Section 32 Fund Files Dave Inc. 13D Amendment

TL;DR

Section 32 Fund updated its Dave Inc. filing, watch for ownership changes.

AI Summary

On October 9, 2024, Section 32 Fund 1, LP, through its affiliate Section 32, LLC, filed an amendment to its Schedule 13D. This filing indicates a change in beneficial ownership of Dave Inc. stock. The filing was made by Section 32, LLC, with William J. Maris listed as a group member.

Why It Matters

This filing signals a potential shift in significant ownership stakes in Dave Inc., which could influence the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Numbers

• 20241011 — Filing Date (Date of the SC 13D/A filing)
• 20210120 — Name Change Date (Date Dave Inc. changed from VPC Impact Acquisition Holdings III, Inc.)

Key Players & Entities

• Section 32 Fund 1, LP (company) — Filing entity
• Section 32, LLC (company) — Affiliate and authorized contact for filing
• William J. Maris (person) — Group member
• Dave Inc. (company) — Subject company
• VPC Impact Acquisition Holdings III, Inc. (company) — Former company name of Dave Inc.

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $0.00001 — cy Dave Class A common stock, par value $0.00001 (the “Legacy Dave Class A Common
• $0.77 — verage price per share of approximately $0.77 for aggregate proceeds of approximately
• $243,671.05 — for aggregate proceeds of approximately $243,671.05. On August 9, 2022, Fund 1 sold 1,380,
• $0.76 — verage price per share of approximately $0.76 for aggregate proceeds of approximately
• $1,050,214.25 — for aggregate proceeds of approximately $1,050,214.25. On August 10, 2022, Fund 1 sold 361,6
• $0.74 — t a weighted average price per share of $0.74 for aggregate proceeds of approximately
• $267,608.42 — for aggregate proceeds of approximately $267,608.42. On August 12, 2022, Fund 1 sold 656,
• $0.66 — verage price per share of approximately $0.66 for aggregate proceeds of approximately
• $430,758.46 — for aggregate proceeds of approximately $430,758.46. On August 15, 2022, Fund 1 sold 2,094
• $0.60 — verage price per share of approximately $0.60 for aggregate proceeds of approximately
• $1,266,950.70 — for aggregate proceeds of approximately $1,266,950.70. On January 5, 2023, the Issuer effect
• $5.7348 — A Common Stock at a price per share of $5.7348 for aggregate proceeds of $1,707,657.13
• $1,707,657.13 — re of $5.7348 for aggregate proceeds of $1,707,657.13. This summary is qualified by the actua
• $48.90 — A Common Stock at a price per share of $48.90 for aggregate proceeds of $22,005,000.0

Filing Documents

• tm2426079d1_sc13da.htm (SC 13D/A) — 223KB
• 0001104659-24-108132.txt ( ) — 225KB

Security and Issuer

Item 1. Security and Issuer (a) The class of equity securities to which this statement relates is the Class A Common Stock of the Issuer. (b) The principal executive offices of the Issuer are located at 1265 South Cochran Avenue, Los Angeles, CA 90019.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed by Fund 1, GP 1 and Maris. GP 1 is the general partner of Fund 1 and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by Fund 1. Maris is the managing member of GP 1 and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by Fund 1. (b) The address of the principal place of business of each of the Reporting Persons is c/o Section 32, LLC, 169 University Avenue, Palo Alto, CA 94301 . (c) The principal occupation of Maris is as the founder and managing member of the venture capital firm Section 32 . The principal business of each of the other Reporting Persons is the venture capital investment business. (d) During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The responses of the Reporting Persons with respect to row 6 of their respective cover pages to this Schedule 13D are incorporated herein by reference. Page 5

Source and Amount of Funds or Other Considerations

Item 3. Source and Amount of Funds or Other Considerations Business Combination Agreement An aggregate of 98,114,926 shares of Class A Common Stock were acquired by the Reporting Persons pursuant to a Business Combination Agreement, dated as of June 7, 2021, by and among the Issuer, Bear Merger Company I Inc., a Delaware corporation (“First Merger Sub”) and wholly owned subsidiary of the Issuer, Bear Merger Company II LLC, a Delaware limited liability company (“Second Merger Sub”) and wholly owned subsidiary of the Issuer, and Dave Inc., a Delaware corporation (“Legacy Dave”) (as it may be amended from time to time, the “Business Combination Agreement”). Pursuant to the terms of the Business Combination Agreement, a business combination between the Issuer and Legacy Dave was effected through the merger of First Merger Sub with and into Legacy Dave, with Legacy Dave surviving as the surviving company and as a wholly owned subsidiary of the Issuer, immediately followed by the merger of Legacy Dave with and into Second Merger Sub, with Second Merger Sub surviving as the surviving company and as a wholly owned subsidiary of the Issuer (the “Merger,” and collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). The Business Combination closed on January 5, 2022 (the “Closing”). At the effective time of the Merger (the “Effective Time”), and subject to the terms and conditions of the Business Combination Agreement, each share of Legacy Dave Class A common stock, par value $0.00001 (the “Legacy Dave Class A Common Stock”) was canceled and converted into the right to receive the number of shares of the Issuer’s Class A Common Stock equal to the product (rounded down to the nearest whole number) of the number of such shares outstanding immediately prior to the Effective Time multiplied by approxima

Purpose of Transaction

Item 4. Purpose of Transaction Pursuant to the terms of the Business Combination Agreement, the Reporting Persons tendered 72,442,285 shares of Legacy Dave Class A Common Stock in exchange for 98,114,926 shares of Class A Common Stock in the aggregate. in Item 6 of this Schedule 13D, one or more Reporting Persons may from time to time buy or sell additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, other investment opportunities available to the Reporting Persons, general economic, money market and stock market conditions, and other considerations as such Reporting Person deems relevant. Except as described herein, none of the Reporting Persons have a present plan or proposal that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934 (the “Act”). However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Class A Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Class A Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Class A Common Stock beneficially owned by them in any manner permitted by appl

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a)-(b)The responses of the Reporting Persons with respect to rows 7 through 13 of their respective cover pages to this Schedule 13D are incorporated herein by reference. Calculations of the percentage of the shares of Class A Common Stock beneficially owned by the Reporting Persons is based on 11,155,158 shares of Class A Common Stock outstanding as of July 26, 2024 , as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) (File No. 001-40161) on August 6, 2024. (c) Except as described in Items 3 and 4 of this Schedule 13D, which descriptions are incorporated herein by reference, none of the Reporting Persons have engaged in any transaction with respect to the Class A Common Stock during the 60 days prior to the date of filing of this Schedule 13D. (d) Under certain circumstances set forth in the limited partnership agreement of Fund 1 and the limited liability company agreement of GP 1, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Investor Rights Agreement On January 5, 2022, the Issuer entered into an Investor Rights Agreement, which became effective as of the Closing, with VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company, the Issuer’s initial stockholders, the Issuer’s directors, and certain holders of the Issuer’s capital stock, including, among others, certain of the Reporting Persons. Pursuant to the terms of the Investor Rights Agreement, the Issuer will be obligated to file a registration statement to register the resale of certain shares of the Issuer’s Class A Common Stock within 30 days after the Closing. In addition, pursuant to the terms of the Investor Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the parties to the agreement may demand at any time or from time to time, that the Issuer file a registration the Issuer is separately required at all times to maintain an effective resale registration statement for the benefit of the holders party to the agreement. The Investor Rights Agreement also provides such holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Investor Rights Agreement also provides for the securities of the Issuer held by the holders party thereto to be locked-up for a period of time following the Closing, subject to certain exceptions. This summary is qualified by the actual terms of the Investor Rights Agreement, a copy of which is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. Page 8 Purchase Agreement On August 8, 2023, Fund 1 entered into th

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit No. Description A Reference to Nina C. Labatt as Attorney-In-Fact B Agreement of Joint Filing, dated August 17, 2022 C Investor Rights Agreement, dated as of January 5, 2022, by and among the Issuer and the persons named therein (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 2022) D Purchase Agreement, dated as of August 8, 2023, by and among Fund 1 and Proem Special Situations Fund I LP E Purchase Agreement, dated as of August 8, 2023, by and among Fund 1 and Proem Investments Master Fund LP F B. Riley Lock-Up Agreement, dated as of October 9, 2024 Page 9

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 11, 2024 Section 32 Fund 1, LP By: Section 32 GP 1, LLC Its: General Partner By: /s/ Nina C. Labatt Nina C. Labatt, Chief Operating Officer and Chief Financial Officer Section 32 GP 1, LLC By: /s/ Nina C. Labatt Nina C. Labatt, Chief Operating Officer and Chief Financial Officer William J. Maris /s/ Nina C. Labatt Nina C. Labatt, Attorney-in-Fact for William J. Maris Page 10 exhibit A POWER OF ATTORNEY Nina C. Labatt has signed this Schedule 13D as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies. Page 11 exhibit B Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Class A Common Stock of Dave Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies. Page 12 exhibit D STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of August 8, 2023 by and among Section 32 Fund 1, LP, a Delaware limited partnership (the “ Seller ”), and Proem Special Situations Fund I LP, a Delaware limited partnership (the “ Purchaser ”). WHEREAS, Seller owns shares of the issued and outstanding Class A common stock, par value $0.0001 per share (“ Company Shares ”), of Dave Inc., a Delaware corporation (the “ Company ”); and WHEREAS, Seller desires to sell, and Purchaser desires to purchase, an aggregate of 148,885 Company Shares for an aggregate purchase price as set forth in Section 1.2 herein. NOW, THEREFORE, in consideration of the foregoing premises and the covenants, agreements and represe

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