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 September 30, 2021

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

For the transition period from to

DP CAP ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41041		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Marina Park Drive, 10th Floor

Boston, MA 02210

(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 December 23, 2021, 23,000,000 shares of Class A ordinary shares, $0.0001 par value, and 5,750,000 shares of 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 SEPTEMBER 30, 2021

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		1
Item 1. Condensed Financial Statements		1
	Condensed Balance Sheet as of September 30, 2021 (Unaudited)	1
	Condensed Statements of Operations for the three months ended September 30, 2021 and for the period from April 8, 2021 (inception) through September 30, 2021 (Unaudited)	2
	Condensed Statement of Changes in Shareholders’ Equity for the Three Months Ended September 30, 2021 and for the period from April 8, 2021 (inception) through September 30, 2021 (Unaudited)	3
	Condensed Statement of Cash Flows for the period from April 8, 2021 (inception) through September 30, 2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosure about Market Risk		20
Item 4. Controls and Procedures		20

PART II. OTHER INFORMATION		20
Item 1. Legal Proceedings		20
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		22
Item 6. Exhibits		22
	Signatures	23

ASSETS
Current assets:
Cash	$	19,552
Noncurrent assets:
Deferred offering costs associated with public offering		361,977
Total assets	$	381,529

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Due to related party		74,025
Accrued offering and formation costs		294,041
Total current liabilities		368,066

Commitments and Contingencies (Note 5)

Shareholders’ Equity:
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		-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding⁽¹⁾		575
Additional paid-in capital		24,425
Accumulated deficit		(11,537	)
Total Shareholders’ Equity		13,463
Total Liabilities and Shareholders’ Equity	$	381,529

	Three Months Ended September 30, 2021			For the period from April 8, 2021 (inception) through September 30, 2021
Formation costs	$	—		$	6,041
General and administrative expenses		6			5,496
Net loss	$	(6	)	$	(11,537	)

Weighted average shares outstanding of Class B ordinary shares⁽¹⁾		5,000,000			5,000,000
Basic and diluted net loss per Class B ordinary share	$	(0.00	)	$	(0.00)

	Ordinary Shares
	Class B				Additional Paid-In		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Equity
April 8, 2021 (inception)		-	$	-	$	-	$	-		$	-
Issuance of Class B ordinary shares to Sponsor⁽¹⁾		5,750,000		575		24,425		-			25,000
Net loss		-		-		-		(6,041	)		(6,041	)
May 13, 2021		5,750,000	$	575	$	24,425	$	(6,041	)	$	18,959
Net loss		-		-		-		(5,490	)		(5,490	)
June 30, 2021 (unaudited)		5,750,000	$	575	$	24,425	$	(11,531	)	$	13,469
Net loss		-		-		-		(6)			(6)
September 30, 2021 (unaudited)		5,750,000	$	575	$	24,425	$	(11,537	)	$	13,463

Cash Flows from Operating Activities:
Net loss	$	(11,537	)
Changes in operating assets and liabilities:
Due to related party		74,025
Accrued offering and formation costs		(67,936	)
Net cash used in operating activities		(5,448	)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		25,000
Net cash provided by financing activities		25,000

Net increase in cash		19,552
Cash - beginning of period		—
Cash - end of period	$	19,552

Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accrued offering and formation costs	$	288,000

No.		Description of Exhibit

1.1		Underwriting Agreement by and between the Company and Cowen and Company, LLC, as representative of the several underwriters named therein⁽¹⁾
3.1		Amended and Restated Memorandum and Articles of Association⁽¹⁾
4.1		Warrant Agreement between Continental Stock Transfer and Trust Company and the Company⁽¹⁾
10.1		Letter Agreement among the Company, the Sponsor and the Company’s officers and directors⁽¹⁾
10.2		Investment Management Trust Account Agreement between Continental Stock Transfer and Trust Company and the Company⁽¹⁾
10.3		Registration Rights Agreement among the Company, the Sponsor and the other holders party thereto⁽¹⁾
10.4		Private Placement Warrants Purchase Agreement between the Company and the Sponsor⁽¹⁾
10.5		Promissory Note between the Company and the Sponsor⁽¹⁾
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

		DP CAP ACQUISITION CORP I

Date: December 23, 2021		/s/ Scott Savitz
	Name:	Scott Savitz
	Title:	Chairman (Principal Executive Officer)

Date: December 23, 2021		/s/ Martin Zinny
	Name:	Martin Zinny
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Accounting and Financial Officer)

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