Cayman Islands
|
|
Not
Applicable |
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of Each Class:
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered:
|
||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
|
DPCSU
|
The Nasdaq Stock Market LLC
|
||
Class A ordinary share, $0.0001 par value
|
DPCS
|
The Nasdaq Stock Market LLC
|
||
Redeemable public warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
DPCSW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
1
|
|
1
|
|
22 | |
29
|
|
29
|
|
31
|
|
31
|
|
31
|
|
31
|
|
32
|
|
32
|
|
32
|
|
32 |
March 31, 2024
(Unaudited)
|
December 31, 2023
|
|||||||
ASSETS
|
||||||||
Cash
|
$
|
123,964
|
$
|
409,643
|
||||
Prepaid expenses
|
84,890
|
16,640
|
||||||
Extension deposits due from Sponsor |
99,000 | - | ||||||
Total current assets
|
307,854
|
426,283
|
||||||
Cash (Investments) held in Trust Account
|
16,657,361
|
44,290,118
|
||||||
Total Assets
|
$
|
16,965,215
|
$
|
44,716,401
|
||||
|
||||||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ |
252,750
|
$
|
42,046
|
||||
Accrued expenses
|
1,313,834
|
1,077,056
|
||||||
Total current liabilities
|
1,566,584
|
1,119,102
|
||||||
Deferred underwriting fees payable
|
8,050,000
|
8,050,000
|
||||||
Convertible loan from related party
|
4,600,000
|
4,600,000
|
||||||
Total liabilities
|
14,216,584
|
13,769,102
|
||||||
|
||||||||
Commitments and Contingencies (Note 6)
|
||||||||
|
||||||||
Class A ordinary shares subject to possible redemption, 1,500,000 and 4,059,402 shares at redemption amounts
of $11.10 and $10.91
per share at March 31, 2024 and December 31, 2023, respectively
|
16,657,361
|
44,290,118
|
||||||
|
||||||||
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; 5,749,997 and -0-
issued and outstanding (excluding 1,500,000 and 4,059,402 ordinary shares subject to possible redemption at March 31, 2024 and December 31, 2023, respectively)
|
575
|
-
|
||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3 and 5,750,000
shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
|
-
|
575
|
||||||
Additional paid-in capital
|
-
|
-
|
||||||
Accumulated deficit
|
(13,909,305
|
)
|
(13,343,394
|
)
|
||||
Total shareholders’ deficit
|
(13,908,730
|
)
|
(13,342,819
|
)
|
||||
Total Liabilities, Class A Ordinary
Shares Subject to Possible Redemption, and Shareholders’ Deficit
|
$
|
16,965,215
|
$
|
44,716,401
|
|
For The Three
Months Ended
March 31, 2024
|
For The Three
Months Ended
March 31, 2023
|
||||||
General and administrative expenses
|
565,911
|
357,288 | ||||||
Loss from operations
|
(565,911
|
)
|
(357,288 | ) | ||||
Earnings on cash (investments) held in Trust Account
|
327,262 | 2,525,117 | ||||||
Net (loss) income
|
$
|
(238,649
|
)
|
$ | 2,167,829 | |||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted
|
2,568,761
|
23,000,000 | ||||||
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible
redemption
|
$
|
(0.03
|
)
|
$ | 0.08 | |||
Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted
|
5,750,000
|
5,750,000 | ||||||
Basic and diluted net (loss) income per share, non-redeemable ordinary shares
|
$
|
(0.03
|
)
|
$ | 0.08 |
Non-Redeemable Ordinary Shares | ||||||||||||||||||||||||||||
|
Class A
|
Class B
|
|
|
||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional Paid-In Capital
|
Accumulated Deficit
|
Total Shareholders’
Deficit
|
|||||||||||||||||||||
Balance as of January 1, 2024
|
-
|
$
|
-
|
5,750,000
|
$
|
575
|
$
|
-
|
$
|
(13,343,394
|
)
|
$
|
(13,342,819
|
)
|
||||||||||||||
Conversion of Class B ordinary shares to Class A ordinary shares
|
5,749,997 | 575 | (5,749,997 | ) | (575 | ) | - | - | - | |||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value
|
- | - | - | - | - | (327,262 | ) | (327,262 | ) | |||||||||||||||||||
Capital contribution made by Sponsor for non-redemption agreement
|
- | - | - | - | 574,308 | - | 574,308 | |||||||||||||||||||||
Cost of raising capital related to shareholder non-redemption agreements
|
- | - | - | - | (574,308 | ) | - | (574,308 | ) | |||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(238,649
|
)
|
(238,649
|
)
|
|||||||||||||||||||
Balance as of March 31, 2024
|
5,749,997
|
$
|
575
|
3
|
$
|
-
|
$
|
-
|
$
|
(13,909,305
|
)
|
$
|
(13,908,730
|
)
|
|
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
|
)
|
||||||||||||||
Remeasurement of Class A ordinary shares to redemption value
|
- | - | - | - | - | (2,525,117 | ) | (2,525,117 | ) | |||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
2,167,829
|
2,167,829
|
|||||||||||||||||||||
Balance as of March 31, 2023
|
-
|
$
|
-
|
5,750,000
|
$
|
575
|
$
|
-
|
$
|
(12,188,208
|
)
|
$
|
(12,187,633
|
)
|
|
For The Three Months Ended
March 31,
2024
|
For The Three Months Ended
March 31,
2023
|
||||||
Cash Flows from Operating Activities
|
||||||||
Net (loss) income
|
$
|
(238,649
|
)
|
$
|
2,167,829
|
|||
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
||||||||
Earnings on cash (investments) held in Trust Account
|
(327,262
|
)
|
(2,525,117
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(68,250)
|
)
|
10,198
|
|||||
Accounts payable
|
210,704
|
30,475
|
||||||
Accrued expenses
|
236,778
|
212,669
|
||||||
Net cash used in operating activities
|
(186,679
|
)
|
(103,946
|
)
|
||||
Cash Flows from Investing Activities
|
||||||||
Extension deposits into Trust Account
|
(99,000
|
)
|
-
|
|||||
Trust Account Withdrawal-redemption
|
28,059,019
|
-
|
||||||
Net cash provided by investing activities
|
27,960,019
|
-
|
||||||
Cash Flows from Financing Activities
|
||||||||
Redemption of Public Shares
|
(28,059,019
|
)
|
-
|
|||||
Net cash used in financing activities
|
(28,059,019
|
)
|
-
|
|||||
|
||||||||
Net decrease in cash
|
(285,679
|
)
|
(103,946
|
)
|
||||
Cash – beginning of period
|
409,643
|
946,299
|
||||||
Cash – end of period
|
$
|
123,964
|
$
|
842,353
|
||||
Supplemental disclosure of noncash investing and financing activities:
|
||||||||
Remeasurement of Class A shares to redemption value
|
$
|
327,262
|
2,525,117
|
|||||
Extension deposit due from sponsor
|
$
|
99,000
|
-
|
|||||
Capital contribution made by Sponsor for non-redemption agreement
|
$
|
(574,308
|
)
|
-
|
||||
Cost of raising capital contribution made by Sponsor for non-redemption agreement
|
$
|
574,308
|
-
|
|||||
Conversion of Class B ordinary shares to Class A ordinary shares
|
$
|
575
|
-
|
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.
|
|
Three Months Ended March 31, 2024
|
|||||||
Class A
subject to possible redemption
|
Non-redeemable Ordinary
Shares
|
|||||||
Allocation of net (loss) income
|
$
|
(73,693
|
)
|
(164,956
|
)
|
|||
Basic and diluted weighted average shares outstanding
|
2,568,761
|
5,750,000
|
||||||
Basic and diluted net (loss) income per share
|
$ | (0.03 | ) |
(0.03
|
)
|
|
Three Months Ended March 31, 2023
|
|||||||
Class A subject to possible redemption
|
Non-redeemable Ordinary
Shares
|
|||||||
Allocation of net income
|
$ | 1,734,263 |
|
433,566 | ||||
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 |
|||||||
Class A Ordinary Shares subject to possible redemption at January 1, 2023
|
|
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 | ||||
Remeasurement of Class A ordinary shares to redemption value
|
327,262 | |||||||
Extension
deposits due from Sponsor |
99,000 | |||||||
Redemption of Class A ordinary shares subject to possible redemption
|
(2,559,402 | ) | (28,059,019 | ) | ||||
Class A Ordinary Shares subject to possible redemption at March 31, 2024
|
|
1,500,000 | $ | 16,657,361 |
|
● |
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).
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 4. |
CONTROLS AND PROCEDURES.
|
ITEM 1. |
LEGAL PROCEEDINGS.
|
ITEM 1A. |
RISK FACTORS
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES.
|
ITEM 4. |
MINE SAFETY DISCLOSURES.
|
ITEM 5. |
OTHER INFORMATION.
|
a) |
None.
|
b) |
None.
|
c) |
None.
|
ITEM 6. |
EXHIBITS.
|
No.
|
Description of Exhibit
|
|
Third Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2024 (File
No. 001-41041))
|
||
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), 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 and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
Inline XBRL Instance Document
|
|
101.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104*
|
Cover Page Interactive Data File
|
DP CAP ACQUISITION CORP I
|
||
Date: May 15, 2024
|
By:
|
/s/ Scott Savitz
|
Name:
|
Scott Savitz
|
|
Title:
|
Chief Executive Officer and Chairman
|
|
By:
|
/s/ Bruce Revzin
|
|
Date: May 15, 2024
|
Name:
|
Bruce Revzin
|
Title:
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|
Date: May 15, 2024
|
By:
|
/s/ Scott Savitz
|
|
|
Scott Savitz
|
|
|
Chief Executive Officer and Chairman
|
|
|
(Principal Executive Officer)
|
Date: May 15, 2024
|
By:
|
/s/ Bruce Revzin
|
|
|
Bruce Revzin
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: May 15, 2024
|
By:
|
/s/ Scott Savitz
|
|
|
Scott Savitz
|
|
|
Chief Executive Officer and Chairman
|
|
|
(Principal Executive Officer)
|
Date: May 15, 2024
|
By:
|
/s/ Bruce Revzin
|
|
|
Bruce Revzin
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|