DP Cap Seeks Capital Hike, Bonus Shares to Relist on OTCQB

TL;DR

**DPCAC is making a last-ditch effort to avoid liquidation by pumping up its share count and relisting on the OTCQB; public shareholders should redeem now or risk getting diluted and holding a dead SPAC.**

AI Summary

DP Cap Acquisition Corp. I (DPCAC) is seeking shareholder approval for five proposals at an Extraordinary General Meeting on September 25, 2025, to facilitate its relisting on OTCQB and pursue a business combination. The company proposes to increase its authorized share capital from $22,100 to $92,000, specifically raising Class A shares from 200,000,000 to 600,000,000 and Preference Shares from 1,000,000 to 300,000,000, while decreasing Class B shares from 30,000,000 to 20,000,000. This capital increase will enable a Bonus Shares Issuance of 49 Ordinary Shares for each outstanding Ordinary Share, aiming to boost public shareholder ownership to approximately 10% for OTCQB listing requirements. An amendment to Article 49.10 is also proposed to allow the issuance of non-voting preference shares to Sponsors in exchange for Class A shares. These three 'Fundamental Proposals' are cross-conditioned, meaning all must pass for any to be approved. DPCAC's securities were delisted from Nasdaq in November 2024, and the company faces a November 12, 2025 deadline to complete a business combination or liquidate. As of August 7, 2025, the Trust Account held approximately $575,000, with an anticipated per-share redemption price of $11.95.

Why It Matters

This DEF 14A filing is critical for DP Cap Acquisition Corp. I's survival, as it outlines a strategy to relist on the OTCQB after its Nasdaq delisting in November 2024. For investors, the approval of these proposals is essential to avoid liquidation by the November 12, 2025 deadline, offering a potential path to a business combination. Employees and customers of a future target company would benefit from DPCAC successfully finding a merger partner. In the competitive SPAC market, DPCAC's ability to execute this plan will determine if it can regain market access and complete its mandate, or if it will join the ranks of liquidated SPACs, impacting investor confidence in the sector.

Risk Assessment

Risk Level: high — The risk level is high because DP Cap Acquisition Corp. I was delisted from Nasdaq in November 2024 and faces a liquidation deadline of November 12, 2025, if it fails to complete a business combination. The proposed actions, including a significant increase in authorized capital and a 49-for-1 bonus share issuance, are explicitly designed to meet OTCQB listing requirements, indicating a precarious financial and operational position. Furthermore, the potential for significant redemptions could reduce the Trust Account from approximately $575,000, making a future business combination even harder to finance.

Analyst Insight

Investors holding DP Cap Acquisition Corp. I Class A Shares should seriously consider exercising their redemption rights by September 23, 2025, to receive approximately $11.95 per share from the Trust Account. While the Sponsors intend to vote for all proposals, the company's delisting and looming liquidation deadline suggest a high-risk scenario with uncertain prospects for a successful business combination.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$575,000

revenue Growth

N/A

Key Numbers

• $22,100 — Current authorized share capital (Proposed to increase to $92,000)
• $92,000 — Proposed authorized share capital (Increase from $22,100)
• 49 — Bonus Shares (Number of bonus shares to be issued for each outstanding Ordinary Share)
• 10% — Public shareholder ownership target (Required for OTCQB listing)
• November 12, 2025 — Business Combination Outside Date (Deadline for DPCAC to complete a business combination or liquidate)
• $575,000 — Trust Account balance (As of August 7, 2025)
• $11.95 — Anticipated per-share redemption price (Based on Trust Account balance as of August 7, 2025)
• 99% — Sponsors' beneficial ownership (Percentage of total outstanding shares held by Sponsors, indicating expected approval of proposals)
• September 25, 2025 — Extraordinary General Meeting Date (Date shareholders will vote on proposals)
• September 23, 2025 — Redemption Deadline (Last day for public shareholders to demand redemption)

Key Players & Entities

• DP Cap Acquisition Corp. I (company) — Registrant and SPAC
• Xixuan Hei (person) — Chairman of the Board and Class I director nominee
• Nasdaq Stock Market (regulator) — Exchange from which DPCAC was delisted in November 2024
• OTCQB (regulator) — Target exchange for relisting
• Highview Bridge, LLC (company) — Current Sponsor of DP Cap Acquisition Corp. I
• DP Investment Management Sponsor I, LLC (company) — Prior Sponsor of DP Cap Acquisition Corp. I
• Continental Stock Transfer & Trust Company (company) — Transfer Agent for share redemptions
• Clear Trust, LLC (company) — Proxy solicitor for the Extraordinary General Meeting
• Cayman Islands (regulator) — Jurisdiction of incorporation for DP Cap Acquisition Corp. I
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Failure to Meet OTCQB Listing Requirements [high — regulatory]: The company's securities were delisted from Nasdaq in November 2024. To relist on OTCQB, DPCAC needs to increase public shareholder ownership to approximately 10%. Failure to approve the proposed share capital increase and bonus share issuance could prevent the company from meeting this requirement, jeopardizing its relisting and ability to pursue a business combination.
• Trust Account Depletion and Funding Needs [high — financial]: As of August 7, 2025, the Trust Account held approximately $575,000, with an anticipated redemption price of $11.95 per share. Significant redemptions by public shareholders in connection with the Extraordinary General Meeting could deplete the Trust Account, potentially requiring DPCAC to secure additional funds to complete a business combination.
• Business Combination Deadline [high — operational]: DP Cap Acquisition Corp. I has a strict deadline of November 12, 2025, to complete a business combination. Failure to do so will result in the cessation of operations and liquidation, extinguishing the rights of public shareholders.
• Cross-Conditioned Proposal Failure [high — legal]: The three 'Fundamental Proposals' (Authorized Capital Increase, Bonus Shares Issuance, and Article 49.10 Amendment) are cross-conditioned. If any one of these proposals fails to receive shareholder approval, none of them will be approved, significantly hindering the company's strategy for relisting and business combination.
• Amendment to Article 49.10 Restrictions [medium — regulatory]: The proposed amendment to Article 49.10 is necessary to allow the issuance of non-voting preference shares to Sponsors in exchange for Class A shares. Without this amendment, the company may be restricted from certain share issuances required for its strategic objectives.

Industry Context

DP Cap Acquisition Corp. I operates within the Special Purpose Acquisition Company (SPAC) sector, which has seen significant evolution. The industry is characterized by companies formed to raise capital through an IPO to acquire an existing company. Recent trends include increased regulatory scrutiny and a focus on SPACs that can demonstrate a clear path to value creation post-combination. The need for DPCAC to relist on OTCQB underscores the challenges many SPACs face in meeting exchange listing requirements after initial delistings.

Regulatory Implications

The proposed actions by DPCAC are driven by regulatory requirements for listing on the OTCQB, specifically the need for at least 10% of outstanding ordinary shares to be held by public shareholders. The company must navigate these requirements to maintain trading viability. Furthermore, any business combination will be subject to securities laws and regulations governing mergers and acquisitions.

What Investors Should Do

1. Review the Proxy Statement carefully.
2. Vote on the Fundamental Proposals.
3. Consider redemption options.
4. Be aware of the November 12, 2025 deadline.

Key Dates

• 2025-09-25: Extraordinary General Meeting — Shareholders will vote on proposals critical for relisting on OTCQB and pursuing a business combination.
• 2025-09-23: Redemption Deadline — Last day for public shareholders to demand redemption of their shares prior to the Extraordinary General Meeting.
• 2025-11-12: Business Combination Outside Date — Deadline for DPCAC to complete a business combination or face liquidation.
• 2024-11-01: Delisting from Nasdaq — The company's securities were removed from Nasdaq, necessitating a relisting strategy.

Glossary

Authorized Capital Increase Proposal

A proposal to increase the total number of shares the company is legally allowed to issue. (Necessary to create enough shares for the proposed bonus issuance and potential future transactions.)

Bonus Shares Issuance Proposal

A proposal to issue 49 new ordinary shares for every outstanding ordinary share. (Aims to increase the number of public shareholders to meet OTCQB listing requirements.)

Article 49.10 Amendment Proposal

A proposal to modify a specific article in the company's governing documents to allow for certain share issuances, including non-voting preference shares to sponsors. (Enables the company to issue shares to sponsors in exchange for Class A shares, which is currently restricted.)

Trust Account

A segregated account holding the proceeds from the company's initial public offering (IPO), intended to fund a business combination or be returned to shareholders upon liquidation. (Contains the funds available for redemptions and the business combination; its balance dictates the per-share redemption price.)

Public Shares

Class A ordinary shares sold to the public in the company's IPO. (These are the shares held by public shareholders who have redemption rights.)

Sponsors

The individuals or entities that initially formed and funded the special purpose acquisition company (SPAC). (Hold Class B shares and potentially other securities, and are involved in the proposed amendment to Article 49.10.)

Cross-Conditioned Proposals

A set of proposals where the approval of each is dependent on the approval of all others. (Highlights the critical nature of all three 'Fundamental Proposals' passing for any to be effective.)

Year-Over-Year Comparison

This filing is a proxy statement for an Extraordinary General Meeting, not a financial report comparing to a prior period. Therefore, direct comparisons of financial metrics like revenue growth, margin changes, or specific financial risks from a previous filing are not applicable. The key focus is on structural changes and proposals necessary for the company's continued operation and relisting, rather than historical financial performance.

Key Financial Figures

• $22,100 — 's authorized share capital from (a) US $22,100 divided into 200,000,000 Class A ordina
• $0.0001 — Class A ordinary shares of par value US $0.0001 each ("Class A Shares"), 30,000,000 Cla
• $92,000 — 01 each ("Preference Shares") to (b) US $92,000 divided into 600,000,000 Class A Shares
• $575,000 — August 7, 2025, which was approximately $575,000, we anticipate that the per-share price
• $11.95 — the Trust Account will be approximately $11.95 at the time of the Extraordinary Genera
• $100,000 — franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses

Filing Documents

• dpcs_def14a.htm (DEF 14A) — 486KB
• 0001477932-25-006520.txt ( ) — 487KB

From the Filing

DEF 14A 1 dpcs_def14a.htm DEF 14A dpcs_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 DP Cap Acquisition Corp. I (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 DP Cap Acquisition Corp. I A Cayman Islands Exempted Company 418 Broadway, #6895 Albany, NY 12207 NOTICE OF EXTRAORDINARY GENERAL MEETING To Be Held at 11:30 a.m. Eastern Time on September 25, 2025 Dear Shareholders: NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "Extraordinary General Meeting") of DP Cap Acquisition Corp. I ("DP Cap," "DPCAC," the "Company," "we," "us" or "our"), a Cayman Islands exempted company, will be held at 11:30 a.m. Eastern Time, on September 25, 2025, virtually, at www.cleartrustonline.com/dpcap, or at such other time, on such other date and at such other place at which the meeting may be adjourned or postponed. The accompanying proxy statement (the "Proxy Statement") is dated August 29, 2025 and is first being mailed to shareholders of the Company on or about that date. The purposes of the Extraordinary General Meeting are to: consider and vote on a proposal (the "Authorized Capital Increase Proposal") to approve, by special resolution and pursuant to the terms of the Company's amended and restated memorandum and articles of association, as amended (the "Articles"), an amendment to the Articles in the form set forth in Annex A to the accompanying Proxy Statement to increase the Company's authorized share capital from (a) US $22,100 divided into 200,000,000 Class A ordinary shares of par value US $0.0001 each ("Class A Shares"), 30,000,000 Class B ordinary shares of par value US $0.0001 each ("Class B Shares") (the Class A Shares and Class B Shares referred to together as the "Ordinary Shares") and 1,000,000 preference shares of par value US $0.0001 each ("Preference Shares") to (b) US $92,000 divided into 600,000,000 Class A Shares of par value US $0.0001 each, 20,000,000 Class B Shares of par value US $0.0001 each, and 300,000,000 Preference Shares of par value US $0.0001 each (the "Share Capital Increase"); consider and vote on a proposal (the "Bonus Shares Issuance Proposal") to approve, by ordinary resolution and pursuant to the terms of the Articles, the use of a portion of the Share Capital Increase to issue forty-nine (49) Ordinary Shares ("Bonus Shares") in respect of each of the Company's outstanding Ordinary Shares (including those underlying outstanding units), with such Bonus Shares issued within the same class as the Ordinary Shares with respect to which they are issued (the "Bonus Shares Issuance"); consider and vote on a proposal (the "Article 49.10 Amendment Proposal" and, collectively with the Authorized Capital Increase Proposal and the Bonus Shares Issuance Proposal, the "Fundamental Proposals") to approve, by special resolution and pursuant to the terms of the Articles, an amendment to the Articles in the form set forth in Annex B to the accompanying Proxy Statement to delete in its entirety current Article 49.10 thereof and replace it as follows: "49.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not without the approval of the Company by way of ordinary resolution issue additional Shares or any other securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with the Public Shares: (i) on the Company's initial Business Combination or on any other proposal presented to Members prior to or in connection with the completion of an initial Business Combination; or (ii) to approve an amendment to the Memorandum or the Articles to: (x) extend the time the Company has to consummate a business combination beyond 30 months from the closing of the IPO; or (y) amend this Article 49.10"; consider and vote on a proposal (the "Director Election Proposal") to approve, by ordinary resolution, the election of one (1) member as a Class I director, to serve on the Board for a period of three years or until his successor is duly elected and qualified or such individual's earlier resignation or removal; and if necessary, to consider and vote on a proposal (the "Adjournment Proposal") to adjourn the Extraordin

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