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, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 11, 2024

(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 November 11, 2024, the Company held an Extraordinary General Meeting of Shareholders (the "Extraordinary General Meeting"), at which holders of 6,998,260 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 96.5% of the voting power of the 7,250,000 issued and outstanding Ordinary Shares of the Company entitled to vote at the Extraordinary General Meeting at the close of business on October 21, 2024, which was the record date (the “Record Date”) for the Extraordinary General Meeting. The 7,250,000 Ordinary Shares entitled to vote at the Extraordinary General Meeting were comprised of 7,249,997 Class A Ordinary Shares and 3 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 1,451,905 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.62 per share, for an aggregate of approximately $16.8 million 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.

Proposal 1

The Shareholders approved, by special resolution, the proposal to amend and restate the Company’s Third 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 November 12, 2024 to November 12, 2025 (the “Extended Date” or the “Extension,” and such proposal, the “Extension Proposal”). The voting results for such proposal were as follows:

On November 12, 2024, to effectuate the Extension, the Company filed with the Cayman Islands Registrar of Companies the Fourth Amended and Restated Memorandum and Articles of Association of the Company (the “Fourth A&R Charter”). The foregoing description of the Fourth A&R Charter does not purport to be complete and is qualified in its entirety by the terms of the Fourth A&R Charter, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Proposal 2

The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit additional time to consummate the Extension, was not presented at the Extraordinary General Meeting, as the Extension Proposal received a sufficient number of votes for approval.

Following the redemption, the Company's remaining Class A Ordinary Shares outstanding subject to redemption will be 48,095.

Item 9.01. Financial Statements and 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: November 13, 2024