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, 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 November 13, 2024, 5,798,092 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 SEPTEMBER 30, 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	28
ITEM 4. CONTROLS AND PROCEDURES	28
PART II—OTHER INFORMATION	29
ITEM 1. LEGAL PROCEEDINGS	29
ITEM 1A. RISK FACTORS	29
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	30
ITEM 4. MINE SAFETY DISCLOSURES	30
ITEM 5. OTHER INFORMATION	31
ITEM 6. EXHIBITS	31

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

DP CAP ACQUISITION CORP I

CONDENSED BALANCE SHEETS

	SEPTEMBER 30, 2024 (Unaudited)			DECEMBER 31, 2023

ASSETS
Cash	$	258,747		$	409,643
Prepaid expenses		46,082			16,640
Total current assets		304,829			426,283
Cash (investments) held in Trust Account		17,318,372			44,290,118
Total Assets	$	17,623,201		$	44,716,401

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	52,311		$	42,046
Accrued expenses		1,336,683			1,077,056
Total current liabilities		1,388,994			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		14,038,994			13,769,102

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 1,500,000 and 4,059,402 shares at $11.55 and 10.91 per share at September 30, 2024 and December 31, 2023, respectively		17,318,372			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 September 30, 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 September 30, 2024 and December 31, 2023 respectively		-			575
Additional paid-in capital		935,116			-
Accumulated deficit		(14,669,856	)		(13,343,394	)
Total shareholders’ deficit		(13,734,165	)		(13,342,819	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	17,623,201		$	44,716,401

The accompanying notes are an integral part of these unaudited condensed financial statements.

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DP CAP ACQUISITION CORP I

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For The Three Months Ended September 30, 2024			For The Three Months Ended September 30, 2023			For The Nine Months Ended September 30, 2024			For The Nine Months Ended September 30, 2023

General and administrative expenses	$	149,024		$	287,563		$	930,462		$	1,260,895
Loss from operations		(149,024	)		(287,563	)		(930,462	)		(1,260,895	)
Earnings on cash (investments) held in Trust Account		183,818			562,845			691,273			4,778,599
Net income (loss)	$	34,794		$	275,282		$	(239,189	)	$	3,517,704
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		1,500,000			4,059,402			1,854,954			13,078,734
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.03		$	(0.03	)	$	0.19
Weighted average shares outstanding of 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, non-redeemable ordinary shares	$	0.00		$	0.03		$	(0.03	)	$	0.19

The accompanying notes are an integral part of these unaudited condensed financial statements.

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DP CAP ACQUISITION CORP I

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(UNAUDITED)

	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	)		-			-			-
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	)
Redemption of Class A ordinary shares		-		-		-			-			-			-			-
Remeasurement of Class A ordinary shares to redemption value		-		-		-			-			-			(327,262	)		(327,262	)
Extension deposits due from Sponsor		-		-		-			-			-			-			-
Net loss		-		-		-			-			-			(238,649	)		(238,649	)
Balance as of March 31, 2024 (unaudited)		5,749,997	$	575		3		$	-		$	-		$	(13,909,305	)	$	(13,908,730	)

Capital contribution from Sponsor		-		-		-			-			786,616			-			786,616
Remeasurement of Class A ordinary shares to redemption value		-		-		-			-			-			(180,193	)		(180,193	)
Extension deposit paid into Trust Account		-		-		-			-			-			(247,500	)		(247,500	)
Net loss		-		-		-			-			-			(35,334	)		(35,334	)
Balance as of June 30, 2024 (unaudited)		5,749,997	$	575		3		$	-		$	786,616		$	(14,372,332	)	$	(13,585,141	)

Extension deposit paid into Trust Account		-		-		-			-			-			(148,500	)		(148,500	)
Remeasurement of Class A ordinary shares to redemption value		-		-		-			-			-			(183,818	)		(183,818	)
Capital contribution from Sponsor		-		-		-			-			148,500			-			148,500
Net income		-		-		-			-			-			34,794			34,794
Balance as of September 30, 2024 (unaudited)		5,749,997	$	575		3		$	-		$	935,116		$	(14,669,856	)	$	(13,734,165	)

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DP CAP ACQUISITION CORP I

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited)

	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, 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	)
Remeasurement of Class A ordinary shares to redemption value		-		-		-		-		-			(1,690,637	)		(1,690,637	)
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	)
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	)

Remeasurement of Class A ordinary shares to redemption value		-		-		-		-		-			(562,845	)		(562,845	)
Net income		-		-		-		-		-			275,282			275,282
Balance as of September 30, 2023 (unaudited)		-	$	-		5,750,000	$	575	$	-		$	(13,091,815	)	$	(13,091,240	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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DP CAP ACQUISITION CORP I

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024			FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
Cash Flows from Operating Activities
Net (loss) income	$	(239,189	)	$	3,517,704
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Earnings on cash (investments) held in Trust Account		(691,273	)		(4,778,599	)
Changes in operating assets and liabilities:
Prepaid expenses		(29,442	)		165,016
Accounts payable		10,265			60,269
Accrued expenses		259,627			669,548
Net cash used in operating activities		(690,012	)		(366,062	)
Cash Flows from Investing Activities
Extension deposits into Trust Account		(396,000	)		-
Trust Account Withdrawal - redemption		28,059,019			198,991,853
Net cash provided by investing activities		27,663,019			198,991,853
Cash Flows from Financing Activities
Redemption of Public Shares		(28,059,019	)		(198,991,853)
Capital contribution from Sponsor		935,116			-
Net cash used in financing activities		(27,123,903	)		(198,991,853	)

Net decrease in cash		(150,896	)		(366,062	)
Cash - beginning of period		409,643			946,299
Cash - end of period	$	258,747		$	580,237

Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A ordinary shares to redemption value	$	691,273		$	4,778,599
Capital contribution made by Sponsor for non-redemption agreement	$	574,308		$	1,671,160
Cost of raising capital contribution made by Sponsor for non-redemption agreement	$	(574,308	)	$	(1,671,160)
Conversion of Class B ordinary shares to Class A ordinary shares	$	575		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

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DP CAP ACQUISITION CORP I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Organization and General

DP Cap Acquisition Corp I (the “Company”) is a blank check company incorporated in the Cayman Islands on April 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2024, the Company had not commenced any operations. All activity for the period from April 8, 2021 (inception) through September 30, 2024 relates to the Company’s formation and the Public Offering (as defined below) and subsequent to the Public Offering, the search for a target for the Company’s Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of earnings on cash (investments) held in Trust Account relating to the proceeds derived from the Public Offering on November 12, 2021 (“Public Offering” or “IPO”). The Company has selected December 31 as its fiscal year end.

On November 12, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units”), which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $230.0 million, which is described in Note 3.

Simultaneously with the closing of the Public Offering, the Company completed the private sale of 4,733,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to DP Investment Management Sponsor I LLC (the “Sponsor”), generating gross proceeds to the Company of $7,100,000, which is described in Note 4. Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per share.

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