Item 8.01 Other Events.
On January 12, 2021, the Registration Statement on Form S-1 (File No.
333-251649) (the "Registration Statement") relating to the initial public
offering (the "IPO") of Deep Lake Capital Acquisition Corp. (the "Company") was
declared effective by the U.S. Securities and Exchange Commission and the
Company subsequently filed, on January 12, 2021, a registration statement on
Form S-1 (File No. 333-252062) pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, which was effective immediately upon filing. On January 15,
2021, the Company consummated the IPO of 20,700,000 units (the "Units"),
including the issuance of 2,700,000 Units as a result of the underwriter's
exercise in full of their over-allotment option. Each Unit consists of one
Class A ordinary share of the Company, par value $0.0001 per share ("Class A
Ordinary Shares"), and one-half of one redeemable warrant of the Company, each
whole warrant entitling the holder thereof to purchase one Class A Ordinary
Share at an exercise price of $11.50 per share. The Units were sold at a price
of $10.00 per share, generating gross proceeds to the Company of $207,000,000.
On January 12, 2021, the Company effected a share capitalization with respect to
the Company's Class B ordinary shares, par value $0.0001 per share (the "Founder
Shares"), resulting in the Company's initial shareholders holding an aggregate
of 5,175,000 Founder Shares.
Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 6,140,000 warrants (the "Private Placement Warrants") at a
purchase price of $1.00 per Private Placement Warrant, to the Company's sponsor,
Deep Lake Capital Sponsor LP (the "Sponsor"), generating gross proceeds to the
Company of $6,140,000. The Private Placement Warrants are identical to the
warrants sold as part of the Units in the IPO, except that, so long as they are
held by the Sponsor or its permitted transferees: (i) they will not be
redeemable by the Company (except in certain redemption scenarios when the price
per Class A Ordinary Share equals or exceeds $10.00 (as adjusted)), (ii) they
(including the Class A Ordinary Shares issuable upon exercise of these warrants)
may not, subject to certain limited exceptions, be transferred, assigned or sold
by the Sponsor until 30 days after the completion of the Company's initial
business combination, (iii) they may be exercised by the holders on a cashless
basis and (iv) they (including the Class A Ordinary Shares issuable upon
exercise of these warrants) are subject to registration rights.
A total of $207,000,000, comprised of the proceeds from the IPO and the sale of
the Private Placement Warrants, were placed in a U.S.-based trust account at JP
Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust
Company, acting as trustee. Except with respect to interest earned on the funds
held in the trust account that may be released to the Company to pay its taxes
if such funds are held in an interest-bearing account, the proceeds from the IPO
will not be released from the trust account until the earliest to occur of: (i)
the completion of the Company's initial business combination; (ii) the
redemption of any public shares properly tendered in connection with a
shareholder vote to amend the Company's amended and restated memorandum and
articles of association (a) to modify the substance or timing of the Company's
obligation to provide holders of the Company's Class A Ordinary Shares the right
to have their shares redeemed in connection with the Company's initial business
combination or to redeem 100% of its public shares if the Company does not
complete its initial business combination within 24 months from the closing of
the IPO or (b) with respect to any other provision relating to the rights of
holders of the Company's Class A Ordinary Shares; or (iii) the redemption of all
of the Company's public shares if it has not completed its initial business
combination within 24 months from the closing of the IPO.
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On January 11, 2021, in connection with the IPO, the Company adopted its Amended
and Restated Memorandum and Articles of Association and, on the dates referred
to below, entered into the following agreements previously filed as exhibits to
the Company's Registration Statement:
? A Warrant Agreement, dated January 12, 2021, between the Company and
Continental Stock Transfer & Trust Company.
? An Investment Management Trust Agreement, dated January 12, 2021, between the
Company and Continental Stock Transfer & Trust Company.
? A Registration and Shareholder Rights Agreement, dated January 12, 2021, among
the Company, the Sponsor and certain other security holders named therein.
? A Private Placement Warrants Purchase Agreement, dated January 12, 2021,
between the Company and the Sponsor.
? An Administrative Services Agreement, dated January 12, 2021, between the
Company and an affiliate of the Sponsor.
? Letter Agreement, dated January 12, 2021, between the Company and the Sponsor.
? Letter Agreement, dated January 12, 2021, between the Company and Mark Lavelle.
? Letter Agreement, dated January 12, 2021, between the Company and Gary Marino.
? Letter Agreement, dated January 12, 2021, between the Company and Michael
Cyrus.
? Letter Agreement, dated January 12, 2021, between the Company and Pamela
Attinger.
? Letter Agreement, dated January 12, 2021, between the Company and Mark Lenhard.
? Letter Agreement, dated January 12, 2021, between the Company and David Motley.
? Indemnity Agreement, dated January 12, 2021, between the Company and Mark
Lavelle.
? Indemnity Agreement, dated January 12, 2021, between the Company and Gary
Marino.
? Indemnity Agreement, dated January 12, 2021, between the Company and Michael
Cyrus.
? Indemnity Agreement, dated January 12, 2021, between the Company and Pamela
Attinger.
? Indemnity Agreement, dated January 12, 2021, between the Company and Mark
Lenhard.
? Indemnity Agreement, dated January 12, 2021, between the Company and David
Motley.
On January 12, 2021, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
pricing of the IPO.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
3.1 Amended and Restated Memorandum and Articles of Association.
4.1 Warrant Agreement, dated January 12, 2021, between the Company and
Continental Stock Transfer & Trust Company.
10.1 Investment Management Trust Agreement, dated January 12, 2021,
between the Company and Continental Stock Transfer & Trust Company.
10.2 Registration and Shareholder Rights Agreement, dated January 12,
2021, among the Company, the Sponsor and certain other security
holders named therein.
10.3 Private Placement Warrants Purchase Agreement, dated January 12,
2021, between the Company and the Sponsor.
10.4 Administrative Services Agreement, dated January 12, 2021, between
the Company and an affiliate of the Sponsor.
10.5 Letter Agreement, dated January 12, 2021, between the Company and
the Sponsor.
10.6 Letter Agreement, dated January 12, 2021, between the Company and
Mark Lavelle.
10.7 Letter Agreement, dated January 12, 2021, between the Company and
Gary Marino.
10.8 Letter Agreement, dated January 12, 2021, between the Company and
Michael Cyrus.
10.9 Letter Agreement, dated January 12, 2021, between the Company and
Pamela Attinger.
10.10 Letter Agreement, dated January 12, 2021, between the Company and
Mark Lenhard.
10.11 Letter Agreement, dated January 12, 2021, between the Company and
David Motley.
10.12 Indemnity Agreement, dated January 12, 2021, between the Company
and Mark Lavelle.
10.13 Indemnity Agreement, dated January 12, 2021, between the Company
and Gary Marino.
10.14 Indemnity Agreement, dated January 12, 2021, between the Company
and Michael Cyrus.
10.15 Indemnity Agreement, dated January 12, 2021, between the Company
and Pamela Attinger.
10.16 Indemnity Agreement, dated January 12, 2021, between the Company
and Mark Lenhard.
10.17 Indemnity Agreement, dated January 12, 2021, between the Company
and David Motley.
99.1 Press Release, dated January 12, 2021.
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