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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.
|
Condensed Financial Statements
|
1
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
21
|
|
Item 3.
|
25 | |
Item 4.
|
25 | |
PART II. OTHER INFORMATION
|
||
Item 1.
|
26
|
|
Item 1A.
|
26
|
|
Item 2.
|
27
|
|
Item 3.
|
27 | |
Item 4.
|
27 | |
Item 5.
|
27 | |
Item 6.
|
28 |
Item 1. |
Condensed Financial Statements
|
September 30, 2021
|
December 31, 2020
|
|||||||
Assets
|
(Unaudited)
|
|||||||
Current assets:
|
||||||||
Cash
|
$
|
1,822,099
|
$
|
-
|
||||
Prepaid expenses
|
446,744
|
-
|
||||||
Total current assets
|
2,268,843
|
-
|
||||||
Deferred offering costs
|
-
|
380,631
|
||||||
Cash held in Trust Account
|
207,000,000
|
-
|
||||||
Total Assets
|
$
|
209,268,843
|
$
|
380,631
|
||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
16,890
|
$
|
40,590
|
||||
Accrued expenses
|
727,239
|
381,800
|
||||||
Due to related parties
|
1,564,313
|
-
|
||||||
Note payable - related party
|
-
|
50,900
|
||||||
Total current liabilities
|
2,308,442
|
473,290
|
||||||
Derivative warrant liabilities
|
12,532,400
|
-
|
||||||
Deferred underwriting commissions
|
7,245,000
|
-
|
||||||
Total liabilities
|
22,085,842
|
473,290
|
||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares, $0.0001 par value; 20,700,000 and -0- shares
subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020,
respectively
|
207,000,000
|
-
|
||||||
Shareholders' Deficit
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none
issued or outstanding as of September 30, 2021 and December 31, 2020
|
-
|
-
|
||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized
|
-
|
-
|
||||||
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized,5,175,000
shares issued and outstanding as of September 30, 2021 and December 31, 2020
|
518
|
518
|
||||||
Additional paid-in capital
|
-
|
24,482
|
||||||
Accumulated deficit
|
(19,817,517
|
)
|
(117,659
|
)
|
||||
Total shareholders' deficit
|
(19,816,999
|
)
|
(92,659
|
)
|
||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
|
$
|
209,268,843
|
$
|
380,631
|
For the Three Months
Ended September 30, 2021
|
For the Nine Months
Ended September 30, 2021
|
|||||||
General and administrative expenses
|
$
|
229,352
|
$
|
1,013,901
|
||||
General and administrative expenses - related party
|
45,000
|
135,000
|
||||||
Loss from operations
|
(274,352
|
)
|
(1,148,901
|
)
|
||||
Other income (expenses):
|
||||||||
Change in fair value of derivative warrant liabilities
|
2,473,500
|
3,440,100
|
||||||
Offering costs – derivative warrant liabilities
|
-
|
(599,920
|
)
|
|||||
Net income
|
$
|
2,199,148
|
$
|
1,691,279
|
||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
|
20,700,000
|
19,638,462
|
||||||
Basic and diluted net income per share, Class A ordinary share
|
$
|
0.08
|
$
|
0.07
|
||||
Weighted average shares outstanding of Class B ordinary shares, basic
|
5,175,000
|
5,140,385
|
||||||
Basic net income per share, Class B ordinary share |
$
|
0.08 | $ | 0.07 | ||||
Weighted average shares outstanding of Class B ordinary shares, diluted
|
|
5,175,000
|
|
5,175,000
|
||||
Diluted net income per share, Class B ordinary share |
$
|
0.08 |
$
|
0.07 |
Ordinary Shares
|
Additional
|
|
Total
|
|||||||||||||||||||||||||
Class A
|
Class B
|
Paid-in
|
Accumulated
|
Shareholders'
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance - December 31, 2020
|
-
|
$
|
-
|
5,175,000
|
$
|
518
|
$
|
24,482
|
$
|
(117,659
|
)
|
$
|
(92,659
|
)
|
||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption amount
|
-
|
-
|
-
|
-
|
(24,482
|
)
|
(21,391,137
|
)
|
(21,415,619
|
)
|
||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
3,994,994
|
3,994,994
|
|||||||||||||||||||||
Balance - March 31, 2021
(unaudited)
|
-
|
-
|
5,175,000
|
518
|
-
|
(17,513,802
|
)
|
(17,513,284
|
)
|
|||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(4,502,863
|
)
|
(4,502,863
|
)
|
|||||||||||||||||||
Balance - June 30, 2021
(unaudited)
|
-
|
-
|
5,175,000
|
518
|
-
|
(22,016,665
|
)
|
|
(22,016,147
|
)
|
||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
2,199,148
|
2,199,148
|
|||||||||||||||||||||
Balance - September 30, 2021 (unaudited) |
-
|
$
|
-
|
|
5,175,000 | $ | 518 | $ | - | $ | (19,817,517 | ) | $ | (19,816,999 | ) |
Cash Flows from Operating Activities:
|
||||
Net income
|
$
|
1,691,279
|
||
Adjustments to reconcile net income 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
|
(3,440,100
|
)
|
||
Offering costs - derivative warrant liabilities
|
599,920
|
|||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(446,744
|
)
|
||
Accounts payable
|
(52,645
|
)
|
||
Accrued expenses
|
63,200
|
|||
Due to related party
|
1,564,313
|
|||
Net cash used in operating activities
|
(9,989
|
)
|
||
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
|
(4,213,485
|
)
|
||
Net cash provided by financing activities
|
208,832,088
|
|||
Net change in cash
|
1,822,099
|
|||
Cash - beginning of the period
|
-
|
|||
Cash - end of the period
|
$
|
1,822,099
|
||
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
|
|
• |
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
September 30, 2021
|
For the Nine Months Ended
September 30, 2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic net income per ordinary share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income
|
$
|
1,759,318
|
$
|
439,830
|
$
|
1,340,422
|
$
|
350,857
|
||||||||
Denominator:
|
||||||||||||||||
Basic weighted average ordinary shares outstanding
|
20,700,000
|
5,175,000
|
19,638,462
|
5,140,385
|
||||||||||||
Basic net income per ordinary share
|
$
|
0.08
|
$
|
0.08
|
$
|
0.07
|
$
|
0.07
|
For the Three Months Ended
September 30, 2021
|
For the Nine Months Ended
September 30, 2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Diluted net income per ordinary share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income
|
$
|
1,759,318
|
$
|
439,830
|
$
|
1,338,552
|
$
|
352,727
|
||||||||
Denominator: | ||||||||||||||||
Diluted weighted average ordinary shares outstanding
|
20,700,000
|
5,175,000
|
19,638,462
|
5,175,000
|
||||||||||||
Diluted net income per ordinary share
|
$
|
0.08
|
$
|
0.08
|
$
|
0.07
|
$
|
0.07
|
Gross proceeds
|
$
|
207,000,000
|
||
Less:
|
||||
Fair value of Public Warrants at issuance
|
(9,832,500)
|
)
|
||
Offering costs allocated to Class A ordinary shares subject to possible redemption
|
(11,583,119)
|
)
|
||
Plus:
|
||||
Accretion on Class A ordinary shares subject to possible redemption amount
|
21,415,619
|
|||
Class A ordinary shares subject to possible redemption
|
$
|
207,000,000
|
|
|
• |
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
|
$
|
7,866,000
|
$
|
-
|
$
|
-
|
||||||
Derivative warrant liabilities - Private placement warrants
|
-
|
4,666,400
|
-
|
|||||||||
$
|
7,866,000
|
$
|
4,666,400
|
$
|
-
|
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
|
- | |||
Derivative warrant liabilities at September 30, 2021 | $ |
-
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
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: November 15, 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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