UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41041

DP CAP ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

341 Newbury St, 6th Floor

Boston, MA 02115

(Address of Principal Executive Offices, including zip code)

(617) 874-5152

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 9, 2023, 4,059,402 Class A ordinary shares, $0.0001 par value, and 5,750,000 Class B ordinary shares, $0.0001 par value, were issued and outstanding.

DP CAP ACQUISITION CORP I

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM 4. CONTROLS AND PROCEDURES	23
PART II—OTHER INFORMATION	24
ITEM 1. LEGAL PROCEEDINGS	24
ITEM 1A. RISK FACTORS	24
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	24
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4. MINE SAFETY DISCLOSURES	24
ITEM 5. OTHER INFORMATION	24
ITEM 6. EXHIBITS	25

	June 30, 2023 (Unaudited)			December 31, 2022
ASSETS
Cash	$	694,178		$	946,299
Prepaid expenses		120,011			208,548
Total current assets		814,189			1,154,847
Investments held in Trust Account		43,206,763			237,982,862
Total assets	$	44,020,952		$	239,137,709

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		151,804		$	2,100
Accrued expenses		816,062			333,092
Total current liabilities		967,866			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		13,617,866			12,985,192

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 4,059,402 shares at $10.64 per share as of June 30, 2023 and 23,000,000 shares at $10.35 as of December 31, 2022, respectively		43,206,763			237,982,862

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 4,059,402 and 23,000,000 shares subject to possible redemption as of June 30, 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		(12,804,252	)		(11,830,920	)
Total shareholders’ deficit		(12,803,677	)		(11,830,345	)
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit	$	44,020,952		$	239,137,709

	For The Three Months Ended June 30, 2023			For The Three Months Ended June 30, 2022			For The Six Months Ended June 30, 2023			For The Six Months Ended June 30, 2022
General and administrative expenses	$	616,044		$	322,047		$	973,332		$	473,303
Loss from operations		(616,044	)		(322,047	)		(973,332	)		(473,303	)
Gain on marketable securities (net), dividends and interest, held in Trust Account		1,690,637			316,788			4,215,754			339,459
Net income (loss)	$	1,074,593		$	(5,259	)	$	3,242,422		$	(133,844	)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		12,384,940			23,000,000			17,663,146			23,000,000
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.06		$	0.00		$	0.14		$	0.00
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		5,750,000			5,750,000			5,750,000			5,750,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.06		$	0.00		$	0.14		$	0.00

	Ordinary Shares				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	)
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 (unaudited)		-	$	-		5,750,000	$	575	$	-		$	(12,188,208	)	$	(12,187,633	)
Redemption of Class A ordinary shares		-		-		-		-		-			-			-
Capital contribution made by Sponsor for non-redemption agreements		-		-		-		-		1,671,160			-			1,671,160
Cost of raising capital related to shareholder non-redemption agreements		-		-		-		-		(1,671,160	)		-			(1,671,160	)
Remeasurement of Class A ordinary shares to redemption value		-		-		-		-		-			(1,690,637	)		(1,690,637	)
Net income		-		-		-		-		-			1,074,593			1,074,593
Balance as of June 30, 2023 (unaudited)		-	$	-		5,750,000	$	575	$	-		$	(12,804,252	)	$	(12,803,677	)

	FOR THE SIX MONTHS ENDED JUNE 30, 2023			FOR THE SIX MONTHS ENDED JUNE 30, 2022
Cash Flows from Operating Activities
Net income (loss)	$	3,242,422		$	(133,844	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest, held in Trust Account		(4,215,754	)		(339,459	)
Changes in operating assets and liabilities:
Prepaid expenses		88,537			100,822
Accounts payable		149,704			(85,298	)
Accrued expenses		482,970			209,308
Net cash used in operating activities		(252,121	)		(248,471	)
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 shares		(198,991,853	)		-
Net cash used in financing activities		(198,991,853	)		-

Net decrease in cash		(252,121	)		(248,471	)
Cash - beginning of period		946,299			1,440,299
Cash - end of period	$	694,178		$	1,191,828
Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A shares to redemption value	$	4,215,754		$	-
Capital contribution from Sponsor	$	1,671,160		$	-
Offering cost associated with non-redemption agreement	$	(1,671,160	)	$	-

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 June 30, 2023						For The Three Months Ended June 30, 2022								For The Six Months Ended June 30, 2023						For The Six Months Ended June 30, 2022
	Class A			Class B			Class A				Class B				Class A			Class B			Class A				Class B
Allocation of net income (loss)		$	733,874		$	340,719		$	(4,207	)		$	(1,052	)		$	2,446,120		$	796,302		$	(107,075	)		$	(26,769	)
Basic and diluted weighted average shares outstanding			12,384,940			5,750,000			23,000,000				5,750,000				17,663,146			5,750,000			23,000,000				5,750,000
Basic and diluted net income (loss) per share			0.06			0.06			0.00				0.00				0.14			0.14			0.00				0.00

	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		-			2,525,117
Class A ordinary shares subject to possible redemption at March 31, 2023		23,000,000		$	240,507,979
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption		-			1,690,637
Redemption of Class A ordinary shares		(18,940,598	)		(198,991,853	)
Class A ordinary shares subject to possible redemption at June 30, 2023		4,059,402		$	43,206,763

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	$	43,206,763	$	—	$	—

No.		Description of Exhibit
3.1		Second 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 May 15, 2023 (File No. 001-41041))

10.1		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2023 (File No. 001-41041))

31.1*		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

31.2*		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

32.1**		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

32.2**		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

SEC Form 10-Q filed by DP Cap Acquisition Corp I