|
t
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:
|
||
|
|
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
1
|
|
1
|
|
18
|
|
23
|
|
23
|
|
25
|
|
25
|
|
25
|
|
27
|
|
27
|
|
27
|
|
27
|
|
27
|
September 30, 2022
(Unaudited)
|
December 31, 2021
|
|||||||
ASSETS:
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Other current assets
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Other non-current assets
|
|
|
||||||
Investments held in Trust Account
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
|
||||||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
|
$
|
|
|||||
Accrued expenses
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Convertible loan from related party
|
|
|
||||||
Total liabilities
|
|
|
||||||
|
||||||||
Commitments and Contingencies (Note 6)
|
||||||||
|
||||||||
Class A ordinary shares subject to possible redemption,
|
|
|
||||||
|
||||||||
Shareholders’ Deficit
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A ordinary shares, $
|
|
|
||||||
Class B ordinary shares, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total shareholders’ deficit
|
(
|
)
|
(
|
)
|
||||
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit
|
$
|
|
$
|
|
For The Three
Months Ended
September 30,
2022
|
For The Three
Months Ended
September 30,
2021
|
For The Nine
Months Ended
September 30, 2022
|
For The
Period From
April 8, 2021
(Inception)
Through
September 30,
2021
|
|||||||||||||
Formation costs
|
$
|
|
$
|
|
$ |
$
|
|
|||||||||
General and administrative expenses
|
|
|
|
|||||||||||||
Loss from operations
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
||||||||
Earnings on investments held in Trust Account
|
|
|
|
|||||||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
$ |
$
|
(
|
)
|
|||||||
Weighted-average number of Class A ordinary shares, basic and diluted
|
|
|
|
|||||||||||||
Basic and diluted net income (loss) per Class A ordinary share
|
$
|
|
$
|
|
$ |
$
|
|
|||||||||
Weighted-average number of Class B ordinary shares, basic and diluted (1)
|
|
|
|
|||||||||||||
Basic and diluted net income (loss) per Class B ordinary share
|
$
|
|
$
|
|
$ |
$
|
|
|
(1)
|
|
Class A Ordinary Shares
|
Class B Ordinary Shares
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Shareholders’
Deficit
|
||||||||||||||||||||||
Balance as of January 1, 2022
|
|
$
|
|
|
$
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance as of March 31, 2022 (unaudited)
|
( |
) | ( |
) | ||||||||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption
|
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance as of June 30, 2022 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||||
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption
|
— | — |
(
|
)
|
(
|
)
|
||||||||||||||||||||||
Net income
|
— |
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance as of September 30, 2022
(unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
Class A Ordinary Shares
|
Class B Ordinary Shares
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Shareholders’
Deficit
|
||||||||||||||||||||||
Balance as of April 8, 2021
|
|
$
|
|
|
$
|
|
$
|
|
|
$
|
|
|||||||||||||||||
Issuance of Ordinary shares to Sponsor
|
|
|
|
|
|
|
||||||||||||||||||||||
Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance as of June 30, 2021
|
|
|
|
$
|
|
$
|
|
(
|
)
|
$
|
|
|||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance as of September 30, 2021
|
$ |
$ |
( |
) | $ |
|
For The Nine Months
Ended
September 30, 2022 |
For The Period From
April
8, 2021 Through
September 30, 2021
|
||||||
Cash Flows from Operating Activities
|
||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Earnings on investments held in Trust Account
|
(
|
)
|
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid and other assets
|
|
|
||||||
Due to related party
|
||||||||
Accounts payable
|
(
|
)
|
|
|||||
Accrued expenses
|
|
(
|
)
|
|||||
Net cash used in operating activities
|
(
|
)
|
(
|
|||||
Cash Flows provided by Financing Activities
|
||||||||
Proceeds from issuance of ordinary shares to Sponsor
|
|
|
||||||
Net cash provided by financing activities
|
|
|
||||||
Net (decrease) increase in cash
|
(
|
)
|
|
|||||
Cash - beginning of period
|
|
|
||||||
Cash - end of period
|
$
|
|
$
|
|
||||
Supplemental disclosure of noncash investing and financing activities:
|
||||||||
Offering costs included in accrued expenses
|
$
|
|
$
|
|
||||
Offering costs paid through promissory note - related party
|
$
|
|
$
|
|
||||
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption
|
$
|
|
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.
|
For The Three Months Ended
September 30, 2022
|
For The Three Months Ended
September 30, 2021
|
For The Nine Months Ended
September 30, 2022
|
For The Period From
April 8, 2021
(Inception) Through
September 30, 2021
|
|||||||||||||||||||||||||||||
Class A
|
Class B
|
Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Allocation of net income (loss)
|
$
|
|
$
|
|
( |
) | $ | $ | $ | $ | ( |
) | ||||||||||||||||||||
Basic and diluted weighted-average shares outstanding
|
|
|
||||||||||||||||||||||||||||||
Basic and diluted net income (loss) per share
|
|
Gross proceeds
|
$
|
|
||
Less:
|
||||
Class A ordinary shares issuance costs
|
(
|
)
|
||
Fair value of Public Warrants at issuance
|
(
|
)
|
||
|
||||
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
|||
Class A ordinary shares subject to possible redemption at December 31, 2021
|
|
|
||
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption |
||||
Class A ordinary shares subject to possible redemption at September 30, 2022 | $ |
● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon a minimum of
|
● |
if, and only if the last reported sale price of Class A ordinary shares for any
|
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
|
$
|
|
$
|
|
$
|
|
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
|
$
|
|
$
|
|
$
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
ITEM 4. |
CONTROLS AND PROCEDURES.
|
ITEM 1. |
LEGAL PROCEEDINGS.
|
ITEM 1A. |
RISK FACTORS
|
Changes in laws or regulations, or a failure to comply with any laws and
regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and
regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and
results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business
combination, and results of operations. On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in initial public offerings by SPACs and business combination transactions involving
SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well
as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could
become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our business, including our ability to negotiate and complete our
initial business combination and may increase the costs and time related thereto.
• |
restrictions on the nature of our investments; and
|
• |
restrictions on the issuance of securities.
|
• |
registration as an investment company with the SEC;
|
• |
adoption of a specific form of corporate structure; and
|
• |
reporting, record keeping, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
|
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.
|
ITEM 6. |
EXHIBITS.
|
No.
|
Description of Exhibit
|
|
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 November 16, 2021 (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: November 14, 2022
|
Name:
|
/s/ Scott Savitz
|
Title:
|
Chief Executive Officer and Chairman
|
|
(Principal Executive Officer)
|
||
/s/ Daniel Lynch
|
||
Date: November 14, 2022
|
Name:
|
Daniel Lynch |
Title:
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|