Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information disclosed in Item 5.07 of this Current Report on Form 8-K (this
"Current Report") under the heading "Proposal 1" is incorporated by reference
into this Item 5.03 to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Extraordinary General Meeting
On May 10, 2023, the Company held an Extraordinary General Meeting of
shareholders, at which holders of 24,824,158 of the Company's ordinary shares,
comprised of the Company's Class A ordinary shares, par value $0.0001 per share
("Class A Ordinary Shares"), and the Company's Class B ordinary shares, par
value $0.0001 per share ("Class B Ordinary Shares" and together with the Class A
Ordinary Shares, the "Ordinary Shares") voting together as a class, were present
in person or by proxy, representing approximately 86% of the voting power of the
28,750,000 issued and outstanding Ordinary Shares of the Company entitled to
vote at the Extraordinary General Meeting at the close of business on April 17,
2023, which was the record date (the "Record Date") for the Extraordinary
General Meeting. The 28,750,000 Ordinary Shares entitled to vote at the
Extraordinary General Meeting were comprised of 23,000,000 Class A Ordinary
Shares and 5,750,000 Class B Ordinary Shares. The Company's shareholders of
record as of the close of business on the Record Date are referred to herein as
"Shareholders." In connection with the Extension (as defined below), the holders
of 18,940,598 Class A Ordinary Shares properly exercised their right to redeem
their shares for cash at a redemption price of approximately $10.51 per share,
for an aggregate of approximately $198,991,853.41 in connection with the
Extension. A summary of the voting results at the Extraordinary General Meeting
for each of the proposals is set forth below.
Proposal 1
The Shareholders approved, by special resolution, the proposal to amend and
restate the Company's Amended and Restated Memorandum and Articles of
Association in the form set forth in Annex A of the proxy statement to extend
the date by which the Company must (1) consummate a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business
combination (an "initial business combination"), (2) cease its operations except
for the purpose of winding up if it fails to complete such initial business
combination, and (3) redeem all of the Class A Ordinary Shares included as part
of the units sold in the Company's initial public offering, from May 12, 2023 to
November 12, 2023 (the "Extended Date") and to allow the board of directors of
the Company, without another shareholder vote, to elect to further extend the
date to consummate an initial business combination after the Extended Date up to
three times, by an additional month each time, upon two days' advance notice
prior to the applicable deadline, up to February 12, 2024 (the "Extension," and
such proposal, the "Extension Proposal"). The voting results for such proposal
were as follows:
For Against Abstain
23,015,947 1,808,211 0
On May 10, 2023, to effectuate the Extension, the Company filed with the Cayman
Islands Registrar of Companies the Second Amended and Restated Memorandum and
Articles of Association of the Company (the "Second A&R Charter"). The foregoing
description of the Second A&R Charter does not purport to be complete and is
qualified in its entirety by the terms of the Second A&R Charter, a copy of
which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
--------------------------------------------------------------------------------
Proposal 2
The proposal to adjourn the Extraordinary General Meeting to a later date or
dates, if necessary or convenient, to permit further solicitation and vote of
proxies in the event that there were insufficient votes for, or otherwise in
connection with, the approval of the Extension Proposal, was not presented at
the Extraordinary General Meeting, as the Extension Proposal received a
sufficient number of votes for approval.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Second Amended and Restated Memorandum and Articles of Association of DP
Cap Acquisition Corp I.
104* Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Furnished herewith.
4
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
DP CAP ACQUISITION CORP I 
