CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2023
DP Cap Acquisition Corp I
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-41041
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N/A
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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341 Newbury Street
6th Floor
Boston, MA
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02115
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(Address of principal executive offices)
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(Zip Code)
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(617) 874-5152
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
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DPCSU
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The Nasdaq Global Market
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Class A ordinary shares, $0.0001 par value,
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DPCS
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The Nasdaq Global Market
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Redeemable public warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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DPCSW
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The Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange
Act of 1934.
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. ☐
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On October 12, 2023, DP Cap Acquisition Corp. (the “Company”) received a letter (the “Nasdaq Letter”) from the Listing Qualifications staff of The
Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires that the Company maintain a minimum of 400 total holders for continued listing on the Nasdaq Global
Market (the “Minimum Total Holders Rule”). The Nasdaq Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.
In accordance with Nasdaq Listing Rule 5810(c)(2)(A)(i), the Nasdaq Letter states that the Company has 45 calendar days, or until November 27, 2023
(the “Compliance Date”), to submit a plan to regain compliance with the Minimum Total Holders Rule. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Nasdaq Letter to
evidence compliance with the Minimum Total Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
The Company intends to submit its compliance plan by the Compliance Date and will evaluate available options to regain compliance. However, there can
be no assurance that the Company will be able to regain compliance under Nasdaq Listing Rule 5450(a)(2), or will otherwise be in compliance with other Nasdaq listing criteria.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words
“may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook”, “potentially,” “preliminary” and the negative of these terms and words of similar meaning are intended to identify forward-looking statements,
though not all forward-looking statements use these words or expressions. All statements contained in this Current Report on Form 8-K other than statements of historical fact should be considered forward-looking statements, including without
limitation, statements regarding the Company’s intention to submit a compliance plan by the Compliance Date and to evaluate available options to regain compliance with the continued
listing standards of The Nasdaq Global Market. Actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are subject to a number of important factors that could
cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated by the
Company’s other filings with the Securities and Exchange Commission. Any forward-looking statements made herein speak only as of the date of this Current Report on Form 8-K. The Company assumes no obligation and does not intend to update these
forward-looking statements, except as required by law.
SIGNATURE
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 hereunto duly
authorized.
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Dated: October 16, 2023
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DP CAP ACQUISITION CORP I
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By:
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/s/ Scott Savitz
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Name:
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Scott Savitz
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Title:
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Chief Executive Officer
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