Dave Inc./DE

To the shareholders and the Board of Directors of Dave Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Dave Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for Credit Losses— Refer to Notes 2 and 5 to the financial statements

Critical Audit Matter Description

ExtraCash receivables from contracts with Members as of the balance sheet dates are recorded at their original origination or purchased amounts, inclusive of outstanding processing fees, overdraft service fees and tips, and reduced by an allowance for expected credit losses. The Company pools its ExtraCash receivables, all of which are short-term (average term of approximately 11 days) in nature and arise from contracts with Members, based on shared risk characteristics to assess their risk of loss, even when that risk is remote. The Company uses an aging method and historical loss rates as a basis for estimating the percentage of current and delinquent ExtraCash receivables balances that will result in credit losses to derive the allowance for credit losses. The Company considers whether the conditions at the measurement date and reasonable and supportable forecasts about future conditions warrant an adjustment to its historical loss experience. In assessing such adjustments, the Company primarily evaluates current economic conditions, expectations of near-term economic trends and changes in customer payment terms, collection trends and cash collections subsequent to the balance sheet date.

Given the significant judgment and estimation uncertainty in management’s assumptions, including historical loss rates, aging method, pooling based on shared characteristics, and economic conditions, auditing the allowance for credit losses required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the allowance for credit losses included the following, among others:

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We obtained an understanding and tested the effectiveness of controls over determining the allowance for credit losses, including controls over the ExtraCash advances and data used in determining historical loss rates.

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We evaluated the reasonableness of management’s assumptions used in the allowance for credit losses, including historical loss rates and the stratification of receivables by aging. Our procedures included testing the completeness and accuracy of the underlying data and assessing the calculation of aging percentages.

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We performed retrospective analyses of subsequent cash collections related to advances outstanding at year-end, comparing actual receipts to the amount estimated by the Company.

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We tested the completeness and accuracy of the data used in the allowance calculation and the mathematical accuracy of the calculation.

Deferred Tax Asset Valuation Allowance— Refer to Note 2 and 18 to the financial statements

Critical Audit Matter Description

The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence in the various jurisdictions in which it operates related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2025, based on all available positive and negative evidence, having demonstrated sustained profitability, which is objective and verifiable, and taking into account anticipated future earnings, the Company has concluded that it is more likely than not that its U.S. federal and state deferred tax assets will be realizable. The Company released its valuation allowance during the year ended December 31, 2025.

This determination of the need for a valuation allowance against deferred tax assets involves significant management judgment and estimates, which in turn required a high degree of auditor judgment and an increased extent of effort, including the use of tax specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the need for a deferred tax valuation allowance included the following, among others:

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We tested the effectiveness of controls over management’s assessment of the realizability of deferred tax assets, including controls over the evaluation of positive and negative evidence.

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We evaluated the reasonableness of management’s assumptions regarding future earnings, including consideration of historical operating results, realization of deferred tax assets and forecasted future realization.

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We tested the completeness and accuracy of the underlying data used in management’s analysis and the mathematical accuracy of the valuation allowance calculation.

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With the assistance of our income tax specialists, we evaluated the nature and timing of the expected reversal of temporary differences and the appropriateness of tax rates applied.

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We performed a retrospective review of management’s prior period estimates of future taxable income to assess the reliability of management’s forecasting process.

/s/Deloitte & Touche LLP

Los Angeles, California

March 2, 2026

We have served as the Company's auditor since 2022.