DP Cap Acquisition Corp I(DPCSU) - 2024 Q3 - Quarterly Report

Cover Page Information This section provides key administrative details of DP CAP ACQUISITION CORP I's Quarterly Report on Form 10-Q for the period ended September 30, 2024 - 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, and has elected 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 This part presents the company's unaudited condensed financial statements and management's analysis of financial condition and operations ITEM 1. FINANCIAL STATEMENTS This section presents DP Cap Acquisition Corp I's unaudited condensed financial statements, encompassing balance sheets, statements of operations, changes in shareholders' deficit, cash flows, and comprehensive notes Condensed Balance Sheets | 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 | 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 changes in shareholders' deficit, reflecting net 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) at September 30, 2024, 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) at September 30, 2023, 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 flows from operating, investing, and financing activities, including noncash transactions | 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 describes the company's formation, IPO, business combination extensions, and going concern considerations - 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 key accounting principles for interim reporting, trust account investments, and income tax treatment - The unaudited condensed financial statements are prepared in accordance