☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
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Cayman Islands
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N/A
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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341 Newbury St, 6th Floor
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02115
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Boston, MA
(Address of principal executive offices)
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(Zip Code)
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Title of Each Class:
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Trading Symbol(s)
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Name of Each Exchange on Which Registered:
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
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DPCSU
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The Nasdaq Stock Market LLC
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Class A ordinary share, par value $0.0001 per share
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DPCS
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The Nasdaq Stock Market LLC
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Redeemable public warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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DPCSW
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The Nasdaq Stock Market LLC
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company | ☒ |
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Page
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2
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Item 1.
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2
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Item 1A.
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11
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Item 1B.
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46
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Item 1C.
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46 |
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Item 2.
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47
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Item 3.
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47
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Item 4.
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47
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48
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Item 5.
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48
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Item 6.
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49
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Item 7.
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49
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Item 7A.
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57
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Item 8.
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58 | |
Item 9.
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80
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Item 9A.
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80 | |
Item 9B.
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83 | |
Item 9C.
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83
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84 | ||
Item 10.
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84 | |
Item 11.
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91 | |
Item 12.
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92 | |
Item 13.
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94 | |
Item 14.
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96 | |
97 | ||
Item 15.
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97 | |
Item 16.
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98 | |
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99 |
•
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Founding companies that have scaled into large, successful businesses;
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•
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Operating companies, setting and changing strategies and capital allocation, and identifying, monitoring and recruiting world-class talent;
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•
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Acquiring and integrating companies;
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•
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Developing and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic footprint of
businesses;
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•
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Sourcing, structuring, and selling businesses;
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•
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Accessing the capital markets, including financing businesses and helping companies transition to public ownership; and
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•
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Engaging with public market analysts and investors to help companies better communicate their business model, opportunity and strategy to maximize value for their
shareholders.
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•
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Tech-enabled Consumer: Shoebuy.com; DraftKings; Rue Gilt Groupe; Restoration Hardware; Eastern Bank; Resident; Rent the Runway; CABA Design; Monument; FlexCar;
CoachUp; Blitsy; and Paintzen.
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•
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Technology: SessionM; Communispace; Definitive Healthcare; Infinata; CLYPD; Returnalyze; Reblaze; Vee24; UpShift; Brightcove; Yieldify; Jebbit; Aperio; Black Kite;
JobGet; connectRN; Quattro Wireless; and Raptor Maps.
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•
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Can achieve rapid revenue growth in a large and growing market.
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•
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Have achieved scale and are on a predictable growth trajectory. Additionally, we seek businesses that are profitable, or have a clear path to profitability, and the
ability to grow that profitability over time.
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•
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Have a defensible market position with demonstrated advantages compared to competitors that create barriers to entry against new potential market entrants. We intend
to identify businesses with defensible technology, intellectual property rights, branding or market positioning. Further, we strongly value an organization’s ability to evolve with a changing market in order to continue to be the
disruptor rather than the disrupted as the business gains scale.
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•
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Have significant embedded and/or underexploited expansion opportunities. This can be accomplished through a combination of accelerating organic growth and finding
attractive bolt-on acquisition targets. Our management team and Industry Advisors have significant experience in identifying such targets and helping target management assess the strategic and financial fit of potential bolt-on
acquisitions. Similarly, we believe our management team and Industry Advisors have the expertise to assess the likely synergies between target companies and help a target effectively integrate acquisitions.
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•
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Exhibit unrecognized value or other characteristics that we believe represent upside in the public markets based on our company-specific analysis and due diligence
review. For a potential target company, this process will include, among other things, a review and analysis of the company’s capital structure, quality of earnings, potential for operational improvements, corporate governance,
customers, material contracts, and industry background and trends.
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•
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Have strong, experienced management teams, or provide a platform to assemble an effective management team with a track record of driving growth, profitability, and
value creation.
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•
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Are prepared to be public companies and will benefit from having access to the public markets in order to enhance their ability to grow, pursue accretive acquisitions,
high-return capital projects, and/or strengthen their balance sheet.
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•
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We have no operating history and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.
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•
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We may not be able to consummate a Business Combination before November 12, 2024 or during any Extension Period, in which case we would
cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
•
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If we have not completed our Business Combination by November 12, 2024, unless otherwise extended, our public shareholders may be forced to wait beyond such date before redemption proceeds from our Trust Account become available. |
•
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Our shareholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete our Business
Combination even though a majority of our public shareholders do not support such a combination. |
•
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Our Initial Shareholders will be able to approve the Business Combination, regardless of how our public shareholders vote. |
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Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. |
•
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The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a Business Combination with a target. |
•
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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
•
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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
•
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The net proceeds of the Public Offering, the sale of the Private Placement Warrants and the Sponsor Loan not being held in the Trust Account are insufficient to allow us to operate until November 12, 2024, and we will depend on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete our Business Combination. |
•
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The requirement that we consummate a Business Combination by November 12, 2024 may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Business Combination on terms that would produce value for our shareholders. |
•
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Our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the ongoing military conflicts and other geopolitical uncertainties. |
•
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Increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate a Business Combination. |
•
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Our Sponsor, directors, executive officers, advisors or any of their affiliates may elect to purchase public shares or Warrants, which may influence a vote on a proposed Business Combination and reduce the public “float” of our Class A ordinary shares or Public Warrants. |
•
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If we seek shareholder approval of our Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. |
•
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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our Business Combination. If we have not consummated our Business Combination by November 12, 2024, unless otherwise extended, our public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless. |
•
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You do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to
liquidate your investment, you may be forced to sell your public shares or Public Warrants, potentially at a loss. |
•
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The Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our
securities and subject us to additional trading restrictions. |
•
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Our Initial Shareholders have a controlling interest in us and thus may exert control over actions requiring a shareholder vote, potentially in a manner that you do not support. |
•
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We have identified material weaknesses in our internal controls over financial reporting. The material weaknesses could continue to adversely affect our ability to report our results of operations
and financial condition accurately and in a timely manner.
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•
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The funds in the Trust Account are currently held in cash in an interest-bearing account, and interest rate can vary significantly, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.20 per share. |
•
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Since our Sponsor, executive officers and directors will lose their entire investment in us if our Business Combination is not completed (other than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our Business Combination. |
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You will not be entitled to protections normally afforded to investors of many other blank check companies. |
•
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Our registered independent public accountants have included an explanatory paragraph on our ability to continue as a going concern in their report of registered independent public accounting firm. |
•
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restrictions on the nature of our investments; and
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•
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restrictions on the issuance of securities,
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•
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registration as an investment company with the SEC;
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•
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adoption of a specific form of corporate structure; and
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•
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
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•
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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•
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the
maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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•
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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•
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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•
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our inability to pay dividends on our Class A ordinary shares;
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•
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary
shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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•
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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•
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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•
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and
other purposes and other disadvantages compared to our competitors who have less debt.
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•
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solely dependent upon the performance of a single business, property or asset; or
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•
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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•
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a limited availability of market quotations for our securities;
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•
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reduced liquidity for our securities;
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•
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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent
rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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•
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a limited amount of news and analyst coverage; and
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•
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a decreased ability to issue additional securities or obtain additional financing in the future.
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•
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costs and difficulties inherent in managing cross-border business operations;
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•
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rules and regulations regarding currency redemption;
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•
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complex corporate withholding taxes on individuals;
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•
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laws governing the manner in which future business combinations may be effected;
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•
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laws granting government authorities the power to block, modify or unwind business combinations;
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•
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exchange listing and/or delisting requirements;
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•
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tariffs and trade barriers;
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•
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regulations related to customs and import/export matters;
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•
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local or regional economic policies and market conditions;
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•
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unexpected changes in regulatory requirements;
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•
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longer payment cycles;
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•
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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•
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currency fluctuations and exchange controls;
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•
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rates of inflation;
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•
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challenges in collecting accounts receivable;
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•
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cultural and language differences;
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•
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employment regulations;
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•
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underdeveloped or unpredictable legal or regulatory systems;
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•
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corruption;
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•
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protection of intellectual property;
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•
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social unrest, crime, strikes, riots and civil disturbances;
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•
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regime changes and political upheaval;
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•
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terrorist attacks, natural disasters and wars; or
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•
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deterioration of political relations with the United States.
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•
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may significantly dilute the equity interest of investors in the Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary
shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
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•
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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
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•
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could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net
operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
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•
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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
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•
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may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or Public Warrants; and
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•
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may not result in adjustment to the exercise price of our Warrants.
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•
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we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq;
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•
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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and
responsibilities; and
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•
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we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the
committee’s purpose and responsibilities.
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Item 1B.
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Unresolved Staff Comments.
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Item 1C.
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Cybersecurity.
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Item 2.
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Properties.
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
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(a)
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Market Information
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(b)
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Holders
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(c)
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Dividends
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(d)
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Securities Authorized for Issuance Under Equity Compensation Plans
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(e)
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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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Page
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Report of Independent Registered Public Accounting Firm (Marcum LLP, PCAOB ID:
688)
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59
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60
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61 | |
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62 | |
63 | |
64 |
ASSETS |
December 31, 2023 | December 31, 2022 | ||||||
Cash
|
$
|
409,643
|
$ | 946,299 | ||||
Prepaid expenses
|
16,640
|
208,548 | ||||||
Total current assets
|
426,283
|
1,154,847 | ||||||
Cash (Investments) held in Trust Account
|
44,290,118 |
237,982,862 | ||||||
Total Assets
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$
|
44,716,401
|
$ | 239,137,709 | ||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
42,046
|
$ | 2,100 | ||||
Accrued expenses
|
1,077,056
|
333,092 | ||||||
Total current liabilities
|
1,119,102
|
335,192 | ||||||
Deferred underwriting fees payable
|
8,050,000
|
8,050,000 | ||||||
Convertible loan from related party
|
4,600,000
|
4,600,000 | ||||||
Total liabilities
|
13,769,102
|
12,985,192 | ||||||
Commitments and Contingencies
|
|
|
||||||
Class A ordinary shares subject to possible redemption, 4,059,402 and 23,000,000 shares at redemption amounts of $10.91 and $10.35 per share at December 31, 2023 and December 31, 2022, respectively
|
44,290,118
|
237,982,862 | ||||||
Shareholders’ deficit
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued
or outstanding
|
-
|
- | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued
or outstanding (excluding 4,059,402 and 23,000,000 shares subject to possible redemption at December 31, 2023 and December 31, 2022, respectively)
|
-
|
- | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000
shares issued and outstanding
|
575
|
575 | ||||||
Additional paid-in capital
|
-
|
- | ||||||
Accumulated deficit
|
(13,343,394
|
)
|
(11,830,920
|
)
|
||||
Total shareholders’ deficit
|
(13,342,819
|
)
|
(11,830,345
|
)
|
||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
|
$
|
44,716,401
|
$ |
239,137,709 |
For The Year Ended
December 31, 2023
|
For The Year Ended
December 31, 2022
|
|||||||
General and administrative expenses
|
1,512,474 | 948,157 | ||||||
Loss from operations
|
(1,512,474 | ) |
(948,157
|
)
|
||||
Earnings on cash (investments) held in Trust Account
|
5,299,109 | 3,382,862 | ||||||
Net income
|
$ | 3,786,635 |
$
|
2,434,705
|
||||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted
|
10,753,476 |
23,000,000
|
||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
$ | 0.23 |
$
|
0.08
|
||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted
|
5,750,000 |
5,750,000
|
||||||
Basic and diluted net income per share, Class B non-redeemable ordinary shares
|
$ | 0.23 |
$
|
0.08
|
Ordinary Shares | ||||||||||||||||||||||||||||
Class A
|
Class B
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-In
Capital
|
Accumulated
Deficit
|
Total Shareholders’
Deficit
|
||||||||||||||||||||||
Balance as of January 1, 2023
|
-
|
$
|
-
|
5,750,000
|
$
|
575
|
$
|
-
|
$
|
(11,830,920
|
)
|
$
|
(11,830,345
|
)
|
||||||||||||||
Capital contribution made by Sponsor for non-redemption agreement
|
-
|
-
|
-
|
-
|
2,791,710
|
-
|
2,791,710
|
|||||||||||||||||||||
Cost of raising capital related to shareholder non-redemption agreements
|
- | - | - | - | (2,791,710 | ) | - | (2,791,710 | ) | |||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value
|
-
|
-
|
-
|
-
|
-
|
(5,299,109
|
)
|
(5,299,109
|
)
|
|||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
3,786,635
|
3,786,635
|
|||||||||||||||||||||
Balance as of December 31, 2023
|
- | $ | - | 5,750,000 | $ | 575 | $ | - | $ | (13,343,394 | ) | $ | (13,342,819 | ) |
Ordinary Shares | ||||||||||||||||||||||||||||
Class A
|
Class B
|
|
|
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-In
Capital
|
Accumulated
Deficit
|
Total Shareholders’
Deficit
|
||||||||||||||||||||||
Balance as of January 1, 2022
|
-
|
$
|
-
|
5,750,000
|
$
|
575
|
$ |
-
|
$ |
(10,882,763
|
)
|
$
|
(10,882,188
|
)
|
||||||||||||||
Remeasurement of Class A
ordinary shares to redemption value
|
-
|
-
|
-
|
-
|
-
|
(3,382,862
|
)
|
(3,382,862
|
)
|
|||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
2,434,705
|
2,434,705
|
|||||||||||||||||||||
Balance as of December 31, 2022 | - | $ |
- | 5,750,000 | $ | 575 | $ | - | $ |
(11,830,920 | ) | $ |
(11,830,345 | ) |
For The Year Ended
December 31, 2023
|
For The Year Ended
December 31, 2022
|
|||||||
Cash Flows from Operating Activities
|
||||||||
Net income
|
$ | 3,786,635 |
$
|
2,434,705
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Earnings on cash (investments) held in Trust Account
|
(5,299,109 | ) | (3,382,862 | ) | ||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
191,908 |
25,452
|
||||||
Other assets
|
- | 213,631 | ||||||
Accounts payable
|
39,946 |
(111,977
|
)
|
|||||
Accrued expenses
|
743,964 |
327,051
|
||||||
Net cash used in operating activities
|
(536,656 | ) |
(494,000
|
)
|
||||
Cash Flows from Investing Activities
|
||||||||
Trust Account Withdrawal-redemption
|
198,991,853 |
-
|
||||||
Net cash provided by investing activities
|
198,991,853 |
-
|
||||||
Cash Flows from Financing Activities
|
||||||||
Redemption of Class A ordinary shares
|
(198,991,853 | ) | - | |||||
Net cash used in financing activities
|
(198,991,853 | ) |
-
|
|||||
|
||||||||
Net change in cash
|
(536,656 | ) |
(494,000
|
)
|
||||
Cash – beginning of period
|
946,299 |
1,440,299
|
||||||
Cash – end of period
|
$ | 409,643 |
$
|
946,299
|
||||
|
||||||||
Supplemental disclosure of noncash investing and financing
activities:
|
||||||||
Remeasurement of Class A shares to redemption value
|
$ | 5,299,109 | $ | 3,382,862 | ||||
Capital contribution from Sponsor
|
$ | 2,791,710 |
$
|
-
|
||||
Offering cost associated with non-redemption agreement
|
$ | (2,791,710 | ) | $ | - |
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient
frequency and volume to provide pricing information on an ongoing basis.
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in
markets that are not active.
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Year Ended December 31, 2023 | ||||||||
Class A
subject to possible redemption
|
Class B |
|||||||
Allocation of net income
|
$ | 2,467,328 |
|
1,319,307 | ||||
Basic and diluted weighted average shares outstanding
|
10,753,476 | 5,750,000 | ||||||
Basic and diluted net income per share
|
$ | 0.23 |
|
0.23 |
Year Ended December 31, 2022 | ||||||||
Class A
subject to possible redemption
|
Class B |
|||||||
Allocation of net income
|
$ | 1,947,764 |
|
486,941 | ||||
Basic and diluted weighted average shares outstanding
|
23,000,000 | 5,750,000 | ||||||
Basic and diluted net income per share
|
$ | 0.08 |
|
0.08 |
Number of
Shares
|
Amount | |||||||
Gross proceeds
|
|
23,000,000 |
$
|
230,000,000
|
||||
Less:
|
||||||||
Class A Ordinary Shares issuance costs
|
- | (12,739,238 | ) | |||||
Fair value of Public Warrants at issuance
|
- | (6,900,000 | ) | |||||
|
||||||||
Plus:
|
||||||||
Accretion of carrying value to redemption value
|
- |
24,239,238
|
||||||
Class A Ordinary Shares subject to possible redemption at December 31, 2021
|
23,000,000 | |
234,600,000
|
|||||
Remeasurement of redemption value of Class A Ordinary Shares subject to possible redemption
|
- | 3,382,862 | ||||||
Class A Ordinary Shares subject to possible redemption at December 31, 2022
|
|
23,000,000 |
|
237,982,862 | ||||
Remeasurement of redemption value of Class A Ordinary Shares subject to possible redemption
|
- | 5,299,109 | ||||||
Redemption of Class A ordinary shares
|
(18,940,598 | ) | (198,991,853 | ) | ||||
Class A Ordinary Shares subject to possible redemption at December 31, 2023
|
|
4,059,402 | $
|
44,290,118 |
|
•
|
in whole and not in part;
|
|
•
|
at a price of $0.01 per warrant;
|
|
•
|
upon a minimum of 30 days’ prior written notice of
redemption; and
|
|
•
|
if, and only if the last reported sale price of Class A Ordinary Shares 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 “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Other Unobservable Inputs
(Level 3)
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
$
|
237,982,862
|
$
|
—
|
$
|
—
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
• |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
|
• |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors, and
|
• |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Item 9C.
|
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Name
|
Age
|
Title
|
||
Scott Savitz
|
54
|
Chief Executive Officer and Chairman
|
||
Bruce Revzin
|
66
|
Chief Financial Officer
|
||
Lars Albright
|
48
|
Director
|
||
Diane Hessan
|
68
|
Director
|
||
Leonard Schlesinger
|
70
|
Director
|
• |
meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
|
• |
monitoring the independence of the independent registered public accounting firm;
|
• |
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
• |
inquiring and discussing with management our compliance with applicable laws and regulations;
|
• |
pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
|
• |
appointing or replacing the independent registered public accounting firm;
|
• |
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor
regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
|
• |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our
financial statements or accounting policies;
|
• |
monitoring compliance on a quarterly basis with the terms of the Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or
otherwise causing compliance with the terms of the Public Offering; and
|
• |
reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be
reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
|
• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of
such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
|
• |
reviewing and approving the compensation of all of our other Section 16 executive officers;
|
• |
reviewing our executive compensation policies and plans;
|
• |
implementing and administering our incentive compensation equity-based remuneration plans;
|
• |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
|
• |
producing a report on executive compensation to be included in our annual proxy statement; and
|
• |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
• |
should have demonstrated notable or significant achievements in business, education or public service;
|
• |
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to
its deliberations; and
|
• |
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
|
• |
duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
|
• |
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
• |
directors should not improperly fetter the exercise of future discretion;
|
• |
duty to exercise powers fairly as between different sections of shareholders;
|
• |
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
|
• |
duty to exercise independent judgment.
|
Name of Individual
|
Entity
|
Entity’s Business
|
Affiliation
|
|||
Scott Savitz
|
• Data Point Capital
|
• Venture Capital
|
• Managing Partner
|
|||
Bruce Revzin
|
• Data Point Capital
|
• Venture Capital
|
• Chief Financial Officer
|
|||
Lars Albright
|
• Unusual Ventures
|
• Venture Capital
|
• General Partner
|
|||
Diane Hessan
|
• Brightcove
|
• Technology
|
• Director
|
|||
• Eastern Bank
|
• Banking
|
• Director
|
||||
• Panera Bread
|
• Restaurant
|
• Director
|
||||
• Schlesinger Group
|
• Marketing Research
|
• Director
|
||||
Leonard Schlesinger
|
• RH
|
• Home Furnishing
|
• Director
|
|||
• Viewpost
|
• Technology
|
• Director
|
• |
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged
in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
|
• |
Our Sponsor subscribed for Founder Shares prior to the Close Date and purchased Private Placement Warrants on the Close Date.
|
• |
Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and
Public Shares held by them in connection with (i) the completion of our Business Combination, and (ii) a shareholder vote to approve an amendment to our third amended and restated memorandum and articles of association (A) that
would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if
we do not complete our Business Combination by November 12, 2024 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our Sponsor has agreed to waive its rights
to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our Business Combination within
the prescribed time frame, the Private Placement Warrants will expire worthless. Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their Founder
Shares until the earliest of (A) one year after the completion of our Business Combination and (B) subsequent to our Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our Business Combination, or
(y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other
property. Except as described herein, the Private Placement Warrants will not be transferable until 30 days following the completion of our Business Combination. Because each of our executive officers and director nominees will own
ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination.
|
• |
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included
by a target business as a condition to any agreement with respect to our Business Combination.
|
• |
Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including special purpose acquisition
companies they may become involved with, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands
law. In addition, our sponsor, officers and directors are not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business
combinations, prior to us completing our Business Combination. Therefore, our Sponsor, officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment
ventures during the period in which we are seeking an initial business combination. These companies may seek to complete a business combination in any location and may not focus on any particular industry for a business combination.
Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination with a potential acquisition target.
|
• |
The personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our Business
Combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our Business Combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business
combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a Business Combination.
|
•
|
Our Sponsor has loaned us $4,600,000 as of the Close Date at no interest. The proceeds of the Sponsor Loan were deposited into the Trust Account and will be repaid
or converted into Private Placement Warrants, at the discretion of our Sponsor, at a conversion price of $1.50 per Private Placement Warrant upon the consummation of our Business Combination.
|
• |
Pursuant to the terms of the Third A&R M&A, on February 9, 2024, our Sponsor and its affiliates have elected to convert an aggregate of 5,749,997 Founder Shares on a one-for-one basis into
Class A ordinary shares.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
|
• |
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
|
• |
each of our executive officers and directors that beneficially own ordinary shares; and
|
• |
all our executive officers and directors as a group.
|
Class A Ordinary Shares
|
Class B Ordinary Shares(2)
|
Approximate
Percentage of
Outstanding
Ordinary
Shares
|
||||||||||||||||||
Name and Address of Beneficial Owner (1)
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage
of
Class
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage
of
Class
|
||||||||||||||||
5% Holders of the Company
|
||||||||||||||||||||
DP Investment Management Sponsor I LLC (our Sponsor)(3)
|
2,874,999
|
39.66
|
%
|
1
|
(2)(3)
|
33.33
|
%
|
39.66
|
%
|
|||||||||||
Funds affiliated with Data Point Capital(4)
|
2,874,998
|
39.66
|
%
|
2
|
(2)
|
66.67
|
%
|
39.66
|
%
|
|||||||||||
Polar Asset Management Partners Inc.(5)
|
419,396
|
5.78
|
%
|
—
|
—
|
5.78
|
%
|
|||||||||||||
Hudson Bay Capital Management LP(6)
|
400,000
|
5.52
|
%
|
—
|
—
|
5.52
|
%
|
|||||||||||||
Radcliffe Capital Management L.P.(7)
|
400,000
|
5.52
|
%
|
—
|
—
|
5.52
|
%
|
|||||||||||||
Exos Asset Management LLC(8)
|
397,045
|
5.44
|
%
|
—
|
—
|
5.44
|
%
|
|||||||||||||
Fir Tree Capital Management LP(9)
|
367,588
|
5.07
|
%
|
—
|
—
|
5.07
|
%
|
|||||||||||||
Executive Officers and Directors
|
||||||||||||||||||||
Scott Savitz(3)(4)
|
2,874,998
|
39.66
|
%
|
2
|
66.67
|
%
|
39.66
|
%
|
||||||||||||
Bruce Revzin
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Lars Albright
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Diane Hessan
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Leonard Schlesinger
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
All directors and executive officers as a group (5 individuals)
|
2,874,998
|
39.66
|
%
|
2
|
66.67
|
%
|
39.66
|
%
|
* |
Less than one percent.
|
(1) |
Unless otherwise noted, the business address of each of our shareholders, directors and executives in this table is 341 Newbury St, 6th Floor, Boston, MA 02115.
|
(2) |
Interests shown consist solely of Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis,
subject to adjustment.
|
(3) |
The shares reported above are held in the name of our Sponsor. Our Sponsor is governed by three managing members: Scott Savitz, Mike Majors and Geoff Oblak. Each managing member has one vote, and the
approval of a majority of the managing members is required to approve any action of our Sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more
individuals, and a voting or dispositive decision requires the approval of at least a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing
analysis, no managing member of our Sponsor exercises voting or dispositive control over any of the securities held by our Sponsor, even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed
to have or share beneficial ownership of such shares.
|
(4) |
Consists of 1,929,124 Class A Ordinary Shares and 1 Class B Ordinary Shares held by Data Point Capital III, LP and 945,874 Class A Ordinary Shares and 1 Class B Ordinary Shares
held by Data Point Capital III-Q, LP. The voting shares of each of Data Point Capital III, LP and Data Point Capital III-Q, LP (the “Data Point Capital Entities”) are held by Data Point Partners III, LLC, the general partner of the
Funds. Scott Savitz is a managing member of Data Point Partners III, LLC and holds 66.67% of the voting shares of such entity, which requires the affirmative vote of 66.67% of the voting shares to vote or dispose of the shares held
by the Funds. Therefore, Scott Savitz may be deemed to have beneficial ownership of the shares held by the Funds.
|
(5) |
Based solely on the Schedule 13G filed with the SEC on February 2, 2024 interests shown are held by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada and
the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company. The address of the principal business office of Polar Asset Management Partners Inc. is 16 York Street Suite 2900, Toronto, A6, M5J 0E6,
Canada.
|
(6) |
Based solely on the Schedule 13G filed with the SEC on February 2, 2024, interests shown are held by Hudson Bay Capital Management LP (“Hudson Bay”), a Delaware limited partnership. Hudson Bay serves
as the investment manager to HB Strategies LLC, in whose name the Class A Ordinary Shares are held. The business address of Hudson Bay is 28 Havemeyer Place 2nd Floor, Greenwich, CT 06830.
|
(7) |
Based solely on the Schedule 13G filed with the SEC on May 16, 2023, interests shown are held by Radcliffe Capital Management, L.P., a Delaware limited partnership. Radcliffe
Capital Management, L.P. is the relevant entity for which RGC Management Company, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons. The business address of Radcliffe Capital Management, L.P. is 50
Monument Road, Suite 300, Bala Cynwyd, PA 19004.
|
(8) |
Based solely on the Schedule 13G filed with the SEC on May 23, 2023, interests shown are held by Exos Asset Management LLC, a Delaware limited company (“Exos”) and Morgan Creek –
Exos SPAC+ Fund, LP, a Delaware limited partnership (“SPAC+ Fund”). Exos is the investment manager to the SPAC+ Fund. The business address of Exos and SPAC+ Fund is 1370 Broadway, Suite 1450, New York, NY 10018.
|
(9) |
Based solely on the Schedule 13G filed with the SEC on February 14, 2024, interests shown are held by Fir Tree Capital Management LP. The business address of Fir Tree Capital
Management LP is 500 Fifth Avenue, 9th Floor, New York, NY 10110.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Year Ended
December 31, 2023
|
Year Ended
December 31, 2022
|
|||||||
Audit Fees(1)
|
$
|
120,510
|
$
|
134,822
|
||||
Audit-Related Fees
|
—
|
—
|
||||||
Tax Fees
|
—
|
—
|
||||||
All Other Fees
|
—
|
—
|
||||||
Total
|
$
|
120,510
|
$
|
134,822
|
(1) |
Audit Fees. Audit fees consist of fees billed for professional services rendered for the audits of our year-end financial statements, reviews of our unaudited quarterly financial statements and
services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.
|
Item 15.
|
Exhibit and Financial Statement Schedules.
|
(a) |
The following documents are filed as part of this Annual Report on Form 10-K:
|
(b) |
Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
|
Exhibit
Number
|
|
Description
|
|
Third Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 filed with the Company’s Form 8-K filed by the Company on
February 12, 2024 (File No. 001-41041)).
|
|
|
Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 filed with the Company’s Amendment No. 1 to Form S-1 filed by the Company on October 29, 2021 (File
No. 333-260456)).
|
|
|
Specimen Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 filed with the Company’s Amendment No. 1 to Form S-1 filed by the Company on October
29, 2021 (File No. 333-260456)).
|
|
|
Specimen Warrant Certificate (incorporated herein by reference to Exhibit 4.3 filed with the Company’s Amendment No. 1 to Form S-1 filed by the Company on October 29, 2021 (File
No. 333-260456)).
|
|
|
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated herein by reference to Exhibit 4.1 filed with the Company’s Form 8-K filed
by the Company on November 16, 2021 (File No. 001-41041)).
|
|
|
Description of Registrant’s Securities
|
|
|
Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (incorporated herein by reference to Exhibit 10.1 filed with the Company’s Form 8-K
filed by the Company on November 16, 2021 (File No. 001-41041)).
|
|
|
Investment Management Trust Account Agreement between Continental Stock Transfer and Trust Company and the Company (incorporated herein by reference to Exhibit 10.2 filed with
the Company’s Form 8-K filed by the Company on November 16, 2021 (File No. 001-41041)).
|
|
|
Registration Rights Agreement among the Company, the Sponsor and the other holders party thereto (incorporated herein by reference to Exhibit 10.3 filed with the Company’s Form
8-K filed by the Company on November 16, 2021 (File No. 001-41041)).
|
|
|
Private Placement Warrants Purchase Agreement between the Company and the Sponsor (incorporated herein by reference to Exhibit 10.4 filed with the Company’s Form 8-K filed by
the Company on November 16, 2021 (File No. 001-41041)).
|
|
|
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.5 filed with the Company’s Amendment No. 1 to Form S-1 filed by the Company on October 29, 2021 (File
No. 333-260456)).
|
|
|
Promissory Note, dated October 20, 2021, issued to DP Investment Management Sponsor I LLC (incorporated herein by reference to Exhibit 10.6 filed with the Company’s Amendment
No. 1 to Form S-1 filed by the Company on October 29, 2021 (File No. 333-260456)).
|
|
|
Promissory Note between the Company and the Sponsor (incorporated herein by reference to Exhibit 10.5 filed with the Company’s Form 8-K filed by the Company on November 16, 2021
(File No. 001-41041)).
|
|
Amendment No. 1 to Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Company, dated November 7, 2023.
|
||
|
Power of Attorney (included on the signature pages herein).
|
|
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
DP Cap Acquisition Corp I Policy for Recovery of Erroneously Awarded Compensation.
|
||
101.INS*
|
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104*
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
* |
Filed herewith.
|
** |
Furnished herewith.
|
Item 16.
|
Form 10-K Summary
|
Date: March 29, 2024
|
DP CAP ACQUISITION CORP I
|
|
By:
|
/s/ Scott Savitz
|
|
Name:
|
Scott Savitz
|
|
Title:
|
Chief Executive Officer and Chairman
|
Name
|
Title
|
Date
|
||
/s/ Scott Savitz
|
Chief Executive Officer and Chairman
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March 29, 2024
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Scott Savitz
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(Principal Executive Officer)
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/s/ Bruce Revzin
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Chief Financial Officer (Principal Financial and Accounting Officer)
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March 29, 2024
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Bruce Revzin
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/s/ Lars Albright
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Director
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March 29, 2024
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Lars Albright
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/s/ Diane Hessan
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Director
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March 29, 2024
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Diane Hessan
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/s/ Leonard Schlesinger
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Director
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March 29, 2024
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Leonard Schlesinger
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• |
prior to our initial business combination, only holders of our Founder Shares have the right to vote on the appointment of directors and holders of a majority of our Founder Shares may remove a member of the board
of directors for any reason;
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• |
the Founder Shares are subject to certain transfer restrictions, as described in more detail below;
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• |
in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our Founder Shares will have ten
votes for every Founder Share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share;
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• |
our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any Founder Shares in connection
with the completion of our initial business combination; (ii) their redemption rights with respect to any Founder Shares and Class A ordinary shares held by them in connection with a shareholder vote to approve an amendment to our third
amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our
initial business combination or to redeem 100% of our Class A ordinary shares if we do not complete our initial business combination by November 12, 2024, or (B) with respect to any other provision relating to the rights of holders of our
Class A ordinary shares; and (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to complete our initial business combination by November 12, 2024 (although they
will be entitled to liquidating distributions from the Trust Account with respect to any Class A ordinary shares they hold if we fail to complete our initial business combination within the prescribed time frame);
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• |
the Founder Shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment
pursuant to certain anti-dilution rights, as described in more detail below; and
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the Founder Shares are entitled to registration rights.
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the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares of
each member;
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• |
whether voting rights are attached to the share in issue;
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• |
the date on which the name of any person was entered on the register as a member; and
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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 to each warrant holder; and
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if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like and for
certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination) for any 20 trading days within a 30-trading day period ending on the
third trading day prior to the date on which we send the notice of redemption to the warrant holders.
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• |
we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
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• |
the shareholders have been fairly represented at the meeting in question;
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• |
the arrangement is such as a businessman would reasonably approve; and
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the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”
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•
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a company is acting, or proposing to act, illegally or beyond the scope of its authority;
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• |
the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes that have actually been obtained; or
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those who control the company are perpetrating a “fraud on the minority.”
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• |
an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
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• | an exempted company’s register of members is not open to inspection; |
• | an exempted company does not have to hold an annual general meeting; |
• | an exempted company may issue shares with no par value; |
• |
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
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• |
an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
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•
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an exempted company may register as a limited duration company; and
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•
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an exempted company may register as a segregated portfolio company.
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If we are unable to complete our initial business combination by November 12, 2024 or during any Extension Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but no more than ten business days thereafter, redeem the Class A ordinary shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to us to pay our income taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then
outstanding Class A ordinary shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of
creditors and the requirements of other applicable law;
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Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote as a class
with our Class A ordinary shares (a) on our initial business combination; or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or (b) to approve an amendment to
our third amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond November 12, 2024 or (y) amend the foregoing provisions;
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• |
Although we do not intend to enter into a business combination with a target business that is affiliated with our Sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter
into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority or another independent entity that
commonly renders valuation opinions that such a business combination is fair to our company from a financial point of view;
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• |
If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we
will offer to redeem our Class A ordinary shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
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• |
So long as our securities are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the
assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination;
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• |
If our shareholders approve an amendment to our third amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our Class A ordinary shares if we do not complete our initial business combination by November 12, 2024, or (B) with respect to any other provisions relating to the rights of
holders of our Class A ordinary shares, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon such approval at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then outstanding Class A
ordinary shares, subject to the limitations described herein; and
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• |
We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
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• |
where this is necessary for the performance of our rights and obligations under any purchase agreements;
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• |
where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or
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• |
where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
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• |
1% of the total number of ordinary shares then outstanding, which equals 230,000 shares immediately after our Public Offering; or
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• |
the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
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•
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;
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• |
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
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• |
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such
reports and materials), other than Current Reports on Form 8-K; and
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• |
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
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Exhibit 10.8
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Trustee
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|||
By:
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/s/ Francis Wolf
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Name:
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Francis Wolf
|
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Title:
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Vice President
|
||
DP CAP ACQUISITION CORP I
|
|||
By:
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/s/ Bruce D Revzin
|
Name:
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Bruce D Revzin
|
||
Title:
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Chief Financial Officer
|
Date: March 29, 2024
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By:
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/s/ Scott Savitz
|
|
|
Scott Savitz
|
|
|
Chief Executive Officer and Chairman
|
|
|
(Principal Executive Officer)
|
Date: March 29, 2024
|
By:
|
/s/ Bruce Revzin
|
|
|
Bruce Revzin
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: March 29, 2024
|
By:
|
/s/ Scott Savitz
|
|
|
Scott Savitz
|
|
|
Chief Executive Officer and Chairman
|
|
|
(Principal Executive Officer)
|
Date: March 29, 2024
|
By:
|
/s/ Bruce Revzin
|
|
|
Bruce Revzin
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1. |
Persons Subject to Policy
|
2.
|
Compensation Subject to Policy
|
3.
|
Recovery of Compensation
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4.
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Manner of Recovery; Limitation on Duplicative Recovery
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5.
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Administration
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6.
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Interpretation
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7.
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No Indemnification; No Liability
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8.
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Application; Enforceability
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9.
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Severability
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10.
|
Amendment and Termination
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11.
|
Definitions
|
Date
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Signature
|
||
Name
|
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Title
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