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 March 31, 2024

☐ 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 May 13, 2024, 7,249,997 Class A ordinary shares, $0.0001 par value, and 3 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 MARCH 31, 2024

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	22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 4. CONTROLS AND PROCEDURES	29
PART II—OTHER INFORMATION	31
ITEM 1. LEGAL PROCEEDINGS	31
ITEM 1A. RISK FACTORS	31
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	31
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	32
ITEM 4. MINE SAFETY DISCLOSURES	32
ITEM 5. OTHER INFORMATION	32
ITEM 6. EXHIBITS	32

	March 31, 2024 (Unaudited)			December 31, 2023
ASSETS
Cash	$	123,964		$	409,643
Prepaid expenses		84,890			16,640
Extension deposits due from Sponsor		99,000			-
Total current assets		307,854			426,283
Cash (Investments) held in Trust Account		16,657,361			44,290,118
Total Assets	$	16,965,215		$	44,716,401

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	252,750		$	42,046
Accrued expenses		1,313,834			1,077,056
Total current liabilities		1,566,584			1,119,102
Deferred underwriting fees payable		8,050,000			8,050,000
Convertible loan from related party		4,600,000			4,600,000
Total liabilities		14,216,584			13,769,102

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 1,500,000 and 4,059,402 shares at redemption amounts of $11.10 and $10.91 per share at March 31, 2024 and December 31, 2023, respectively		16,657,361			44,290,118

Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,749,997 and -0- issued and outstanding (excluding 1,500,000 and 4,059,402 ordinary shares subject to possible redemption at March 31, 2024 and December 31, 2023, respectively)		575			-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3 and 5,750,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		-			575
Additional paid-in capital		-			-
Accumulated deficit		(13,909,305	)		(13,343,394	)
Total shareholders’ deficit		(13,908,730	)		(13,342,819	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	16,965,215		$	44,716,401

	For The Three Months Ended March 31, 2024			For The Three Months Ended March 31, 2023
General and administrative expenses		565,911			357,288
Loss from operations		(565,911	)		(357,288	)
Earnings on cash (investments) held in Trust Account		327,262			2,525,117
Net (loss) income	$	(238,649	)	$	2,167,829
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		2,568,761			23,000,000
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption	$	(0.03	)	$	0.08
Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted		5,750,000			5,750,000
Basic and diluted net (loss) income per share, non-redeemable ordinary shares	$	(0.03	)	$	0.08

	Non-Redeemable Ordinary Shares
	Class A				Class B
	Shares		Amount		Shares			Amount			Additional Paid-In Capital			Accumulated Deficit			Total Shareholders’ Deficit
Balance as of January 1, 2024		-	$	-		5,750,000		$	575		$	-		$	(13,343,394	)	$	(13,342,819	)
Conversion of Class B ordinary shares to Class A ordinary shares		5,749,997		575		(5,749,997	)		(575	)		-			-			-
Remeasurement of Class A ordinary shares to redemption value		-		-		-			-			-			(327,262	)		(327,262	)
Capital contribution made by Sponsor for non-redemption agreement		-		-		-			-			574,308			-			574,308
Cost of raising capital related to shareholder non-redemption agreements		-		-		-			-			(574,308	)		-			(574,308	)
Net loss		-		-		-			-			-			(238,649	)		(238,649	)
Balance as of March 31, 2024		5,749,997	$	575		3		$	-		$	-		$	(13,909,305	)	$	(13,908,730	)

	For The Three Months Ended March 31, 2024			For The Three Months Ended March 31, 2023
Cash Flows from Operating Activities
Net (loss) income	$	(238,649	)	$	2,167,829
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Earnings on cash (investments) held in Trust Account		(327,262	)		(2,525,117	)
Changes in operating assets and liabilities:
Prepaid expenses		(68,250)	)		10,198
Accounts payable		210,704			30,475
Accrued expenses		236,778			212,669
Net cash used in operating activities		(186,679	)		(103,946	)
Cash Flows from Investing Activities
Extension deposits into Trust Account		(99,000	)		-
Trust Account Withdrawal-redemption		28,059,019			-
Net cash provided by investing activities		27,960,019			-
Cash Flows from Financing Activities
Redemption of Public Shares		(28,059,019	)		-
Net cash used in financing activities		(28,059,019	)		-

Net decrease in cash		(285,679	)		(103,946	)
Cash – beginning of period		409,643			946,299
Cash – end of period	$	123,964		$	842,353
Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A shares to redemption value	$	327,262			2,525,117
Extension deposit due from sponsor	$	99,000			-
Capital contribution made by Sponsor for non-redemption agreement	$	(574,308	)		-
Cost of raising capital contribution made by Sponsor for non-redemption agreement	$	574,308			-
Conversion of Class B ordinary shares to Class A ordinary shares	$	575			-

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.

	Three Months Ended March 31, 2024
	Class A subject to possible redemption			Non-redeemable Ordinary Shares
Allocation of net (loss) income	$	(73,693	)		(164,956	)
Basic and diluted weighted average shares outstanding		2,568,761			5,750,000
Basic and diluted net (loss) income per share	$	(0.03	)		(0.03	)

	Three Months Ended March 31, 2023
	Class A subject to possible redemption		Non-redeemable Ordinary Shares
Allocation of net income	$	1,734,263		433,566
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000
Basic and diluted net income per share	$	0.08		0.08

	Number of Shares			Amount
Class A Ordinary Shares subject to possible redemption at January 1, 2023		23,000,000		$	237,982,862
Remeasurement of redemption value of Class A Ordinary Shares subject to possible redemption					5,299,109
Redemption of Class A ordinary shares		(18,940,598	)		(198,991,853	)
Class A Ordinary Shares subject to possible redemption at December 31, 2023		4,059,402		$	44,290,118
Remeasurement of Class A ordinary shares to redemption value					327,262
Extension deposits due from Sponsor					99,000
Redemption of Class A ordinary shares subject to possible redemption		(2,559,402	)		(28,059,019	)
Class A Ordinary Shares subject to possible redemption at March 31, 2024		1,500,000		$	16,657,361

No.		Description of Exhibit
3.1		Third 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 February 12, 2024 (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

		DP CAP ACQUISITION CORP I

Date: May 15, 2024	By:	/s/ Scott Savitz
	Name:	Scott Savitz
	Title:	Chief Executive Officer and Chairman

	By:	/s/ Bruce Revzin
Date: May 15, 2024	Name:	Bruce Revzin
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

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