Filed Pursuant to Rule 424(b)(3)
Registration No. 333-262478
PROSPECTUS SUPPLEMENT NO.5
(to Prospectus dated
April 13, 2022)
Dave Inc.
Up to 319,960,376 Shares of Class A Stock
Up to 11,444,364 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 5,100,214 Warrants
This prospectus
supplement supplements the prospectus dated April 13, 2022 (the Prospectus), which forms a part of our registration statement on Form S-1
(No. 333-262478), that relates to the offer and sale from time to time by the selling securityholders named in the Prospectus (the Selling Securityholders) of up to (i) 331,404,740 shares of
our Class A common stock, par value $0.0001 per share (the Class A Common Stock), which consists of up to (a) 21,000,000 shares of Class A Common Stock issued in a private placement pursuant to subscription agreements
entered into on June 7, 2021, (b) 48,450,639 shares of Class A Common Stock that are issuable by us upon conversion of our Class V common stock, par value $0.0001 per share (the Class V Common Stock), (c) 5,392,528
shares of Class A Common Stock originally issued in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC (the Sponsor) in connection with the initial public offering (the IPO) of our predecessor, VPC
Impact Acquisition Holdings III, Inc. (VPCC), 51,000 of which were subsequently distributed to certain equityholders of VPCC, (d) 5,100,214 shares of Class A Common Stock that are issuable by us upon the exercise of 5,100,214
warrants originally issued in a private placement to the Sponsor in connection with the IPO at an exercise price of $11,50 per share of Class A Common Stock, (e) 6,344,150 shares of Class A Common Stock that are issuable by us upon the
exercise of 6,344,150 warrants originally issued in connection with the IPO at an exercise price of $11,50 per share of Class A Common Stock that were previously registered (the Public Warrants), (f) 244,949,074 shares of
Class A Common Stock issued upon consummation of our Business Combination (as defined in the Prospectus) and held by certain of our directors and officers and other holders of registration rights, and (g) 168,135 shares of Class A Common
Stock underlying the options held by certain former employees of Dave Inc. prior to the Business Combination and (ii) up to 5,100,214 Private Warrants.
Our Class A Common Stock and Public Warrants are listed on the Nasdaq Global Market (Nasdaq) under the symbols
DAVE and DAVEW, respectively. On July 28, 2022 the closing sale price as reported on Nasdaq of our Class A Common Stock was $0.72 per share and of our Public Warrants was $0.1573 per warrant.
This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our
Report on Form 8-K, filed with the Securities and Exchange Commission (the SEC) on July 28, 2022. Accordingly, we have attached the Form 8-K to this
prospectus supplement.
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this
prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the Prospectus.
We are an emerging growth company as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, are
subject to reduced public company reporting requirements.
Investing in
our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in our securities in Risk
Factors beginning on page 14 of the Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 29, 2022.