SecProbe.io

CORRESP
1
filename1.htm

              1271 Avenue of the Americas

              New York, New York  10020-1401

              Tel: +1.212.906.1200  Fax: +1.212.751.4864

              www.lw.com

              FIRM / AFFILIATE OFFICES

              Austin

              Milan

              Beijing

              Munich

              Boston

              New York

              Brussels

              Orange County

              Century City

              Paris

              Chicago

              Riyadh

            April 19, 2023

              Dubai

              San Diego

              Düsseldorf

              San Francisco

              Frankfurt

              Seoul

              Hamburg

              Shanghai

              Hong Kong

              Silicon Valley

              Houston

              Singapore

              London

              Tel Aviv

              Los Angeles

              Tokyo

              Madrid

              Washington, D.C.

    VIA EDGAR

    United States Securities and Exchange Commission

      Division of Corporation Finance

    Office of Real Estate and Construction

    100 F Street, N.E.

    Washington, D.C. 20549-6010

              Attention:

              Pearlyne Paulemon

    David Link

          Re:

            DP Cap Acquisition Corp I

              Preliminary Proxy Statement on Schedule 14A

    Filed April 14, 2023

    File No. 001-41041

    Ladies and Gentlemen:

    On behalf of our client, DP Cap Acquisition Corp I (the “Company”), we are submitting this letter in response to the comment received from
      the staff (the “Staff”) of the Securities and Exchange Commission by letter, dated April 19, 2023, regarding the Company’s Preliminary Proxy Statement on Schedule 14A, as filed with the SEC
      on April 14, 2023. For ease of review, we have set forth the Staff’s comment in bold type, followed by the Company’s response thereto.

    April 19, 2023

      Page 2

    General

              1.

              With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
                addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company
                should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which
                you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial
                business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants
                which would expire worthless.

    Response:  The Company respectfully acknowledges the Staff's comment and confirms that the Sponsor is not controlled by nor does it have
      substantial ties with any non-U.S. person.

    * * *

    Please do not hesitate to contact me by telephone at +1.212.906.1297 with any questions or comments regarding this correspondence.

            Very truly yours,

            /s/ Erika Weinberg

            Erika Weinberg

            of LATHAM & WATKINS LLP

    cc:          Scott Savitz, Chairman and Chief Executive Officer, DP Cap Acquisition Corp I

    Daniel Lynch, Chief Financial Officer, DP Cap Acquisition Corp I