|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to DP Cap Acquisition Corp I. References to our “management” or our “management team”
refer to our officers and directors and references to the “Sponsor” refer to DP Investment Management Sponsor I LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction
with the financial statements and the notes thereto contained elsewhere in this Quarterly Report (the “Financial Statements”). Capitalized terms used but not otherwise defined herein have the meaning set forth in the Financial Statements. Certain
information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact
included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans
and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such
forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those
anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “Initial Public Offering”) filed with the U.S. Securities and Exchange Commission (the
“SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on April 8, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses or entities (the “Business Combination”) that we have not yet identified. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our registration statement for our Initial Public Offering was declared effective on November 8, 2021. On November 12, 2021, we consummated the Initial 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 Initial 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.
Simultaneously with the closing of the Initial Public Offering, we consummated the private sale (the
“Private Placement”) of 4,733,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to DP Investment Management Sponsor I LLC (the “Sponsor”), each exercisable to purchase one Class A Ordinary Share
at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $7.1 million.
Simultaneously with the closing of the Initial Public Offering, pursuant to the Sponsor’s promissory note (the “Sponsor Note”), the Sponsor loaned
$4,600,000 to the Company (the "Sponsor Loan"). The Sponsor Loan is interest free. The Sponsor Loan shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a purchase price of $1.50 per Sponsor Loan Warrant, at the Sponsor’s
discretion and at any time until the consummation of our initial Business Combination. The Sponsor Loan Warrants will be identical to the Private Placement Warrants.
Upon the closing of the Initial Public Offering, a total of $234.6 million ($10.20 per unit), comprised of $225.4 million of the proceeds from the Initial Public Offering
(which amount includes $8.05 million of the underwriter’s deferred discount), $4.6 million of the proceeds of the sale of the Private Placement Warrants and $4.6 million of the proceeds from the Sponsor Loan, was placed in a U.S.-based trust
account (“Trust Account”) maintained by Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7
of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net
proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully.
We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management
for working capital purposes, if permitted, and excluding the amount of deferred underwriting discounts held in trust) at the time of our signing a definitive agreement in connection with our initial Business Combination. However, we only intend to
complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to
register as an investment company under the Investment Company Act.
If we are unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May 12, 2023, (the “Combination Period”), and our shareholders have not amended our amended and
restated memorandum and articles of association to extend such Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject
to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to us to pay our taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which
redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law.
We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
Our entire activity from inception through September 30, 2021 was in preparation for our Initial Public Offering. We will not generate any operating
revenues until the closing and completion of our initial Business Combination, at the earliest.
For the three months ended September 30, 2021, we had a net loss of approximately $6, which consisted solely of bank fees.
For the period from April 8, 2021 through September 30, 2021, we had a net loss of approximately $11,537, which consisted solely of formation and
operating costs.
Liquidity and Capital Resources
As of September 30, 2021, we had cash of $19,552.
For the period from April 8, 2021 (inception) through September 30, 2021, the net increase in cash was $19,552. For the period from April 8, 2021
(inception) through September 30, 2021, cash used in operating activities was $5,488. For the period from April 8, 2021 (inception) through September 30, 2021, cash provided by financing activities was $25,000 and consisted of proceeds from the
issuance of Founder Shares to the Sponsor.
As of September 30, 2021, due to related party was $74,025 and accrued offering and formation costs was $294,041.
Our liquidity needs up to September 30, 2021 had been satisfied through (i) a payment from the Sponsor along with Shareholders' funds controlled by Data Point Capital of $25,000 to cover certain offering and
formation costs in exchange for the issuance of the Founder Shares to the Sponsor and (ii) the receipt of loans to us of up to $300,000 by the Sponsor under an unsecured promissory note. The unsecured promissory note was non-interest bearing and
was due at the earlier of December 31, 2021 and the closing of the Initial Public Offering. As of September 30, 2021, we had borrowed $74,025 under the unsecured promissory note. Such amount was subsequently repaid in full in connection with the
consummation of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not
obligated to, provide us working capital loans. As of September 30, 2021, there were no amounts outstanding under any working capital loans.
Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private
Placement Warrants and warrants that may be issued upon conversion of the working capital loans) will be entitled to registration rights pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to
three demands, excluding short form demands, that we register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial
Business Combination. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in
the case of the Founder Shares, until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or
exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business
combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other
property, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of our initial Business Combination. We will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
We granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase on a pro rata basis up to 3,000,000 additional Units to cover over-allotments, if any, at
the Initial Public Offering price, less the underwriting discounts and commissions. The over-allotment option was exercised in full on November 12, 2021.
The underwriter was entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $8.05
million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business
Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and
liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known
trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:
Investments Held in the Trust Account
Upon consummation of the Initial Public Offering, our portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in
Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When our investments held in the Trust Account are
comprised of U.S. government securities, the investments are classified as trading securities. When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities
and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in Gain on investments held in
Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Warrant Classification
Upon consummation of the Initial Public Offering, we account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable
authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether
the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of
professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or
modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value
of the warrants are recognized as a non-cash gain or loss on the statements of operations. Upon the Initial Public Offering, we determined that the Public Warrants and Private Placement Warrants should be classified as equity instruments.
Class A Ordinary Shares Subject to Possible Redemption
Upon consummation of the Initial Public Offering, we account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as
liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain
redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.
Net Loss Per Ordinary Share
Upon consummation of the Initial Public Offering, we comply with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Our unaudited condensed statements of operations
includes a presentation of income (loss) per ordinary share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Accretion associated with the redeemable Class A
ordinary shares is excluded from earnings per share as the redemption value approximates fair value. There were no Class A ordinary shares issued or outstanding at September 30, 2021 or the period then ended.
Net loss per share is calculated by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period.
The Founder Shares included up to 750,000 Class B ordinary shares which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option
was exercised. Following the exercise of the underwriter’s over-allotment option in full on November 12, 2021, no Founder Shares remain subject to forfeiture.
At September 30, 2021 we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per
share is the same as basic loss per share for the periods presented.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the
derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. We early adopted ASU 2020-06 on April 8, 2021 (our inception date). Adoption of ASU 2020-06 did not impact our financial position,
results of operations or cash flows.
Our management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.
Off-Balance Sheet Arrangements
As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Inflation
We do not believe that inflation had a material impact on our business or operating results during the period presented.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth
company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be
comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an
“emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the
Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be
adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis)
and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions
will apply for a period of five years from the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
| ITEM 4. |
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon their evaluation, our principal executive officer and
principal financial and accounting officer concluded that during the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective at a reasonable
assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
| ITEM 1. |
LEGAL PROCEEDINGS.
|
None.
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering filed with the SEC on
November 10, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also
impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
| ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
On November 12, 2021, we consummated the Initial Public Offering of 23,000,000 Units, which included the
exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Initial Public Offering price to cover over-allotments. Each Unit consists of one Class A Ordinary Share and one Public Warrant, 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 sold in the Initial Public Offering were sold at an offering price of $10.00 per Unit,
generating gross proceeds of $230.0 million. Cowen and Company, LLC acted as sole book-running manager for the offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (File No.
333-260456). Our registration statement for our Initial Public Offering was declared effective on November 8, 2021.
Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of
4,733,333 Private Placement Warrants to the Sponsor, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $7.1 million. The issuance of the
Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that none of the Private Placement Warrants will be redeemable by us and, so long as they
are held by the Sponsor or its permitted transferees: (i) subject to certain limited exceptions, they will be subject to transfer restrictions until 30 days following the consummation of the our initial Business Combination and (ii) the holders of
Private Placement Warrants are entitled to certain registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all
redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by the Private Placement Warrants Purchase Agreement, dated November 8, 2021
between the Company and the Sponsor.
Simultaneously with the closing of the Initial Public Offering, pursuant to the Sponsor Note, the Sponsor loaned $4.6 million to us at no interest. The Sponsor Loan will be repaid or converted into Sponsor Loan
Warrants at a conversion price of $1.50 per Sponsor Loan Warrant, at the Sponsor’s discretion and at any time until the consummation of the Company’s initial Business Combination. The Sponsor Loan Warrants would be identical to the Private
Placement Warrants. The Sponsor Note was issued in order to ensure that the amount deposited into the Trust Account at the closing of the Initial Public Offering is $10.20 per Class A Ordinary Share (each a “Public Share”) offered as part of the
Units sold in the Initial Public Offering. If we do not complete an initial Business Combination and the Sponsor Loan has not been converted into Sponsor Loan Warrants prior to such time, we will not repay the Sponsor Loan and its proceeds will be
distributed to the holders of the Public Shares. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Note. The Sponsor shall be entitled to certain registration rights relating to the Sponsor Loan Warrants.
Of the gross proceeds received from the Initial Public Offering, the closing of the over-allotment option, the Private Placement Warrants
and the Sponsor Loan, $234.6 million was placed in the Trust Account and $2.5 million of the proceeds from the sale of the Private Placement Warrants was deposited in our operating account for future working capital expenditures.
We paid a total of $4.6 million in underwriting discounts and commissions and $498,152 for other offering costs related to the Initial Public Offering. In
addition, the underwriter agreed to defer $8.05 million in underwriting discounts and commissions.
| ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES.
|
None.
| ITEM 4. |
MINE SAFETY DISCLOSURES.
|
Not applicable.
| ITEM 5. |
OTHER INFORMATION.
|
None.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
|
No.
|
|
Description of Exhibit
|
| |
|
|
|
|
|
Underwriting Agreement by and between the Company and Cowen and Company, LLC, as representative of the several underwriters named therein(1)
|
|
|
|
Amended and Restated Memorandum and Articles of Association(1)
|
|
|
|
Warrant Agreement between Continental Stock Transfer and Trust Company and the Company(1)
|
|
|
|
Letter Agreement among the Company, the Sponsor and the Company’s officers and directors(1)
|
|
|
|
Investment Management Trust Account Agreement between Continental Stock Transfer and Trust Company and the Company(1)
|
|
|
|
Registration Rights Agreement among the Company, the Sponsor and the other holders party thereto(1)
|
|
|
|
Private Placement Warrants Purchase Agreement between the Company and the Sponsor(1)
|
|
|
|
Promissory Note between the Company and the Sponsor(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
|
| |
|
|
|
|
|
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
|
| |
|
|
|
|
|
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
|
| |
|
|
|
|
|
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
|
| (1) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on November 16, 2021 and incorporated by reference herein.
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
|
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)
|