UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-41041

DP CAP ACQUISITION CORP I

(Exact name of Registrant as specified in its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

22 Boston Wharf Road, 7th Floor		02210
Boston, MA (Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

+1 (617) 874-5152

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, par value $0.0001 per share	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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The registrant was not a public company at June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates at such date. The registrant’s Units began trading on The Nasdaq Global Market (“Nasdaq”) on November 9, 2021, and the registrant’s Class A ordinary shares began trading separately on Nasdaq on December 30, 2021. The aggregate market value of the registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, at December 31, 2021 was $225,975,000.

At March 25, 2022, there were 23,000,000 Class A ordinary shares, $0.0001 par value per share, and 5,750,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

Table of Contents
		Page
PART I		2
Item 1.	Business	2
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments.	41
Item 2.	Properties.	41
Item 3.	Legal Proceedings.	41
Item 4.	Mine Safety Disclosures.	41
PART II		42
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.	42
Item 6.	[Reserved]	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	43
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	47
Item 8.	Financial Statements and Supplementary Data.	48
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	68
Item 9A.	Controls and Procedures.	68
Item 9B.	Other Information.	68
Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.	68
PART III		69
Item 10.	Directors, Executive Officers and Corporate Governance.	69
Item 11.	Executive Compensation.	77
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.	77
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	79
Item 14.	Principal Accountant Fees and Services.	81
PART IV		82
Item 15.	Exhibit and Financial Statement Schedules.	82
Item 16.	Form 10-K Summary	83
Signatures		84

	Units (DPCSU)				Class A ordinary shares (DPCS)				Warrants (DPCSW)
	High		Low		High		Low		High		Low
Year ended December 31, 2021:
Quarter ended December 31, 2021⁽¹⁾	$	10.20	$	10.01	$	9.83	$	9.83	$	0.60	$	0.58

	Page
Report of Independent Registered Public Accounting Firm (Marcum LLP, PCAOB ID: 688)	49

Balance Sheet as of December 31, 2021	50

Statement of Operations for the period from April 8, 2021 (inception) to December 31, 2021	51

Statement of Changes in Shareholders’ Deficit for the period from April 8, 2021 (inception) to December 31, 2021	52

Statement of Cash Flows for the period from April 8, 2021 (inception) to December 31, 2021	53

Notes to Financial Statements	54

ASSETS:
Current Assets:
Cash	$	1,440,299
Prepaid expenses		234,000
Other current assets		14,250
Total Current Assets		1,688,549
Other non-current assets		199,381
Marketable securities held in Trust Account		234,600,000
Total assets	$	236,487,930

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	114,077
Accrued expenses		6,041
Total Current Liabilities		120,118
Deferred underwriting fee payable		8,050,000
Convertible loan from related party		4,600,000
Total liabilities		12,770,118

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.20 per share		234,600,000

Shareholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2021		—
Class A ordinary shares, $0.0001 par value;200,000,000 shares authorized; none issued and outstanding (excluding 23,000,000 shares subject to possible redemption)		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of December 31, 2021		575
Additional paid-in capital		—
Accumulated deficit		(10,882,763	)
Total shareholders’ deficit		(10,882,188	)
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit	$	236,487,930

Operating expenses:
Formation and operating costs	$	259,036
Loss from operations		(259,036	)

Net loss		(259,036	)

Weighted average number of Class A ordinary shares, basic and diluted

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