United States securities and exchange commission logo





                               November 3, 2021

       Martin Zinny
       Chief Executive Officer
       DP Cap Acquisition Corp I
       One Marina Park Drive, 10th Floor
       Boston, MA 02210

                                                        Re: DP Cap Acquisition
Corp I
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed October 29,
2021
                                                            File No. 333-260456

       Dear Mr. Zinny:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Form S-1 filed October 29, 2021

       Risk Factors
       Our warrant agreements will designate the courts of the State of New
York..., page 64

   1.                                                   Please revise the
description of the exclusive forum provision in your warrant agreements
                                                        to state that it does
not apply to suits brought to enforce, "with respect to suits brought in
                                                        federal courts, any
duty or liability created by the Securities Act or the rules and
                                                        regulations thereunder
for which Section 22 of the Securities Act creates concurrent
                                                        jurisdiction for
federal and state courts," as stated in the warrant agreements.
 Martin Zinny
FirstName LastNameMartin
DP Cap Acquisition Corp I Zinny
Comapany 3,
November  NameDP
             2021 Cap Acquisition Corp I
November
Page 2    3, 2021 Page 2
FirstName LastName
        You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3449 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact Anna
Abramson, Staff
Attorney, at (202) 551-4969 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Erika Weinberg