DP Cap Acquisition Corp I filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 8, 2024

 

DP Cap Acquisition Corp I

(Exact name of registrant as specified in its charter)

 

 

 

 

(617) 874-5152

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws.

 

The information disclosed in Item 5.07 of this Current Report on Form 8-K (this “Current Report”) under the heading “Proposal 1” is incorporated by reference into this Item 5.03 to the extent required.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

Extraordinary General Meeting

 

On February 8, 2024, the Company held an Extraordinary General Meeting of Shareholders (the "Extraordinary General Meeting"), at which holders of 9,552,257 of the Company’s ordinary shares, comprised of the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”) voting together as a class, were present in person or by proxy, representing approximately 97% of the voting power of the 9,809,402 issued and outstanding Ordinary Shares of the Company entitled to vote at the Extraordinary General Meeting at the close of business on January 16, 2024, which was the record date (the “Record Date”) for the Extraordinary General Meeting. The 9,809,402 Ordinary Shares entitled to vote at the Extraordinary General Meeting were comprised of 4,059,402 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares. The Company’s shareholders of record as of the close of business on the Record Date are referred to herein as “Shareholders.” In connection with the Extension (as defined below), the holders of 2,559,402  Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.91 per share, for an aggregate of approximately $27,923,075 in connection with the Extension. A summary of the voting results at the Extraordinary General Meeting for each of the proposals is set forth below.

 

 

The Shareholders approved, by special resolution, the proposal to amend and restate the Company’s Second Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the proxy statement to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included as part of the units sold in the Company’s initial public offering, from February 12, 2024 to November 12, 2024 (the “Extended Date” or the “Extension,” and such proposal, the “Extension Proposal”). The voting results for such proposal were as follows:

 

For		Against		Abstain
8,621,653		930,604		0

 

On February 9, 2024, to effectuate the Extension, the Company filed with the Cayman Islands Registrar of Companies the Third Amended and Restated Memorandum and Articles of Association of the Company (the “Third A&R Charter”). The foregoing description of the Third A&R Charter does not purport to be complete and is qualified in its entirety by the terms of the Third A&R Charter, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

 

The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, was not presented at the Extraordinary General Meeting, as the Extension Proposal received a sufficient number of votes for approval.

 

Item 8.01.

Other Events

 

Pursuant to the terms of the Third A&R Charter, on February 9, 2024, the Sponsor, Data Point Capital III, LP and Data Point Capital III-Q, LP (collectively the “Class B Shareholders”), elected to convert an aggregate of 5,749,997 Class B Ordinary Shares that they hold on a one-for-one basis into Class A Ordinary Shares (such shares, the “Converted Shares”). The Class B Shareholders will not have any redemption rights in connection with the Converted Shares, and the Converted Shares will be subject to the restrictions on transfer included in the letter agreement entered into by the Class B Shareholders in connection with the Company’s initial public offering. Following such conversion, and as a result of the redemptions described above, there will be an aggregate of 7,249,997 Class A Ordinary Shares issued and outstanding, of which 1,500,000 Class A Ordinary Shares issued and outstanding will have redemption rights, and three Class B Ordinary Shares issued and outstanding.

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 12, 2024

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