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): ~~December~~March 1219, ~~2024~~2025

DP Cap Acquisition Corp I

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41041

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

418 Broadway, #6895
Albany, NY		12207
(Address of principal executive offices)		(Zip Code)

(929) 392-3578

(Registrant’s telephone number, including area code)

341 Newbury Street, 6th Floor, Boston, MA 02115

(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:

☐	Written 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	TradingSymbol(s)	Name of each exchange onwhich registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant	DPCSU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	DPCS	The ~~Nasdaq~~NasdaqStock ~~Stock~~ Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	DPCSW	The Nasdaq Stock Market LLC

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 4.01. Changes in Registrant’s Certifying Accountant.

~~(b)Effective~~On ~~December~~March 1219, ~~2024~~2025, DP Cap Acquisition Corp. I (the “Company”) ~~engaged~~dismissed Hudgens CPA, PLLC (“Hudgens”) ~~to serve~~ as the Company’s independent registered public accounting firm. The decision to dismiss Hudgens was approved by the Board of Directors of the Company. The Company has not yet engaged a new independent registered public accounting firm to replace Hudgens.

~~During~~Hudgens was engaged as the Company’s ~~fiscal~~independent ~~years~~public ~~ended~~accounting ~~December~~firm ~~31,~~on ~~2023 and~~ December ~~31, 2022 and the subsequent interim period through December~~ 12, 2024, ~~neither~~and ~~the~~did ~~Company~~not ~~nor~~issue ~~anyone~~any onreports its behalf has consulted with Hudgens regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s ~~financial~~consolidated statements, and neither a written report nor oral advice was provided to the Company that Hudgens concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-Kstatements.

2From December 12, 2024 through March 19, 2024, (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K, between the Company and Hudgens on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Hudgens’s satisfaction, would have caused Hudgens to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period, and (ii) there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K other than the material weaknesses in the Company’s internal controls identified by management related to the controls around the interpretation and accounting for certain complex financial instruments, recording and disclosure of accrued and contingent liabilities and their related expenses and the communication by executive management of all material agreements.

~~SIGNATURE~~The Company provided Hudgens with a copy of the above disclosures and requested that Hudgens furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Hudgens’s letter dated March 20, 2025 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	DP CAP ACQUISITION CORP I
Dated: December 12, 2024	By:	/s/ Xixuan Hei
	Name:	Xixuan Hei
	Title:	Chairman and Chief Executive Officer

(d) Exhibits – The following exhibits are filed as part of this report:

3Exhibit No. Description of Exhibit

16.1		Letter from Hudgens CPA, PLLC addressed to the Securities and Exchange Commission dated March 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	DP CAP ACQUISITION CORP I

Dated: March 25, 2025	By:	/s/ Xixuan Hei
	Name:	Xixuan Hei
	Title:	Chairman and Chief Executive Officer

Filing Compare · DP Cap Acquisition Corp I