8-K

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
99.1*	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

EX-99.1

Exhibit 99.1

Deep Lake Capital Acquisition Corp. Announces It Will Redeem Its Public Shares

NEW YORK, NY, January 3, 2023 - Deep Lake Capital Acquisition Corp. (the “Company”) (Nasdaq: DLCA, DLCAW and DLCAU), a special purpose acquisition company, announced today that, due to its inability to consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”), it intends to redeem all of the outstanding Class A ordinary shares that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price, including accrued interest (net of amounts withheld for taxes and dissolution expenses) of approximately $10.124 (the “Redemption Amount”), and thereafter will dissolve and liquidate in accordance with the Articles.  In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest income from the trust account to pay dissolution expenses.

Since it completed its initial public offering (“IPO”) on January 15, 2021, the Company’s management team has rigorously searched for appropriate targets. Ultimately, however, the Company was not able to complete a transaction due to (a) the changing regulatory landscape around SPACs, (b) disconnect on valuations, and (c) volatility in capital markets and in deSPAC transactions, which dissuaded good companies from accessing the markets.

The Company anticipates that the Public Shares, and associated units and warrants, will cease trading on the Nasdaq Stock Market (“Nasdaq”) on January 13, 2023. As of the close of business on January 17, 2023, the Public Shares will be deemed canceled and will represent only the right to receive the redemption amount. After January 17, 2023, the Company will cease all operations except for those required to wind up the Company’s business.

In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the trust account. The proceeds of the trust account will be held in a non-interest-bearing account while awaiting disbursement to the holders of the Public Shares. Record holders may redeem their shares for their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The Redemption Amount is expected to be paid within ten business days after January 17, 2023.

The Company’s initial shareholders, including the Company’s sponsor, directors and each member of the Company’s management team, have waived their redemption rights with respect to all founder shares held by them.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company expects that Nasdaq 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.

About Deep Lake Capital Acquisition Corp.

Deep Lake Capital Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Forward-Looking Statements

This press release may include “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. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Michael Cyrus, CFO

michael@deeplakecapital.com

 

2

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Document and Entity Information	Jan. 03, 2023
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 03, 2023
Entity File Number	001-39879
Entity Registrant Name	Deep Lake Capital Acquisition Corp.
Entity Central Index Key	0001831928
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	85-3928298
Entity Address, Address Line One	930 Tahoe Blvd, Suite 802
Entity Address, Address Line Two	PMB 381
Entity Address, City or Town	Incline Village
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89451
City Area Code	415
Local Phone Number	307-2340
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	DLCAU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	DLCA
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	DLCAW
Security Exchange Name	NASDAQ