UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
FORM 8-K


 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): January 3, 2023
 

Deep Lake Capital Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)

Cayman Islands
001-39879
85-3928298
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

930 Tahoe Blvd, Suite 802,
PMB 381
Incline Village, NV 89451
(Address of Principal Executive Offices, including zip code)

(415) 307-2340
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:
 
Trading
Symbol(s)
 
Name of Each Exchange
on Which Registered:
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
 
DLCAU
 
Nasdaq Capital Market
Class A ordinary shares, par value $0.0001 per share
 
DLCA
 
Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
 
 
DLCAW
 
Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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 8.01.
Other Events.
 
On January 3, 2023, Deep Lake Capital Acquisition Corp. (the “Company”) announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the “Public Shares”), effective as of January 17, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”).
 
As stated in the Company’s Form S-1 and in the Articles, if the Company is unable to complete an initial business combination within 24 months from the closing of its initial public offering on January 15, 2021, the Company will:


 (i)
cease all operations except for the purpose of winding up;


 (ii)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (“Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and


 (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law, to provide for claims of creditors and other requirements of applicable law.
 
The balance of the Trust Account as of December 28, 2022 was $209,665,978, which includes the $207,000,000 in funds deposited into the Trust Account at the time of the Company’s initial public offering and $2,665,977 in interest and dividend income. Net of taxes and up to $100,000 of dissolution expenses, the Company currently expects the per-share redemption price for the Public Shares will be approximately $10.124 (as finally determined, the “Redemption Amount”). The Company anticipates that the last trading day for the Public Shares will be January 13, 2023. As of January 17, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. After January 17, 2023, the Company intends to cease all operations except for those required to wind up the Company’s business.


Due to the holiday celebrating the birthday of Martin Luther King, Jr. falling on January 16, 2023, the Redemption Amount will be paid on the next business day, January 17, 2023, to the beneficial owners of Public Shares held in street name without any required action on their part. The Redemption Amount will be paid to record holders of Public Shares after delivery of their Public Shares to the Company’s transfer agent, Continental Stock Transfer & Trust Company, on or after January 17, 2023.
 
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
 
The Company expects that the Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist its securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
 
A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Forward-Looking Statements
 
Certain statements included in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, including with respect to the Company’s anticipated redemption, liquidation and dissolution, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “future,” “project,” “anticipate” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors and risks that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Company’s Form S-1 relating to its initial public offering, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company has filed with the SEC, as amended from time to time. Copies of such filings are available on the SEC’s website, www.sec.gov.
 
Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in such statements are material.

Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits.

Exhibit
No.
 
Description
     
 
Press Release, dated January 3, 2023.
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).

*
Furnished herewith.


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.

 
DEEP LAKE CAPITAL ACQUISITION CORP.
     
Date: January 3, 2023
By:
/s/ Michael Cyrus
 
Name:
Michael Cyrus
 
Title:
Chief Financial Officer



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