Shares, Outstanding | 6,408,750 | 6,344,150 | 6,344,150 | ||||||||||||
Common stock share subject to forfeiture | 843,750 | ||||||||||||||
Percentage of common stock shares outstanding | 20.00% | ||||||||||||||
Common stock shares not subject to forfeiture | 719,150 | 719,150 | |||||||||||||
Share based compensation other than employee stock scheme shares forfeited during the period | 124,600 | 124,600 | |||||||||||||
Class B [Member] | Founder Shares [Member] | Board Of Directors [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Shares transferred to related party | 60,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Future Minimum Rental Payments (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Related Party Lessee Operating Lease Liability Maturity [Line Items] | |
Less: imputed interest | $ (306) |
Total lease liabilities | 2,890 |
PCJW Properties LLC [Member] | |
Related Party Lessee Operating Lease Liability Maturity [Line Items] | |
2022 | 335 |
2023 | 339 |
2024 | 295 |
2025 | 309 |
Thereafter | 0 |
Total minimum lease payments | 1,278 |
Less: imputed interest | (214) |
Total lease liabilities | $ 1,064 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in the valuation allowance | $ 1,334,337 | |||
Valuation allowance | $ 19,906,000 | 19,906,000 | $ 4,126,000 | |
Unrecognized tax benefits | 456,000 | 456,000 | $ 111,000 | $ 0 |
Unrecognized tax benefits that would impact effective income tax rate | $ 100,000 | 100,000 | ||
CARES Act percentage of net operating loss caryyovers and carrybacks to offset taxable income | 100.00% | |||
CARES Act number of preceeding taxable years to which net operating loss carried back | 5 years | |||
U.S. Federal and State [Member] | ||||
Net operating loss | $ 143,723 | 143,723 | ||
State and Local Jurisdiction [Member] | ||||
Unrecognized tax benefits | 500,000 | 500,000 | ||
State and Local Jurisdiction [Member] | Indefinitely [Member] | ||||
Net operating loss | 8,200,000 | 8,200,000 | ||
State and Local Jurisdiction [Member] | Year 2031 Except For 8.2 Million Dollars [Member] | ||||
Net operating loss | 55,700,000 | 55,700,000 | ||
Domestic Tax Authority [Member] | Indefinitely [Member] | ||||
Net operating loss | $ 48,700,000 | $ 48,700,000 | ||
Percentage of taxable income eligible to be utlized for setting off net operating loss | 80.00% |
Income Tax - Schedule of Compan
Income Tax - Schedule of Company's net deferred tax assets (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Net operating loss carryforward | $ 14,232,000 | $ 0 |
Excess interest expense carryforward | 497,000 | 0 |
Allowance for Member advances | 3,488,000 | 3,549,000 |
Accrued expenses | 1,249,000 | 1,138,000 |
Accrued compensation | 356,000 | 345,000 |
Lease liability | 840,000 | 420,000 |
Research and development tax credit | 2,117,000 | 408,000 |
Stock-based compensation | 355,000 | 26,000 |
Other | 146,000 | 20,000 |
Total deferred tax assets | 23,280,000 | 5,906,000 |
Valuation allowance | (19,906,000) | (4,126,000) |
Deferred tax liabilities: | ||
Property and equipment | (2,354,000) | (1,297,000) |
Right of use asset | (785,000) | (389,000) |
Prepaid expenses | (235,000) | (153,000) |
Total deferred tax liabilities | (3,374,000) | (1,839,000) |
Total net deferred tax assets before valuation allowance | 19,906,000 | 4,067,000 |
Total net deferred tax liabilities | $ (59,000) | |
Previously Reported [Member] | ||
Deferred tax asset | ||
Net operating loss carryforward | 30,182 | |
Startup/Organizational expenses | 1,304,155 | |
Total deferred tax assets | 1,334,337 | |
Valuation allowance | (1,334,337) | |
Deferred tax assets, net of allowance | $ 0 |
Income Tax - Schedule of Income
Income Tax - Schedule of Income tax provision (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | |||
Current | $ 0 | ||
Deferred | $ (59,000) | (1,334,337) | $ 22,000 |
State | 0 | 0 | 0 |
Total deferred | (59,000) | 22,000 | |
State | |||
Current | 41,000 | 0 | 19,000 |
Deferred | 0 | 0 | 0 |
State | 115,000 | 104,000 | |
Total current | 156,000 | 123,000 | |
Change in valuation allowance | 1,334,337 | ||
Income tax provision | $ 97,000 | $ 0 | $ 145,000 |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation of the federal income tax rate (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory federal income tax rate | 21.00% | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 22.20% | 0.00% | 4.80% |
Derivative asset | 36.70% | 0.00% | |
Warrant liability | (3.80%) | 0.00% | |
Stock-based compensation | (2.70%) | (4.50%) | |
Penalties | (0.10%) | (0.80%) | |
Other | (0.40%) | (0.20%) | |
Research and development tax credit - federal | 5.90% | 3.30% | |
Chang in fair value of warrant liabilities | 12.20% | ||
Transaction costs allocated to warrant liabilities | (2.40%) | ||
Compensation expense—warrants | (5.50%) | ||
Change in valuation allowance | (79.30%) | (25.30%) | (25.70%) |
Income tax provision | (0.50%) | 0.00% | (2.10%) |
Income Tax - Summary of Income
Income Tax - Summary of Income Tax Contingencies (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 111 | $ 0 |
Increases to prior positions | 204 | 104 |
Decreases to prior positions | 0 | 0 |
Increases for current year positions | 141 | 7 |
Balance at end of year | $ 456 | $ 111 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value net derivative asset liability measured on recurring basis unobservable inputs reconciliation transfers into level 1 | $ 10,087,199 |
US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in trust non current | $ 253,788,923 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of the Warrant Liabilities (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2021 | $ 0 |
Warrants [Member] | Level 3 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 14, 2021 (inception) | 0 |
Initial measurement on March 9, 2021 (Initial Public Offering) | 19,368,344 |
Change in fair value | 268,729 |
Transfer to Level 1 | (10,087,199) |
Fair value as of December 31, 2021 | 9,549,874 |
Private Placement Warrants [Member] | Level 3 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 14, 2021 (inception) | 0 |
Initial measurement on March 9, 2021 (Initial Public Offering) | 9,027,379 |
Change in fair value | 522,495 |
Fair value as of December 31, 2021 | 9,549,874 |
Public Warrants [Member] | Level 3 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 14, 2021 (inception) | 0 |
Initial measurement on March 9, 2021 (Initial Public Offering) | 10,340,965 |
Change in fair value | (253,766) |
Transfer to Level 1 | (10,087,199) |
Fair value as of December 31, 2021 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Public Warrants and the Black-Scholes-Merton model (Detail) | Dec. 31, 2021yr | Jan. 12, 2021yr |
Public Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | |
Public Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | |
Public Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 26.9 | |
Public Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | |
Public Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Public Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.21 | |
Private Placement Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10.25 | 9.59 |
Private Placement Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Private Placement Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 23 | 26 |
Private Placement Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 |
Private Placement Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Private Placement Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.26 | 1.21 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member] | Dec. 31, 2021USD ($) |
Liabilities: | |
Warrant Liability | $ 3,726,000 |
Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | 9,549,874 |
Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | 6,756,519 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | 0 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | 6,756,519 |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | 0 |
Significant Other Observable Inputs (Level 3) [Member] | |
Liabilities: | |
Warrant Liability | 3,726,000 |
Significant Other Observable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | 9,549,874 |
Significant Other Observable Inputs (Level 3) [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | $ 0 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - 401(k) Savings Plan [Member] - USD ($) $ in Millions | Jan. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, maximum annual contributions per employee, percent | 100.00% | 90.00% | |
Defined contribution plan, employer matching contribution percent | 4.00% | ||
Defined contribution plan, employer contribution | $ 1.1 | $ 0 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) | Jan. 06, 2022USD ($)shares | Jan. 05, 2022USD ($)$ / sharesshares | Jan. 03, 2022USD ($)shares | Mar. 21, 2022USD ($)$ / shares | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Subsequent Event [Line Items] | ||||||
Common stock par or stated value per share | $ / shares | $ 0.000001 | $ 0.000001 | ||||
Dave Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business combination share price | $ / shares | $ 10 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Adjustment to additional paid in capital derivative asset on loans | $ 35,300,000 | |||||
Adjustment to additional paid in capital loan to stockholders | 15,200,000 | |||||
Subsequent Event [Member] | Executive Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock shares repurchased during the period shares | shares | 146,565 | |||||
Stock shares repurchased during the period value | $ 1,600,000 | |||||
Payment for the repurchase of shares | $ 1,600,000 | |||||
Subsequent Event [Member] | Two Thousand And Seventeen Plan [Member] | Executive Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Deferred share based compensation expense for options not vested | $ 1,900,000 | |||||
Subsequent Event [Member] | Repurchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repurchase price per share | $ / shares | $ 10 | |||||
Minimum amount of cash to be maintanied for shares to be repurchased | $ 300,000,000 | |||||
Subsequent Event [Member] | Settlement Of Other Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Exchange ratio pursuant to the terms of business combination | 1.354387513 | |||||
Minimum amount of debt to be cumulatively drawn per tranche for the warrants to be exercisable | $ 10,000,000 | |||||
Subsequent Event [Member] | Settlement Of Other Agreement [Member] | Warrants To Purchase Class A Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of warrants or rights term | 5 years | |||||
Subsequent Event [Member] | Alameda Research [Member] | Prefunding Of Research [Member] | Amendment To The Subscription Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during the period shares conversion of debt | shares | 1,500,000 | |||||
Stock issued during the period value conversion of debt | $ 15,000,000 | |||||
Subsequent Event [Member] | Counter Realm Shire Services [Member] | White Label Services Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Term of service agreement | 4 years | |||||
Convertible Debt [Member] | Subsequent Event [Member] | Convertible Note Purchase Agreement [Member] | FTX Ventures [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument face value | $ 100,000,000 | |||||
Long term debt bearing fixed interest rate percentage | 3.00% | |||||
Long term debt term | 48 months | |||||
Debt instrument conversion price per share | $ / shares | $ 10 | |||||
Conversion Of Debt Into Equity [Member] | 2019 Convertible Debt | Convertible Debt [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible debt principal amount outstanding at the time of conversion | 700,000 | |||||
Convertible debt instrument accrued interest at the time of conversion | $ 30 | |||||
Stock issued during the period shares conversion of debt | shares | 225,331 | |||||
Merger [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Adjustment to additional paid in capital transaction and issuance costs incurred | $ 20,100,000 | |||||
Business combination transaction costs capitalized | $ 5,100,000 | |||||
Excercise Of Warrants [Member] | Subsequent Event [Member] | Settlement Of Other Agreement [Member] | Warrants To Purchase Class A Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of warrants or rights excercised during the period | shares | 1,664,394 | |||||
Stock issued during the period shares new issues | shares | 450,843 | |||||
VPCC [Member] | Subsequent Event [Member] | Private Investment In Public Equity Investors [Member] | Subscription Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued, price per share | $ / shares | $ 10 | |||||
Common stock shares subscribed but not issued | shares | 21,000,000 | |||||
Common stock value subscribed but not issued | $ 210,000,000 | |||||
VPCC [Member] | Prospective Conversion Of Common Stock From Class B To Class A [Member] | Subsequent Event [Member] | Founder Holder Earnout Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock shares subject to forfeiture on conversion from one class to another | shares | 1,586,037 | |||||
Fair value of entity own equity | $ 12,100,000 | |||||
Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par or stated value per share | $ / shares | 0.0001 | |||||
Common Class A [Member] | Dave Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business combination share price | $ / shares | $ 0.0001 | |||||
Common Class A [Member] | Merger [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par or stated value per share | $ / shares | 0.0001 | |||||
Common Class A [Member] | Merger [Member] | Subsequent Event [Member] | Dave Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business combination share price | $ / shares | $ 10 | |||||
Common Class A [Member] | VPCC [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares outstanding and being excercised by the holders for redemption | shares | 21,417,767 | |||||
Temporary equity redemption price per share | $ / shares | $ 10 | |||||
Shares outstanding and being excercised by the holders for redemption value | $ 224,200 | |||||
Number of shares converted as a result of each share of non redeemed common stock | 1 | |||||
Common Class B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | |||||
Common Class B [Member] | Subsequent Event [Member] | Contingent Share Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum percentage of shares eligible for redemption without any restriction | 20.00% | |||||
Common stock shares subject to forfeiture | shares | 951,622 | |||||
Stock issued during the period shares share based compensation | shares | 951,622 | |||||
Percentage of shares forfeited | 100.00% | |||||
Class A And Class V Common Stock [Member] | Merger [Member] | Subsequent Event [Member] | Dave Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business acquistion equity intrest issued or issuable value assigned | $ 3,500,000,000 | |||||
Class V Common Stock [Member] | Merger [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | |||||
Class V Common Stock [Member] | Merger [Member] | Subsequent Event [Member] | Dave Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business combination share price | $ / shares | $ 10 |