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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Deep Lake Capital Acquisition Corporation | NASDAQ:DLCA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.12 | 10.09 | 16.20 | 0 | 01:00:00 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
001-39879
|
85-3928298
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
930 Tahoe Blvd., Suite 802,
PMB 381
Incline Village, Nevada
|
89451
|
|
(Address Of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on
which registered
|
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
|
DLCAU
|
Nasdaq Capital Markets
|
Class A ordinary shares included as part of the units
|
DLCA
|
Nasdaq Capital Markets
|
Redeemable warrants included as part of the units
|
DLCAW
|
Nasdaq Capital Markets
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
Page
|
||
PART I. FINANCIAL INFORMATION
|
||
Item 1.
|
1
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
18
|
|
Item 3.
|
22 | |
Item 4.
|
22 | |
PART II. OTHER INFORMATION
|
||
Item 1.
|
23
|
|
Item 1A.
|
23
|
|
Item 2.
|
24
|
|
Item 3.
|
24 | |
Item 4.
|
25 | |
Item 5.
|
25 | |
Item 6.
|
25 |
Item 1. |
Financial Statements
|
June 30, 2021
|
December 31, 2020
|
|||||||
Assets
|
(Unaudited)
|
|||||||
Current assets:
|
||||||||
Cash
|
$
|
1,822,098
|
$
|
-
|
||||
Prepaid expenses
|
544,133
|
-
|
||||||
Total current assets
|
2,366,231
|
-
|
||||||
Deferred offering costs
|
-
|
380,631
|
||||||
Cash held in Trust Account
|
207,000,000
|
-
|
||||||
Total Assets
|
$
|
209,366,231
|
$
|
380,631
|
||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
1,400,991
|
$
|
40,590
|
||||
Accrued expenses
|
727,239
|
381,800
|
||||||
Due to related parties
|
3,247
|
-
|
||||||
Note payable - related party
|
-
|
50,900
|
||||||
Total current liabilities
|
2,131,477
|
473,290
|
||||||
Derivative warrant liabilities
|
15,005,900
|
-
|
||||||
Deferred underwriting commissions
|
7,245,000
|
-
|
||||||
Total liabilities
|
24,382,377
|
473,290
|
||||||
Commitments and Contingencies
|
|
|
||||||
Class A ordinary shares, $0.0001 par value; 17,998,385 and -0- shares
subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020,
respectively
|
179,983,850
|
-
|
||||||
Shareholders’ Equity (Deficit)
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none
issued and outstanding
|
-
|
-
|
||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,701,615
and -0- shares issued and outstanding (excluding 17,998,385 and -0- shares subject to possible
redemption) as of June 30, 2021 and December 31, 2020, respectively
|
270
|
-
|
||||||
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized,5,175,000
shares issued and outstanding
|
518
|
518
|
||||||
Additional paid-in capital
|
5,624,744
|
24,482
|
||||||
Accumulated deficit
|
(625,528
|
)
|
(117,659
|
)
|
||||
Total shareholders’ equity (deficit)
|
5,000,004
|
(92,659
|
)
|
|||||
Total Liabilities and Shareholders’ Equity (Deficit)
|
$
|
209,366,231
|
$
|
380,631
|
For the Three Months
Ended June 30, 2021
|
For the Six Months
Ended June 30, 2021
|
|||||||
General and administrative expenses
|
$
|
451,163
|
$
|
784,549
|
||||
General and administrative expenses - related party
|
45,000
|
90,000
|
||||||
Loss from operations
|
(496,163
|
)
|
(874,549
|
)
|
||||
Other income (expense):
|
||||||||
Change in fair value of derivative warrant liabilities
|
(4,006,700
|
)
|
966,600
|
|||||
Offering costs – derivative warrant liabilities
|
-
|
(599,920
|
)
|
|||||
Net loss
|
$
|
(4,502,863
|
)
|
$
|
(507,869
|
)
|
||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
|
20,700,000
|
20,700,000
|
||||||
Basic and diluted net loss per share, Class A redeemable ordinary share
|
$
|
0.00
|
$
|
0.00
|
||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted
|
5,175,000
|
5,122,790
|
||||||
Basic and diluted net loss per share, Class B non-redeemable ordinary share
|
$
|
(0.87
|
)
|
$
|
(0.10
|
)
|
Ordinary Shares
|
Additional
|
Retained Earnings
|
Total
|
|||||||||||||||||||||||||
Class A
|
Class B
|
Paid-in
|
(Accumulated
|
Shareholders'
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit)
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance - December 31, 2020
|
-
|
$
|
-
|
5,175,000
|
$
|
518
|
$
|
24,482
|
$
|
(117,659
|
)
|
$
|
(92,659
|
)
|
||||||||||||||
Sale of units in initial public offering, less fair value of derivative warrant liabilities
|
20,700,000
|
2,070
|
-
|
-
|
197,165,430
|
-
|
197,167,500
|
|||||||||||||||||||||
Offering costs
|
-
|
-
|
-
|
-
|
(11,583,119
|
)
|
-
|
(11,583,119
|
)
|
|||||||||||||||||||
Class A ordinary shares subject to possible redemption
|
(18,448,671
|
)
|
(1,845
|
)
|
-
|
-
|
(184,484,865
|
)
|
-
|
(184,486,710
|
)
|
|||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
3,994,994
|
3,994,994
|
|||||||||||||||||||||
Balance - March 31, 2021 (unaudited)
|
2,251,329
|
225
|
5,175,000
|
518
|
1,121,928
|
3,877,335
|
5,000,006
|
|||||||||||||||||||||
Class A ordinary shares subject to possible redemption
|
450,286
|
45
|
-
|
-
|
4,502,816
|
-
|
4,502,861
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(4,502,863
|
)
|
(4,502,863
|
)
|
|||||||||||||||||||
Balance - June 30, 2021 (unaudited)
|
2,701,615
|
$
|
270
|
5,175,000
|
$
|
518
|
$
|
5,624,744
|
$
|
(625,528
|
)
|
$
|
5,000,004
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(507,869
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
General and administrative expenses paid by Sponsor under promissory note
|
10,788
|
|||
Change in fair value of derivative warrant liabilities
|
(966,600
|
)
|
||
Offering costs - derivative warrant liabilities
|
599,920
|
|||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(544,133
|
)
|
||
Accounts payable
|
1,331,456
|
|||
Accrued expenses
|
63,200
|
|||
Due to related party
|
3,247
|
|||
Net cash used in operating activities
|
(9,991
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Cash deposited in Trust Account
|
(207,000,000
|
)
|
||
Net cash used in investing activities
|
(207,000,000
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Repayment of note payable to related party
|
(94,427
|
)
|
||
Proceeds received from initial public offering, gross
|
207,000,000
|
|||
Proceeds received from private placement
|
6,140,000
|
|||
Offering costs paid
|
(4,213,484
|
)
|
||
Net cash provided by financing activities
|
208,832,089
|
|||
Net change in cash
|
1,822,098
|
|||
Cash - beginning of the period
|
-
|
|||
Cash - end of the period
|
$
|
1,822,098
|
||
Supplemental disclosure of noncash investing and financing activities:
|
||||
Offering costs included in accrued expenses
|
$
|
582,915
|
||
Offering costs included in accounts payable | $ | 58,000 | ||
Offering costs paid by Sponsor under promissory note
|
$
|
32,739
|
||
Deferred underwriting commissions
|
$
|
7,245,000
|
||
Initial value of Class A ordinary shares subject to possible redemption, as corrected
|
$
|
179,872,890
|
||
Change in value of Class A ordinary shares subject to possible redemption, as corrected
|
$
|
110,960
|
|
• |
Level 1, defined as observable inputs such as
quoted prices (unadjusted) for identical instruments in active markets;
|
|
• |
Level 2, defined as inputs other than quoted
prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
|
• |
Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
For the Three Months
Ended June 30, 2021
|
For the Six Months Ended
June 30, 2021
|
|||||||
Class A ordinary shares
|
||||||||
Numerator: Income allocable to Class A redeemable ordinary shares
|
||||||||
Income from investments held in Trust Account
|
$
|
-
|
$
|
-
|
||||
Less: Company's portion available to be withdrawn to pay taxes
|
-
|
-
|
||||||
Net income attributable to Class A ordinary shares
|
$
|
-
|
$
|
-
|
||||
Denominator: Weighted average Class A ordinary shares
|
||||||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares
|
20,700,000
|
20,700,000
|
||||||
Basic and diluted net income per share, Class A ordinary shares
|
$
|
0.00
|
$ | 0.00 | ||||
Class B ordinary shares
|
||||||||
Numerator: Net income (loss) minus net income allocable to Class A ordinary shares
|
||||||||
Net income (loss)
|
$
|
(4,502,863
|
)
|
$
|
(507,869
|
)
|
||
Net income attributable to Class A redeemable ordinary shares
|
-
|
-
|
||||||
Net income (loss) attributable to Class B ordinary shares
|
$
|
(4,502,863
|
)
|
$
|
(507,869
|
)
|
||
Denominator: Weighted average Class B ordinary shares
|
||||||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares
|
5,175,000
|
5,122,790
|
||||||
Basic and diluted net loss per share, Class B non-redeemable ordinary share
|
$
|
(0.87
|
)
|
$
|
(0.10
|
)
|
|
• |
in whole and not in part;
|
|
• |
at a price of $0.01 per warrant;
|
|
• |
upon a minimum of 30 days’ prior written notice of redemption; and
|
|
• |
if, and only if, the last
reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any
20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
|
• |
in whole and not in part;
|
|
• |
at $0.10 per warrant upon a minimum of 30
days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the
redemption date and the “fair market value” of Class A ordinary shares;
|
|
• |
if, and only if, the closing
price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
|
|
• |
if the closing price of the
Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the
outstanding Public Warrants, as described above.
|
Description
|
Quoted Prices in Active
Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities - Public warrants
|
$
|
9,418,500
|
$
|
-
|
$
|
-
|
||||||
Derivative warrant liabilities - Private placement warrants
|
-
|
5,587,400
|
-
|
|||||||||
$
|
9,418,500
|
$
|
5,587,400
|
$
|
-
|
Derivative warrant liabilities at December 31, 2020
|
$
|
-
|
||
Issuance of Public and Private Placement Warrants
|
15,972,500
|
|||
Transfer of Public Warrants to Level 1 measurement
|
(9,832,500
|
)
|
||
Change in fair value of derivative warrant liabilities
|
(1,350,800
|
)
|
||
Derivative warrant liabilities at March 31, 2021
|
|
4,789,200
|
||
Transfer of Private Placement Warrants to Level 2 measurement
|
(4,789,200 | ) | ||
Derivative warrant liabilities at June 30, 2021 |
$
|
- |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 3. |
Defaults upon Senior Securities
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
||
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
Dated: August 16, 2021
|
DEEP LAKE CAPITAL ACQUISITION CORP.
|
|
By:
|
/s/ Michael Cyrus
|
|
Name:
|
Michael Cyrus
|
|
Title:
|
Chief Financial Officer
|
|
(Duly Authorized Officer and Principal Financial and Accounting Officer)
|
1 Year Deep Lake Capital Acquis... Chart |
1 Month Deep Lake Capital Acquis... Chart |
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