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v3.22.2.2

Summary of Significant Accounting Policies (Tables) | 6 Months Ended
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Jun. 30, 2022
Schedule of Earnings Per Share Basic And Diluted |
|  | For the Three Months Ended June 30, |  |  | For the Six Months Ended June 30, |
|  | 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |
Numerator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net (loss) income |  | $ | (27,115 | ) |  | $ | (864 | ) |  | $ | (59,910 | ) |  | $ | 3,088 |
Less: noncumulative dividend to convertible preferred stockholders |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (3,088 | )
Less: undistributed earnings to participating securities |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net loss attributed to common stockholders—basic |  |  | (27,115 | ) |  |  | (864 | ) |  |  | (59,910 | ) |  |  | — |
Add: undistributed earnings reallocated to common stockholders |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net loss attributed to common stockholders—diluted |  | $ | (27,115 | ) |  | $ | (864 | ) |  | $ | (59,910 | ) |  | $ | — |
Denominator |
Weighted-average shares of common stock—basic |  |  | 371,540,222 |  |  |  | 135,906,931 |  |  |  | 370,170,270 |  |  |  | 134,341,921 |
Dilutive effect of convertible preferred stock |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 185,833,546 |
Dilutive effect of equity incentive awards |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 34,167,964 |
Weighted-average shares of common stock—diluted |  |  | 371,540,222 |  |  |  | 135,906,931 |  |  |  | 370,170,270 |  |  |  | 354,343,431 |
Net loss per share |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.07 | ) |  | $ | (0.01 | ) |  | $ | (0.16 | ) |  | $ | 0.00 |
Diluted |  | $ | (0.07 | ) |  | $ | (0.01 | ) |  | $ | (0.16 | ) |  | $ | 0.00 |
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 June 30, 2022 and December 31, 2021, 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):
June 30, 2022 |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Marketable securities |  | $ | 36,083 |  |  | $ | — |  |  | $ | — |  |  | $ | 36,083 |
Short-term investments |  |  | — |  |  |  | 194,347 |  |  |  | — |  |  |  | 194,347 |
Total assets |  | $ | 36,083 |  |  | $ | 194,347 |  |  | $ | — |  |  | $ | 230,430 |
Liabilities |
Warrant liabilities - public warrants |  | $ | 539 |  |  | $ | — |  |  | $ | — |  |  | $ | 539 |
Warrant liabilities - private placement warrants |  |  | — |  |  |  | — |  |  |  | 631 |  |  |  | 631 |
Earnout liabilities |  |  | — |  |  |  | — |  |  |  | 48 |  |  |  | 48 |
Total liabilities |  | $ | 539 |  |  | $ | — |  |  | $ | 679 |  |  | $ | 1,218 |
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 payab l e |  |  | — |  |  |  | — |  |  |  | 15,051 |  |  |  | 15,051 |
Total liabilities |  | $ | — |  |  | $ | — |  |  | $ | 18,777 |  |  | $ | 18,777 |
Summary of computation of diluted net loss (income) per share | The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive:
|  | For the Three Months Ended June 30, |  |  | For the Six Months Ended June 30, |
|  | 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |
Equity incentive awards |  |  | 15,094,013 |  |  |  | 40,779,422 |  |  |  | 15,065,036 |  |  |  | 1 |
Convertible debt |  |  | 10,000,000 |  |  |  | — |  |  |  | 10,000,000 |  |  |  | — |
Convertible preferred stock |  |  | — |  |  |  | 203,882,182 |  |  |  | — |  |  |  | 18,048,635 |
Series B-1 warrants |  |  | — |  |  |  | 2,333,122 |  |  |  | — |  |  |  | 2,333,122 |
Total |  |  | 25,094,013 |  |  |  | 246,994,726 |  |  |  | 25,065,036 |  |  |  | 20,381,758 |
Schedule of Variable Interest Entities | The carrying value of Dave OD’s assets and liabilities, after elimination of any intercompany transactions and balances, in the unaudited condensed consolidated balance sheet are as follows:
|  | As of June 30, 2022 |  |  | As of December 31, 2021 |
Assets |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 21,706 |  |  | $ | 26,239 |
Member advances, net of allowance for unrecoverable advances of $1,756 and @ 1,315 as of June 30, 2022 and December 31, 2021, respectively |  |  | 51,358 |  |  |  | 35,835 |
Debt and credit facility commitment fee, current |  |  | 240 |  |  |  | 470 |
Debt facility commitment fee, long-ter m |  |  | 102 |  |  |  | 131 |
Total assets |  | $ | 73,406 |  |  | $ | 62,675 |
Liabilities |  |  |  |  |  |  |  |
Accounts payable |  | $ | 462 |  |  | $ | 411 |
Credit facility |  |  | 20,000 |  |  |  | 20,000 |
Debt facility |  |  | 35,000 |  |  |  | 35,000 |
Other current liability |  |  | — |  |  |  | 400 |
Warrant liability |  |  | — |  |  |  | 3,726 |
Total liabilities |  | $ | 55,462 |  |  | $ | 59,537 |
Summary of operating revenues | Below is detail of operating revenues (in thousands):
|  | For the Three Months Ended June 30, |  |  | For the Six Months Ended June 30, |
|  | 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |
Service based revenue, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Processing fees, net |  | $ | 23,853 |  |  | $ | 18,978 |  |  | $ | 44,831 |  |  | $ | 36,378 |
Tips |  |  | 14,546 |  |  |  | 11,063 |  |  |  | 28,494 |  |  |  | 21,062 |
Subscriptions |  |  | 4,346 |  |  |  | 4,123 |  |  |  | 8,500 |  |  |  | 8,995 |
Other |  |  | 246 |  |  |  | 222 |  |  |  | 434 |  |  |  | 369 |
Transaction based revenue, net |  |  | 2,814 |  |  |  | 2,843 |  |  |  | 6,097 |  |  |  | 4,851 |
Total |  | $ | 45,805 |  |  | $ | 37,229 |  |  | $ | 88,356 |  |  | $ | 71,655 |
Summary of roll-forward of the Level 3 private warrant liability | A roll-forward of the Level 3 private warrant liability is as follows (dollars in thousands):
Opening value at January 1, 2022 |  | $ | — |
Initial fair value at the merger date |  |  | 6,681 |
Change in fair value during the period |  |  | (6,050 | )
Ending value at June 30, 2022 |  | $ | 631 |
The Company used a Black-Scholes option pricing model to determine the fair value of the private warrant liability. The following table presents the assumptions used to value the private warrant liability for the period ended June 30, 2022:
Exercise Price |  | $ | 11.50 |
Expected volatility |  |  | 88.2 | %
Risk-free interest rate |  |  | 3.01 | %
Remaining term |  |  | 4.51 years |
Dividend yield |  |  | 0 | %
Derivative Liability [Member] |
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 (dollars 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 |
Change in fair value during the year |  |  | (361 | )
Exercise of warrant |  |  | (3,365 | )
Ending value at June 30, 2022 |  | $ | — |
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 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] |
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 (dollars in thousands):
Opening value at January 1, 2021 |  | $ | 457 |
Amendment to loan to stockholder |  |  | 5 |
Change in fair value during the year |  |  | 34,791 |
Ending value at December 31, 2021 |  |  | 35,253 |
Change in fair value during the period |  |  | (5,572 | )
Exercise of call option |  |  | (29,681 | )
Ending value at June 30, 2022 |  | $ | — |
Summary of fair value of the derivative asset and liability | 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 following table presents the assumptions used to value the call options for the year ended December 31, 2021:
|  | December 31, 2021 |
Expected volatility |  |  | 61.5 | %
Risk-free interest rate |  |  | 0.2 | %
Remaining term |  |  | 3.0 Years |
Promissory Note [Member] |
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 (dollars in thousands):
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 |
Change in fair value during the year |  |  | (51 | )
Discharge of obligation through the issuance of Common Stock |  |  | (15,000 | )
Ending value at June 30, 2022 |  | $ | — |
Earnout Shares Liability [Member] |
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 Founder Holder Earnout Shares liability is as follows (dollars in thousands):
Opening value at January 1, 2022 |  | $ | — |
Initial fair value at the merger date |  |  | 9,682 |
Change in fair value during the period |  |  | (9,634 | )
Ending value at June 30, 2022 |  | $ | 48 |
Summary of fair value of the derivative asset and liability | The Company used a Monte Carlo Simulation Method to determine the fair value of the Founder Holder Earnout Shares liability. The following table presents the assumptions used to value the Founder Holder Earnout Shares liability for the period ended June 30, 2022:
|  | June 30, 2022 |
Exercise Price |  | $ | 11.50 |
Expected volatility |  |  | 55.0 | %
Risk-free interest rate |  |  | 3.01 | %
Remaining term |  |  | 4.51 years |
Dividend yield |  |  | 0 | %

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