Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 30, 2021

Deep Lake Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

(415) 307-2340

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.02.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a)On November 30, 2021, the management of Deep Lake Capital Acquisition Corp., a Cayman Islands exempted company (the "Company"), and the audit committee of the Company's board of directors (the "Audit Committee"), after discussions with WithumSmith+Brown, PC ("Withum"), the Company's independent registered public accounting firm, concluded that the Company's previously issued (i) audited balance sheet as of January 15, 2021 included in the Company's Current Report on Form 8-K filed with the SEC on January 22, 2021, (ii) unaudited interim financial statements as of and for the three months ended March 31, 2021 included in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 27, 2021, (iii) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 included in the Company's Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021 and (iv) unaudited interim financial statements as of and for the three and nine months ended September 30, 2021 included in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 16, 2021 (collectively, the "Affected Periods"), in each case, should no longer be relied upon due to a reclassification of the Company's temporary and permanent equity and resulting restatement of the initial carrying value of the Company's Class A ordinary shares subject to possible redemption (and related changes). The reclassification has resulted from a determination by the Company's management that the Class A ordinary shares issued in connection with its initial public offering ("Initial Public Offering") can be redeemed or become redeemable subject to the occurrence of future events considered to be outside of the Company's control. Therefore, the Class A ordinary shares subject to possible redemption should be valued at $10.00 per share and should not take into account the fact that a redemption of Class A ordinary shares cannot result in net tangible assets being less than $5,000,001.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the Initial Public Offering.

The Company will restate its financial statements for the Affected Periods in the Company's Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 to be filed with the Securities and Exchange Commission (the "Q3 Form 10-Q/A").

The Company's management has concluded that, in light of the classification error described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective. The Company's remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.

The Audit Committee and the Company's management have discussed the matters disclosed in this Current Report on Form 8-K with Withum, the Company's independent registered public accounting firm.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.