UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~March 3029, ~~2021~~2022

Deep Lake Capital Acquisition Corp.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Cayman Islands	001-39879	85-3928298
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
930 Tahoe Blvd, Suite 802, PMB 381 Incline Village, NV 89451
(Address of principal executive offices, including zip code)

930 Tahoe Blvd, Suite 802,

PMB 381

Incline Village, NV 89451

(Address of Principal Executive Offices, including zip code)

(415) 307-2340

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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 ~~provisions~~(see General Instruction A.2. below):

☐ Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share 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
Class A ordinary shares, 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

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 42.~~02.~~03 ~~Non-Reliance~~Creation onof ~~Previously~~a ~~Issued~~Direct Financial ~~Statements~~Obligation or aan ~~Related~~Obligation ~~Audit~~under ~~Report~~an orOff-Balance ~~Completed~~Sheet ~~Interim~~Arrangement ~~Review.~~of a Registrant

~~(a)~~ On ~~November~~March 3029, ~~2021~~2022, ~~the management of~~ Deep Lake Capital Acquisition Corp., ~~a Cayman Islands exempted company~~ (the “Company”), ~~and~~issued ~~the~~an ~~audit~~unsecured ~~committee~~promissory ofnote ~~the Company’s board of directors~~ (the “~~Audit Committee~~Note”), ~~after~~in ~~discussions with WithumSmith+Brown, PC (“Withum”),~~ the ~~Company’s~~amount ~~independent~~of ~~registered~~up ~~public~~to ~~accounting firm~~$1,500,000 ~~concluded~~to ~~that~~Deep ~~the~~Lake ~~Company’s~~Capital ~~previously~~Sponsor ~~issued~~LP (~~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~~“Sponsor”). ~~unaudited~~The ~~interim~~Note ~~financial~~bears ~~statements~~no asinterest of and ~~for~~is ~~the~~repayable ~~three months ended March 31, 2021 included~~ in ~~the~~full ~~Company’s~~upon ~~Quarterly Report on Form 10-Q filed with~~ the ~~SEC~~earlier onto ~~May~~occur ~~27, 2021,~~ of (~~iii~~i) ~~unaudited~~the ~~interim~~consummation ~~financial statements as~~ of ~~and~~ ~~for~~ the ~~three and six months ended June 30, 2021 included in the~~ Company’s ~~Quarterly~~initial ~~Report~~business oncombination ~~Form 10-Q filed with the SEC on August 16, 2021~~ and (ivii) ~~unaudited~~the ~~interim~~winding ~~financial~~up ~~statements as~~ of ~~and for~~ the ~~three and nine months ended September 30, 2021 included in the~~ Company’s. ~~Quarterly~~The ~~Report~~note onalso ~~Form~~provides ~~10-Q~~that ~~filed~~all ~~with~~or ~~the~~any ~~SEC~~portion onof ~~November 16, 2021 (collectively,~~ the ~~“Affected~~Note ~~Periods”),~~may ~~in each case, should no longer~~ be ~~relied~~converted ~~upon~~into ~~due to~~ a ~~reclassification~~number of ~~the~~warrants, ~~Company’s~~at ~~temporary~~a ~~and~~price ~~permanent~~of ~~equity~~$1.00 ~~and~~per ~~resulting~~warrant, ~~restatement of~~ at the ~~initial~~option ~~carrying value~~ of the ~~Company’s~~Sponsor ~~Class~~and Aat ~~ordinary~~any ~~shares~~time ~~subject~~prior to ~~possible~~payment ~~redemption~~in ~~(and~~full ~~related changes).~~of ~~The~~the ~~reclassification~~outstanding ~~has~~principal ~~resulted~~amount ~~from~~of ~~a determination by~~ the ~~Company’s~~Note. ~~management~~Such ~~that~~warrants ~~the~~would ~~Class A ordinary shares issued in connection with its initial public offering (“Initial Public Offering”) can~~ be ~~redeemed~~identical ~~or become redeemable subject~~ to the ~~occurrence~~private ofplacement ~~future~~warrants ~~events~~issued ~~considered~~ to bethe ~~outside~~Sponsor ofat the Company’s ~~control.~~initial ~~Therefore,~~public ~~the Class A ordinary shares subject to possible redemption should be valued at $10~~offering.~~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~~Note ~~does~~was ~~not~~issued ~~expect~~pursuant ~~any~~to of the ~~above~~exemption ~~changes~~from ~~will~~registration ~~have~~contained ~~any~~in ~~impact~~Section on4(a)(2) ~~its~~of ~~cash position and cash held in~~ the ~~trust~~Securities ~~account~~Act ~~established~~of in1933, ~~connection~~as ~~with the Initial Public Offering~~amended.

~~The~~A ~~Company~~copy ~~will~~of ~~restate~~the ~~its~~Note ~~financial~~is ~~statements~~attached ~~for~~as ~~the~~Exhibit ~~Affected~~10.1 ~~Periods~~to inthis ~~the~~Current ~~Company’s Quarterly~~ Report on Form 108-~~Q/A~~K ~~for~~and ~~the~~is ~~quarterly~~incorporated ~~period~~herein ~~ended~~by ~~September~~reference. The disclosure set forth in this Item 2.03 is ~~30,~~intended ~~2021~~ to be ~~filed~~a ~~with~~summary ~~the~~only ~~Securities~~ and ~~Exchange~~is ~~Commission~~qualified ~~(the~~in ~~“Q3~~its ~~Form~~entirety ~~10-Q/A”)~~by reference to the Note.

~~The~~Item ~~Company’s~~9.01 ~~management~~Financial ~~has~~Statements ~~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.Exhibits

~~The~~(d) 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 firmExhibits.

Exhibit Number		Exhibit

10.1		Promissory Note, dated March 29, 2022, issued by Deep Lake Capital Acquisition Corp to Deep Lake Capital Sponsor LP.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

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.

	DEEP LAKE CAPITAL ACQUISITION CORP.
Date: December 1, 2021
	By:	/s/ Michael Cyrus
		Name: Michael Cyrus
		Title: Chief Financial Officer

Dated: March 31, 2022

	DEEP LAKE CAPITAL ACQUISITION CORP.

	By:	/s/ Michael Cyrus
	Name:	Michael Cyrus
	Title:	Chief Financial Officer

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