UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	OMB APPROVAL
	OMB Number:	3235-0058
FORM 12b-25	Expires:	April 30, 2025
	Estimated average burden
	Hours per form	2.50

NOTIFICATION OF LATE FILING	SEC FILE NUMBER
	001-41041

CUSIP NUMBER

G2R05B100

(Check One):	☒ Form 10-K	☐ Form 20-F	☐ Form 11-K	☐ Form 10-Q	☐ Form 10-D	☐ Form N-SAR
	☐ Form N-CSR

For Period Ended: December 31, 2024
☐	Transition Report on Form 10-K
☐	Transition Report on Form 20-F
☐	Transition Report on Form 11-K
☐	Transition Report on Form 10-Q
☐	Transition Report on Form N-SAR
For the Transition Period Ended: _______________

 Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

N/A

PART I – REGISTRANT INFORMATION

DP Cap Acquisition Corp I

Full Name of Registrant

N/A

Former Name if Applicable

418 Broadway, #6895

Address of Principal Executive Office (Street and Number)

Albany, New York 12207

City, State and Zip Code

PART II – RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)

DP Cap Acquisition Corp I (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) within the prescribed time period without unreasonable effort and expense to the Company. The Company requires additional time to compile and process the information necessary for the completion of the Form 10-K as the Company does not have full-time accounting and administrative staff.  Additionally, the Company has recently changed its independent registered public accounting firm that has also delayed the completion of the Form 10-K.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Xixuan Hei	(929)	392-3578
(Name)	(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes    ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes    ☐ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The Company anticipates that there will be a significant change in its results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, as a result of, among other things, the following: On November 14, 2024, the Company’s original sponsor, DP Investment Management Sponsor I LLC, transferred control of the Company to a new sponsor, Highview Bridge, LLC. In connection with this transaction:

· 3,112,499 Class A Ordinary Shares and 3 Class B Ordinary Shares were transferred to the new sponsor.

· 4,733,333 private placement warrants were irrevocably cancelled.

· $4,600,000 in sponsor loans were irrevocably forgiven.

· The Company’s $8,050,000 deferred underwriting fee was fully forfeited by Cowen and Company, LLC and will no longer be payable

 

These changes significantly altered the Company’s capital structure and obligations and resulted in the elimination of several outstanding liabilities. Additionally, throughout 2024, the Company held extraordinary general meetings to extend its business combination deadline. In connection with these extensions, shareholders elected to redeem:
·	2,559,402 shares in February 2024 for $27.9 million.
·	1,451,905 shares in December 2024 for $16.8 million.
As a result, the Trust Account balance declined significantly, with only 48,095 Class A shares remaining subject to redemption as of year-end.

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DP Cap Acquisition Corp I

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2025	By:	/s/ Xixuan Hei
		Xixuan Hei, Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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