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Warrant Liabilities
9 Months Ended
Sep. 30, 2026
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Warrant Liabilities

Note 9 Warrant Liabilities

As of September 30, 2026, there were 11,430,667 warrants (the "Warrants") outstanding, which are listed on The Nasdaq Stock Market LLC under the symbol "DAVEW." In connection with the 1-for-32 reverse stock split effected on January 4, 2023, 32 Warrants are exercisable for one share of Class A common stock at an aggregate exercise price of $368.00 per share, based on an original exercise price of $11.50 per share. Warrants may only be exercised for a whole number of shares, and only whole Warrants trade. The Warrants expire on January 5, 2027, five years after the completion of the Business Combination, or earlier upon redemption or liquidation. A portion of the Warrants were issued as private placement warrants, which were identical to the public warrants, except that the private placement warrants were non-redeemable so long as they were held by VPC Impact Acquisition Holdings Sponsor III, LLC, which was the sponsor of VPCC and an affiliate of certain of VPCC’s officers and directors prior to the Business Combination, (the “Sponsor”) or its permitted transferees. The private warrants are no longer held by the Sponsor or its permitted transferees, and as such, are exercisable by such holders on the same basis as the public warrants.

The Warrants are exercisable provided 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 Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has filed a registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants. If the Company's Class A common stock is, at the time of any exercise of a Warrant, not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders who exercise their Warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act. If the Company so elects, it will not be required to file or maintain in effect a registration statement; if it 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.

Redemption of Warrants when the price per share of Class A common stock equals or exceeds $576.00:

The Company may redeem the outstanding Warrants for cash:

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in whole and not in part;
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at a price of $0.01 per Warrant;
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upon a minimum of 30 days' prior written notice of redemption; and
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if, and only if, the closing price of Class A common stock equals or exceeds $576.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the Warrants as described above unless a 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 is available throughout the 30-day redemption period.

Redemption of Warrants when the price per share of Class A common stock equals or exceeds $320.00:

The Company may redeem the outstanding Warrants:

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in whole and not in part;
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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 of the Class A common stock, as defined in the warrant agreement; and
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if, and only if, the closing price of Class A common stock equals or exceeds $320.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders.

If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the 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, recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuances of Class A common stock at a price below their exercise price. In no event will the Company be required to net cash settle the Warrants.

The Warrants meet the definition of a derivative under ASC 815, Derivatives and Hedging, and, due to certain settlement provisions in the warrant agreement, do not qualify for equity classification under ASC 815-40. Accordingly, the Warrants are recorded as liabilities at fair value and remeasured at each reporting date, with changes in fair value recognized within changes in fair value of warrant liabilities in the condensed consolidated statements of operations. See Note 13, Fair Value of Financial Instruments.

In connection with entering into the Debt Facility in 2021, the Company issued warrants to the lenders under the Debt Facility (the "Lenders") as a loan commitment fee. Immediately prior to the closing of the Business Combination, all vested Lender warrants were exercised and net settled for 14,087 shares of Class A common stock, and no Lender warrants remain outstanding.