Deep Lake Capital Acquisition Corp. - Annual Report: 2021 (Form 10-K)

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Cayman Islands (State or other jurisdiction of incorporation or organization)

85-3928298 (I.R.S. Employer Identification No.)

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 Market
Class A ordinary share, par value $0.0001 per share		DLCA		Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		DLCAW		Nasdaq Capital Market

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		Page
PART I		2
ITEM 1.	BUSINESS.	2
ITEM 1A.	RISK FACTORS.	20
ITEM 1B.	UNRESOLVED STAFF COMMENTS.	57
ITEM 2.	PROPERTIES.	57
ITEM 3.	LEGAL PROCEEDINGS.	57
ITEM 4.	MINE SAFETY DISCLOSURES.	57
PART II		58
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	58
ITEM 6.	[RESERVED].	59
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	59
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	64
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	65
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	88
ITEM 9A.	CONTROLS AND PROCEDURES.	88
ITEM 9B.	OTHER INFORMATION	89
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	89
PART III		90
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	90
ITEM 11.	EXECUTIVE COMPENSATION.	99
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	99
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	101
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	103
PART IV		104
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	104
ITEM 16.	FORM 10-K SUMMARY.	107
SIGNATURES		108

ITEM 1.

BUSINESS.

•

Robust Target Sector Coverage. We are energetic and creative in our pursuit of opportunities and evaluate all potential business combinations in an unbiased way, using deep domain experience and fundamental analysis to identify growth potential and unlock long-term value.

•

Disciplined Capital Deployment. We bring the same set of best practices, methodology and insightful query from our prior experiences to support our investment approach and strategic assessment. Decisions are supported by rigorous internal review, independent third-party confirmation and a strong system of internal measures, governance and controls.

•

Strategic Involvement. We seek a business combination where our management team will help propel the combined business through its next stage of growth as a successful public company.

•

Talent Management and Motivation. We believe our founders are particularly well-versed at identifying, building and nurturing high-performing teams, and that this will be a key differentiating factor in our ability to attract a target business and generate long-term value through a business combination.

•

Social Responsibility. We operate Deep Lake Capital and will manage any eventual business combination in a manner that adheres to the highest ethical standards of conduct, puts a high priority on the diversity of our workplace and promotes corporate and individual involvement in our communities to benefit the broader society.

•

Success of All Stakeholders. Our success is defined by the success of our investors and target companies while fulfilling our investment thesis of long-term growth and sustainable value creation.

•

The advent of cloud computing has created an infinite scale utility that entrepreneurs now access to build applications and experiences with increasing global reach and decreasing cost friction.

•

Open software platforms, connected with an ecosystem of mutually interested developer communities, have proven better at continuous innovation and high-quality, cost-effective software development versus traditional, internally developed R&D efforts.

•

Data management and analytics tools have grown in sophistication and availability to the point of enabling embedded, real-time, intelligent decisions directly into product experiences.

•

The capital required to scale efforts is becoming increasingly more accessible and important to business growth. Mechanisms such as crowd-source funding, direct listing, and SPACs democratize capital access from start-up to public markets.

•

Experience of Creating Industry Defining FinTech and Ecommerce Enablement Businesses. We believe that our management’s track record of identifying, investing, building and leading industry leading FinTech and ecommerce enablement companies, public as well as private, positions us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets.

•

Strong Operational and Management Capabilities. Our management team has a long-standing history of leading and growing large companies with unique business models and building successful teams across a broad range of industries. Additionally, our management team has a deep understanding and expertise in navigating highly regulated industries (such as credit lending, banking and public utilities) in rapidly shifting landscapes. Deep Lake Capital can provide hands-on operational improvements, capital allocation discipline, and strategic advice to unlock value. We believe that prospective management teams will benefit from the guidance and insight that our management team can provide through mentorship and governance as well as operational involvement.

•

Proprietary Sourcing Channels and Leading Industry Relationships. Our relationships with leading technology company founders, executives of private and public companies, venture capitalists, and growth equity fund managers can be effectively leveraged into a unique deal flow across a broad range of opportunities. We are focused on using these connections, and our own unique backgrounds and experiences, as a differentiating advantage in finding value-creating opportunities within our Target Sectors.

•

Deep Understanding of Underlying Technology Infrastructure and Data. Our management team has a deep understanding of underlying technology and associated data given our extensive experience leading payments, commerce, finance, and internet technology companies. This positions us to identify the right targets with scalable technology and strong growth prospects, while having the ability to identity opportunities to monetize valuable underlying transactional data.

•

Execution and Structuring Capability. Our combined expertise and reputation allow us to source and negotiate transactions with an attractive investment thesis for our investors to evaluate. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We believe our focus and efforts will generate investment opportunities with attractive risk/reward profiles based on sound valuation logic and transparent structural characteristics.

•

Can Benefit from Unique Capabilities of Deep Lake Capital’s Management Team. We seek to leverage our management team’s industry expertise and operational experiences as both executives and investors in the FinTech, ecommerce, and infrastructure industries.

•

Unique Competitive Moats. We seek to acquire companies that have unique competitive advantages in our Target Sectors, especially those with differentiated technologies such as cloud computing and the ability to leverage data and analytics. Additionally, we seek to acquire a business with a strong business model, distribution capabilities, scalable leadership teams and proven cultural advantages.

•

Can Benefit from Being a Publicly Traded Company. We seek to acquire a business which can benefit from being a publicly traded company, with access to broader capital markets, to achieve the business’ growth strategy.

•

Large Total Addressable Market and Ability to Scale Through Organic and Inorganic Routes. We seek to prioritize our focus on investments in large and growing industries. We seek to acquire a business that has the potential to grow market share organically through innovation and inorganically through additional acquisitions.

•

Attractive Financial Profile. We seek to acquire a business that has high recurring revenues and operating leverage and has historically generated, or has the near-term potential to generate, strong and sustainable free cash flow.

•

Platform Offering with Opportunity for Continuous Innovation and Acquisitions. We seek to acquire a business that has a platform offering, with the potential to innovate new solutions and build an ecosystem overtime.

•

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

•

cause us to depend on the marketing and sale of a single product or limited number of products or services.

•

We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);

•

Any of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or

•

The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

•

the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

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the expected cost of holding a shareholder vote;

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the risk that the shareholders would fail to approve the proposed business combination;

•

other time and budget constraints of the company; and

•

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

•

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

•

file proxy materials with the SEC.

•

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

•

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

ITEM 1A.

RISK FACTORS.

•	Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

•	If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

•	Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic and the status of debt and equity markets.

•	Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities.

•	If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.

•	If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

•	We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

•	We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, public shareholders may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

•	We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.

•	We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

•	Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results and thus may have an adverse effect on the market price of our securities.

•	Public shareholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

•	Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

•	Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.

•	The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares.

•	We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.

•	We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

•	We may redeem any unexpired warrants prior to their exercise at a time that is disadvantageous to holders, thereby making such warrants worthless.

•	Because we are incorporated under the laws of the Cayman Islands, our public shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited.

•	We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

•	The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

•	Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

•

After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.

•	We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

•	We are an exempted company with no operating history and no revenues, and there is no basis on which to evaluate our ability to achieve our business objective.

•	Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

•	We may become a passive foreign investment company, or “PFIC,” which could result in U.S. federal income tax consequences to U.S. investors.

•

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

•

restrictions on the nature of our investments; and

•

restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

•

registration as an investment company with the SEC;

•

adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

•

may significantly dilute the equity interest of public shareholders, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

•

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

•

could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

•

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

•

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and

•

may not result in adjustment to the exercise price of our warrants.

•

solely dependent upon the performance of a single business, property or asset; or

•

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

•

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

•

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

•

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

•

our inability to pay dividends on our Class A ordinary shares;

•

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

•

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

•

we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;

•

we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

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costs and difficulties inherent in managing cross-border business operations;

•

rules and regulations regarding currency redemption;

•

complex corporate withholding taxes on individuals;

•

laws governing the manner in which future business combinations may be effected;

•

exchange listing and/or delisting requirements;

•

tariffs and trade barriers;

•

regulations related to customs and import/export matters;

•

local or regional economic policies and market conditions;

•

unexpected changes in regulatory requirements;

•

longer payment cycles;

•

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

•

currency fluctuations and exchange controls;

•

rates of inflation;

•

challenges in collecting accounts receivable;

•

cultural and language differences;

•

employment regulations;

•

underdeveloped or unpredictable legal or regulatory systems;

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corruption;

•

protection of intellectual property;

•

social unrest, crime, strikes, riots and civil disturbances;

•

regime changes and political upheaval;

•

terrorist attacks, natural disasters and wars, including the conflict in Ukraine and the surrounding region; and

•

deterioration of political relations with the United States.

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

ITEM 2.

PROPERTIES.

ITEM 3.

LEGAL PROCEEDINGS.

ITEM 4.

MINE SAFETY DISCLOSURES.

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

ITEM 6.

[RESERVED].

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

	Page
Financial Statements:
Report of Independent Registered Public Accounting Firm	66
Balance Sheets as of December 31, 2021 and 2020	67
Statements of Operations for the year ended December 31, 2021 and for the period from November 6, 2020 (inception) through December 31, 2020	68
Statements of Changes in Shareholders’ Equity (Deficit) for the year ended December 31, 2021 and for the period from November 6, 2020 (inception) through December 31, 2020	69
Statements of Cash Flows for the year ended December 31, 2021 and for the period from November 6, 2020 (inception) through December 31, 2020	70
Notes to Financial Statements	71

		December 31,
		2021				2020
Assets
Current assets:
Cash		$	1,822,098			$	-
Prepaid expenses			357,569				-
Total current assets			2,179,667				-
Deferred offering costs			-				380,631
Cash held in Trust Account			207,000,000				-
Total Assets		$	209,179,667			$	380,631
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable		$	46,878			$	40,590
Accrued expenses			291,421				381,800
Due to related parties			2,051,799				-
Note payable - related party			-				50,900
Total current liabilities			2,390,098				473,290
Derivative warrant liabilities			10,058,900				-
Deferred underwriting commissions			7,245,000				-
Total liabilities			19,693,998				473,290
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 20,700,000 and -0- shares subject to possible redemption at redemption value of $10.00 per share as of December 31, 2021 and 2020, respectively			207,000,000				-
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2021 and 2020			-				-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares issued and outstanding			-				-
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 5,175,000 shares issued and outstanding as of December 31, 2021 and 2020			518				518
Additional paid-in capital			-				24,482
Accumulated deficit			(17,514,849	)			(117,659	)
Total shareholders’ deficit			(17,514,331	)			(92,659	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit		$	209,179,667			$	380,631

		For the Year Ended December 31, 2021				For The Period From November 6, 2020 (Inception) Through December 31, 2020
General and administrative expenses		$	1,139,733			$	117,659
General and administrative expenses - related party			180,000				-
Loss from operations			(1,319,733	)			(117,659	)
Other income (expenses):
Change in fair value of derivative warrant liabilities			5,913,600				-
Offering costs – derivative warrant liabilities			(599,920	)			-
Net income (loss)		$	3,993,947			$	(117,659	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			19,906,027				-
Basic and diluted net income per share, Class A ordinary shares		$	0.16			$	-
Weighted average shares outstanding of Class B ordinary shares, basic			5,149,110				3,750,000
Basic net income (loss) per share, Class B ordinary shares		$	0.16			$	(0.03	)
Weighted average shares outstanding of Class B ordinary shares, diluted			5,175,000				3,750,000
Diluted net income (loss) per share, Class B ordinary shares		$	0.16			$	(0.03	)

		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			-				-				-				-				-				3,993,947				3,993,947
Balance - December 31, 2021			-			$	-				5,175,000			$	518			$	-			$	(17,514,849	)		$	(17,514,331	)

		Ordinary Shares																Additional								Total
		Class A								Class B								Paid-in				Accumulated				Shareholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance - November 6, 2020 (inception)			-			$	-				-			$	-			$	-			$	-			$	-
Issuance of Class B ordinary shares to Sponsor			-				-				5,175,000				518				24,482				-				25,000
Net loss			-				-				-				-				-				(117,659	)			(117,659	)
Balance - December 31, 2020			-			$	-				5,175,000			$	518			$	24,482			$	(117,659	)		$	(92,659	)

		For the Year Ended December 31, 2021				For The Period From November 6, 2020 (Inception) Through December 31, 2020
Cash Flows from Operating Activities:
Net income (loss)		$	3,993,947			$	(117,659	)
Adjustments to reconcile net income (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			(5,913,600	)			-
Offering costs - derivative warrant liabilities			599,920				-
Changes in operating assets and liabilities:
Prepaid expenses			(357,569	)			25,000
Accounts payable			(22,657	)			11,535
Accrued expenses			63,207				81,124
Net cash used in operating activities			(1,625,964	)			-
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				-
Due to related party			2,051,799				-
Offering costs paid			(4,649,310	)			-
Net cash provided by financing activities			210,448,062				-
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		$	147,090			$	-
Offering costs included in accounts payable		$	58,000			$	-
Offering costs paid by Sponsor under promissory note		$	32,739			$	-
Deferred underwriting commissions		$	7,245,000			$	-
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares		$	-			$	25,000
Deferred offering costs included in accounts payable		$	-			$	29,055
Deferred offering costs included in accrued expenses		$	-			$	300,676
Deferred offering costs included in note payable		$	-			$	50,900

		As of January 15, 2021
		As Previously Reported				Adjustments				As Restated
Total assets		$	208,899,773			$	-			$	208,899,773
Total current liabilities		$	809,380			$	-			$	809,380
Deferred underwriting commissions			7,245,000								7,245,000
Derivative warrant liabilities			-				15,972,500				15,972,500
Total liabilities			8,054,380				15,972,500				24,026,880
Class A ordinary shares subject to redemption			195,845,390				11,154,610				207,000,000
Preference shares			-				-				-
Class A ordinary shares			112				(112	)			-
Class B ordinary shares			518				-				518
Additional paid-in capital			5,135,942				(5,135,942	)			-
Accumulated deficit			(136,569	)			(21,991,056	)			(22,127,625	)
Total shareholders’ equity (deficit)			5,000,003				(27,127,110	)			(22,127,107	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)		$	208,899,773			$	-			$	208,899,773

●

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 Year Ended December 31, 2021
		Class A				Class B
Basic net income per ordinary share:
Numerator:
Allocation of net income		$	3,173,146			$	820,801
Denominator:
Basic weighted average ordinary shares outstanding			19,906,027				5,149,110
Basic net income per ordinary share		$	0.16			$	0.16

		For the Year Ended December 31, 2021
		Class A				Class B
Diluted net income per ordinary share:
Numerator:
Allocation of net income		$	3,169,871			$	824,076
Denominator:
Diluted weighted average ordinary shares outstanding			19,906,027				5,175,000
Diluted net income per ordinary share		$	0.16			$	0.16

		For The Period From November 6, 2020 (Inception) Through December 31, 2020
		Class A				Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss		$	-			$	(117,659	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding			-				3,750,000
Basic and diluted net loss per ordinary share		$	-			$	(0.03	)

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

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		$	6,313,500			$	-			$	-
Derivative warrant liabilities - Private placement warrants			-				3,745,400				-
		$	6,313,500			$	3,745,400			$	-

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	)
Transfer of Private Placement Warrants to  Level 2 measurement			(4,789,200	)
Change in fair value of derivative warrant liabilities			(1,350,800	)
Derivative warrant liabilities at December 31, 2021		$	-

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.

CONTROLS AND PROCEDURES.

ITEM 9B.

OTHER INFORMATION

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Name	Age	Title
Mark Lavelle	56	Chief Executive Officer and Chairman
Gary Marino	65	President, Director
Michael Cyrus	66	Chief Financial Officer, Director
Pamela Zuercher Attinger	50	Director
Mark Lenhard	44	Director
David Motley	63	Director
Jeremy Jonker	44	Director

•

meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

•

monitoring the independence of the independent registered public accounting firm;

•

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

•

inquiring and discussing with management our compliance with applicable laws and regulations;

•

pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

•

appointing or replacing the independent registered public accounting firm;

•

determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

•

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

•

monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our Initial Public Offering; and

•

reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

•

should have demonstrated notable or significant achievements in business, education or public service;

•

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

•

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Executive Officer’s compensation, evaluating our President’s, Chief Financial Officer’s and Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Executive Officer based on such evaluation;

•

reviewing and approving the compensation of all of our other Section 16 executive officers;

•

reviewing our executive compensation policies and plans;

•

implementing and administering our incentive compensation equity-based remuneration plans;

•

assisting management in complying with our proxy statement and annual report disclosure requirements;

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

•

producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

•

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•

directors should not improperly fetter the exercise of future discretion;

•

duty to exercise powers fairly as between different sections of shareholders;

•

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

•

duty to exercise independent judgment.

Individual		Entity		Entity’s Business		Affiliation
Mark Lavelle		X Delivery SLM Corporation		Shipping Carrier Financial Services		Chief Executive Officer Director
		Armada Supply Chain Solutions LLC		Logistics Services		Director
Gary Marino		—		—		—
Michael Cyrus		Digital Finance LLC		Financial Services		Senior Advisor
		TransMed7, LLC		Medical Technology		Director
		7 Continents Global Expeditionary Operations LLC		Technology		Partner and Senior Advisor
		Eagle Resources Group, LLC		Energy and Natural Resources		Advisory Board Member
Pamela Attinger		Russell Reynolds  Associates Inc.		Leadership Advisory		Managing Director
Mark Lenhard		Bill.com		Software		Chief Operating Officer
		ModoPayments, LLC		FinTech		Director
David Motley		MCAPS, LLC		Professional Services		Co-Founder and Chief Executive Officer
		BTN Ventures		Investment		General Partner
		BlueTree Venture Funds		Investment		General Partner
		DDRC327, LLC		Real Estate		General Partner
		F.N.B. Corporation		Banking		Director
		Koppers Holdings Inc.		Materials		Director
		Armada Supply Chain Solutions LLC		Logistics Services		Director
		ALung Technologies, Inc.		Medical Technology		Director
Jeremy Jonker		Infinity Ventures		Investment		Co-Founder and Managing Partner
		Upside Financing		Financial Services		Director

•

Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

•

Our sponsor subscribed for founder shares and purchased private placement warrants in connection with our Initial Public Offering.

•

Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

•

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

ITEM 11.

EXECUTIVE COMPENSATION.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

•

each person known by us to beneficially own more than 5% of our issued and outstanding ordinary shares;

•

each of our named executive officers and directors; and

•

all our directors and executive officers as a group.

Name and Address of Beneficial Owners(1)		Shares Beneficially Owned				Percent of Shares Beneficially Owned
Deep Lake Capital Sponsor LP (our sponsor)			5,055,000	(2)(3)			19.6	%
Gary Marino			5,055,000	(2)(3)			19.6	%
Mark Lavelle			5,055,000	(2)(3)			19.6	%
Michael Cyrus			5,055,000	(2)(3)			19.6	%
Adage Capital Partners, L.P.			1,944,469	(4)			9.4	%
Periscope Capital Inc.			1,069,307	(5)			5.2	%
Pamela Zuercher Attinger			40,000	(6)			*
Mark Lenhard			40,000	(7)			*
David Motley			60,000	(8)			*
Jeremy Jonker			30,000	(2)			*
All executive officers and directors as a group (7 individuals)			5,225,000	(9)			20.2	%

(1)	Unless otherwise noted, the business address of each of our shareholders is 930 Tahoe Blvd, Suite 802, PMB 381, Incline Village, NV 89451.

(2)	Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section of this Annual Report on Form 10-K entitled “Description of Securities.”

(3)

The shares reported above are held in the name of our sponsor, Deep Lake Capital Sponsor LP. Deep Lake Capital GP LLC is the general partner of Deep Lake Capital Sponsor LP. Each of Incline Investments LLC, Pelican Investments LLC and CY5 Investments LLC own a one-third interest in Deep Lake Capital GP LLC and has sole voting and dispositive power over the founder shares held by Deep Lake Capital Sponsor LP. Mr. Lavelle is the sole manager of Incline Investments LLC, Mr. Marino is the sole manager of Pelican Investments LLC and Mr. Cyrus is the sole manager of CY5 Investments LLC. Therefore, each of Messrs. Lavelle, Marino and Cyrus, Incline Investments LLC, Pelican Investments LLC, CY5 Investments LLC and Deep Lake Capital GP LLC may be deemed to beneficially own the 5,055,000 founder shares held by our sponsor.

(4)

Based solely on the Amendment No. 1 to the Schedule 13G jointly filed on February 10, 2022 by Adage Capital Partners, L.P. a Delaware limited partnership (“ACP”), Adage Capital Partners GP, L.L.C., a Delaware limited liability company (“ACPGP”), as general partner of ACP with respect to the Class A ordinary shares directly owned by ACP, Adage Capital Advisors, L.L.C., a Delaware limited liability company (“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the Class A ordinary shares directly owned by ACP, Robert Atchinson (“Mr. Atchinson”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A ordinary shares directly owned by ACP; and Phillip Gross (“Mr. Gross”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP. The address of the business office of each of the reporting persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

(5)

Based solely on the Schedule 13G filed on February 14, 2022 by Periscope Capital Inc., a company incorporated under the laws of Canada, which serves as investment manager of, and exercises investment discretion with respect to, certain private investment funds. The business address of Periscope Capital Inc. is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.

(6)	Consists of 10,000 Class A ordinary shares as part of units purchased directly from the underwriters in connection with our Initial Public Offering and 30,000 Class B ordinary shares.

(7)	Consists of 10,000 Class A ordinary shares as part of units purchased directly from the underwriters in connection with our Initial Public Offering and 30,000 Class B ordinary shares.

(8)	Consists of 30,000 Class A ordinary shares as part of units purchased directly from the underwriters in connection with our Initial Public Offering and 30,000 Class B ordinary shares.

(9)	Consists of 50,000 Class A ordinary shares as part of units purchased directly from the underwriters in connection with our Initial Public Offering and 5,175,000 Class B ordinary shares.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

1.	Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

2.

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

3.	Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

4.	All Other Fees. All other fees consist of fees billed for all other services.

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT INDEX
Exhibit	Description
3.1	Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
4.1	Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 31, 2021).
4.2	Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 31, 2021).
4.3	Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 31, 2021).
4.4	Warrant Agreement, dated January 12, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
4.5*	Description of Securities.
10.1	Letter Agreement, dated January 12, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.2	Letter Agreement, dated January 12, 2021, between the Company and Mark Lavelle (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.3	Letter Agreement, dated January 12, 2021, between the Company and Gary Marino (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.4	Letter Agreement, dated January 12, 2021, between the Company and Michael Cyrus (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.5	Letter Agreement, dated January 12, 2021, between the Company and Pamela Attinger (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.6	Letter Agreement, dated January 12, 2021, between the Company and Mark Lenhard (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.7	Letter Agreement, dated January 12, 2021, between the Company and David Motley (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.8*	Letter Agreement, dated March 30, 2021, between the Company and Jeremy Jonker.

10.9	Investment Management Trust Agreement, dated January 12, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.10	Registration and Shareholder Rights Agreement, dated January 12, 2021, among the Company, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.11	Securities Subscription Agreement, dated November 17, 2020, between the Company and the Sponsor (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on December 23, 2020).
10.12	Private Placement Warrants Purchase Agreement, dated January 12, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.13	Administrative Support Agreement, dated January 12, 2021, between the Company and an affiliate of the Sponsor (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.14	Indemnity Agreement, dated January 12, 2021, between the Company and Mark Lavelle (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.15	Indemnity Agreement, dated January 12, 2021, between the Company and Gary Marino (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.16	Indemnity Agreement, dated January 12, 2021, between the Company and Michael Cyrus (incorporated by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.17	Indemnity Agreement, dated January 12, 2021, between the Company and Pamela Attinger (incorporated by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.18	Indemnity Agreement, dated January 12, 2021, between the Company and Mark Lenhard (incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.19	Indemnity Agreement, dated January 12, 2021, between the Company and David Motley (incorporated by reference to Exhibit 10.17 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
10.20*	Indemnity Agreement, dated March 30, 2021, between the Company and Jeremy Jonker.
10.21	Promissory Note, dated March 29, 2022, issued by the Company to the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2022).
24.1*	Power of Attorney (included on signature page).
31.1**	Certification of 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.

31.2**	Certification of Principal Financial 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.
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**	Furnished herewith.

ITEM 16.

FORM 10-K SUMMARY.

	DEEP LAKE CAPITAL ACQUISITION CORP.
Date: March 31, 2022	By:	/s/ Michael Cyrus
		Name: Michael Cyrus
		Title: Chief Financial Officer

Signature	Title	Date
/s/ Mark Lavelle	Chief Executive Officer and Director	March 31, 2022
Mark Lavelle	(Principal Executive Officer)
/s/ Michael Cyrus	Chief Financial Officer	March 31, 2022
Michael Cyrus	(Principal Financial and Accounting Officer)
/s/ Gary Marino	President	March 31, 2022
Gary Marino
/s/ Pamela Zuercher Attinger	Director	March 31, 2022
Pamela Zuercher Attinger
/s/ Mark Lenhard	Director	March 31, 2022
Mark Lenhard
/s/ David Motley	Director	March 31, 2022
David Motley
/s/ Jeremy Jonker	Director	March 31, 2022
Jeremy Jonker