	1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES
	Beijing	Moscow
	Boston	Munich
	Brussels	New York
	Century City	Orange County
	Chicago	Paris
	Dubai	Riyadh
	Düsseldorf	San Diego
	Frankfurt	San Francisco
	Hamburg	Seoul
	Hong Kong	Shanghai
	Houston	Silicon Valley
	London	Singapore
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

November 4, 2021

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Jan Woo
Anna Abramson
Joyce Sweeney
Christine Dietz
Division of Corporation Finance

Office of Technology

Re:	DP Cap Acquisition Corp 1 Registration Statement on Form S-1 Filed October 29, 2021 File No. 333-260456

To Whom It May Concern:

On behalf of our client, DP Cap Acquisition Corp I (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated November 3, 2021 (the “Comment Letter”) with respect to Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission by the Company on October 29, 2021 (the “Registration Statement”).

For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Draft Registration Statement.

Amendment No. 1 to Form S-1 filed October 29, 2021

Risk Factors

Our warrant agreements will designate the courts of the State of New York..., page 64

Please revise the description of the exclusive forum provision in your warrant agreements to state that it does not apply to suits brought to enforce, "with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts," as stated in the warrant agreements.

Response: The Company acknowledges the Staff’s comment and will update its disclosure in the final prospectus filed with the Commission after the effectiveness of the Registration Statement.

* * * *

November 4, 2021

Page 2

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (212) 906-1297 or my colleague, Rachel W. Sheridan, at (202) 637-2139.

	Very truly yours,

	/s/ Erika L. Weinberg
	Erika L. Weinberg
	of LATHAM & WATKINS LLP

cc:	Martin Zinny, DP Cap Acquisition Corp I Rachel Sheridan, Latham & Watkins LLP Gregg Noel, Skadden, Arps, Slate, Meagher & Flom, LLP