DP Cap Acquisition I(DPCS) - 2024 Q3 - Quarterly Report

Cover Page Information This section outlines the Quarterly Report on Form 10-Q for DP CAP ACQUISITION CORP I, detailing its filing status and outstanding shares - The document is a Quarterly Report on Form 10-Q for DP CAP ACQUISITION CORP I, covering the period ended September 30, 2024[1] - The registrant is a non-accelerated filer, a smaller reporting company, and an emerging growth company, electing not to use the extended transition period for new accounting standards[2][3] - As of November 13, 2024, 5,798,092 Class A ordinary shares and 3 Class B ordinary shares were issued and outstanding[3] PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This section presents DP Cap Acquisition Corp I's unaudited condensed financial statements, covering balance sheets, operations, shareholder deficit, and cash flows, with explanatory notes Condensed Balance Sheets This table provides a snapshot of the company's financial position at two specific dates, detailing assets, liabilities, and shareholders' deficit | Metric | September 30, 2024 (Unaudited) | December 31, 2023 | |:-------------------------------------------|:-------------------------------|:------------------| | Cash | $258,747 | $409,643 | | Prepaid expenses | $46,082 | $16,640 | | Total current assets | $304,829 | $426,283 | | Cash (investments) held in Trust Account | $17,318,372 | $44,290,118 | | Total Assets | $17,623,201 | $44,716,401 | | Accounts payable | $52,311 | $42,046 | | Accrued expenses | $1,336,683 | $1,077,056 | | Total current liabilities | $1,388,994 | $1,119,102 | | Deferred underwriting fees payable | $8,050,000 | $8,050,000 | | Convertible loan from related party | $4,600,000 | $4,600,000 | | Total liabilities | $14,038,994 | $13,769,102 | | Total shareholders' deficit | $(13,734,165) | $(13,342,819) | Condensed Statements of Operations This table summarizes the company's financial performance over specified interim periods, highlighting revenues, expenses, and net income or loss | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | |:--------------------------------------------------------------------|:--------------------------------|:--------------------------------|:-------------------------------|:-------------------------------| | General and administrative expenses | $149,024 | $287,563 | $930,462 | $1,260,895 | | Loss from operations | $(149,024) | $(287,563) | $(930,462) | $(1,260,895) | | Earnings on cash (investments) held in Trust Account | $183,818 | $562,845 | $691,273 | $4,778,599 | | Net income (loss) | $34,794 | $275,282 | $(239,189) | $3,517,704 | | Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption | $0.00 | $0.03 | $(0.03) | $0.19 | | Basic and diluted net income (loss) per share, non-redeemable ordinary shares | $0.00 | $0.03 | $(0.03) | $0.19 | Condensed Statements of Changes in Shareholders' Deficit This section details the changes in the company's shareholders' deficit over specific periods, driven by net income or loss, capital contributions, and remeasurement adjustments - For the nine months ended September 30, 2024, the total shareholders' deficit increased from $(13,342,819) at January 1, 2024, to $(13,734,165), primarily due to a net loss of $(238,649) and remeasurement adjustments[13][16] - Key changes include the conversion of 5,749,997 Class B ordinary shares to Class A ordinary shares, capital contributions from the Sponsor totaling $935,116, and various remeasurements of Class A ordinary shares to redemption value[13][14][15][16] - For the nine months ended September 30, 2023, the total shareholders' deficit increased from $(11,830,345) at January 1, 2023, to $(13,091,240), driven by remeasurement of Class A ordinary shares to redemption value, partially offset by net income[18][19] Condensed Statements of Cash Flows This section outlines the company's cash inflows and outflows from operating, investing, and financing activities over specified periods | Cash Flow Activity | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | |:-------------------------------------------------|:-------------------------------|:-------------------------------| | Net cash used in operating activities | $(690,012) | $(366,062) | | Net cash provided by investing activities | $27,663,019 | $198,991,853 | | Net cash used in financing activities | $(27,123,903) | $(198,991,853) | | Net decrease in cash | $(150,896) | $(366,062) | | Cash - beginning of period | $409,643 | $946,299 | | Cash - end of period | $258,747 | $580,237 | - Supplemental noncash activities for the nine months ended September 30, 2024, included $691,273 for remeasurement of Class A ordinary shares to redemption value, a $574,308 capital contribution from the Sponsor for non-redemption agreements, and a corresponding cost of raising capital of $(574,308)[20] NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS This note details DP Cap Acquisition Corp I's formation as a blank check company, its IPO funding, multiple business combination deadline extensions, and current going concern challenges - DP Cap Acquisition Corp I is a blank check company incorporated on April 8, 2021, for the purpose of effecting a business combination, and had not commenced operations as of September 30, 2024[21][22] | IPO/Private Placement Details | Amount | Date | |:------------------------------|:---------------|:---------------| | Public Offering Gross Proceeds| $230.0 million | Nov 12, 2021 | | Private Placement Gross Proceeds| $7.1 million | Nov 12, 2021 | | Sponsor Loan | $4.6 million | Nov 12, 2021 | | Total Trust Account Funding | $234.6 million | Nov 12, 2021 | - The company has extended its deadline to complete a Business Combination multiple times, with the latest extension to November 12, 2025, approved on November 11, 2024, leading to significant redemptions of Class A Ordinary Shares[35][36][37][41] - The company received a delisting notice from Nasdaq on November 12, 2024, for failing to complete a business combination within 36 months of its IPO, and has decided not to appeal[40][116] - As of September 30, 2024, the company had a working capital deficit of $1,084,165, raising substantial doubt about its ability to continue as a going concern without additional funding from the Sponsor or other sources[42][155] NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the company's accounting principles, including GAAP compliance for interim statements, the reclassification