Deep Lake Capital Acquisition SC 13G / Deep Lake Capital Sponsor ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

Deep Lake Capital Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Titles of Class of Securities)

G27029100

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

☐	Rule 13d-l(b)

☐	Rule 13d-l(c)

☒	Rule 13d-l(d)

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS
	Deep Lake Capital Sponsor LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			5,055,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,055,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,055,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	Deep Lake Capital GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			5,055,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,055,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,055,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Incline Investments LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			5,055,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,055,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,055,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	CY5 Investments LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			5,055,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,055,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,055,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Pelican Investments LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			5,055,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,055,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,055,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Mark L. Lavelle

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			5,055,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,055,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,055,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	Michael J. Cyrus

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			5,055,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,055,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,055,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	Gary J. Marino

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			5,055,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,055,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,055,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Item 1(a).

Name of Issuer:

Deep Lake Capital Acquisition Corp. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

930 Tahoe Blvd, Suite 802, PMB 381

Incline Village, NV 89451

Item 2(a).

Name of Person Filing:

This statement is filed on behalf of each of the following person (collectively, the “Reporting Persons”)

Deep Lake Capital Sponsor LP

Deep Lake Capital GP LLC

Incline Investments LLC

CY5 Investments LLC

Pelican Investments LLC

Mark L. Lavelle

Michael J. Cyrus

Gary J. Marino

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of the Reporting Persons is as follows:

930 Tahoe Blvd, Suite 802, PMB 381

Incline Village, NV 89451

Item 2(c).

Citizenship:

See responses to Item 4 on the cover page.

Item 2(d).

Titles of Classes of Securities:

Class A Ordinary Shares, par value $0.0001 per share.

Item 2(e).

CUSIP Number:

G27029100

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	☐	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)	☐	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)	☐	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)	☐	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)	☐	Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)	☐	Group in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________

Item 4.

Ownership

Deep Lake Capital Sponsor LP (“Sponsor”) directly owns 5,055,000 shares of Class B ordinary shares, par value $0.0001 per share, (“Class B Ordinary Shares”), of the Issuer, which are convertible into shares of the Issuer’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”). Deep Lake Capital GP LLC (“Deep Lake GP”) is the general partner of the Sponsor. Each of Incline Investments LLC, CY5 Investments LLC and Pelican Investments LLC own a one-third interest in Deep Lake GP and has sole voting and dispositive power over the Class B Ordinary Shares held by the Sponsor. Mark L. Lavelle is the sole manager of Incline Investments LLC, Michael J. Cyrus is the sole manager of CY5 Investments LLC and Gary J. Marino is the sole manager of Pelican Investments LLC. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer but do not affirm the existence of any such group.

The holdings reported herein exclude 6,140,000 shares of Class A Ordinary Shares issuable upon the exercise of 6,140,000 private placement warrants held directly by the Sponsor. Each warrant is exercisable to purchase one share of the Class A Ordinary Shares at $11.50 per share, subject to adjustment, 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

Percentage ownership is based on 20,700,000 Class A Ordinary Shares outstanding as of February 2, 2022, as reported by the Issuer in its quarterly report on Form 10-Q/A for the period ended September 30, 2021, and 5,055,000 shares of Class B Ordinary Shares held by the Reporting Persons, and assumes conversion of the Class B Ordinary Shares held by the Reporting Persons into Class A Ordinary Shares.

(a)

Amount beneficially owned:

See responses to Item 9 on the cover page.

(b)

Percent of class:

See responses to Item 11 on the cover page.

(c)

Number of shares as to which such person has

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on the cover page.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on the cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on the cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on the cover page.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022
	Deep Lake Capital Sponsor LP
	By:	Deep Lake Capital GP LLC, its general partner
	By:	Incline Investments LLC, its member

	By:	/s/ Mark L. Lavelle
	Name:	Mark L. Lavelle
	Title:	Managing Member

	Deep Lake Capital GP LLC
	By:	Incline Investments LLC, its member

	By:	/s/ Mark L. Lavelle
	Name:	Mark L. Lavelle
	Title:	Managing Member

	Incline Investments LLC

	By:	/s/ Mark L. Lavelle
	Name:	Mark L. Lavelle
	Title:	Managing Member

	CY5 Investments LLC

	By:	/s/ Michael J. Cyrus
	Name:	Michael J. Cyrus
	Title:	Managing Member

	Pelican Investments LLC

	By:	/s/ Gary J. Marino
	Name:	Gary J. Marino
	Title:	Managing Member

	Mark L. Lavelle

	By:	/s/ Mark L. Lavelle
	Name:	Mark L. Lavelle

	Michael J. Cyrus

	By:	/s/ Michael J. Cyrus
	Name:	Michael J. Cyrus

	Gary J. Marino

	By:	/s/ Gary J. Marino
	Name:	Gary J. Marino

Exhibit Index

Exhibit No.		Description
Exhibit 1		Joint Filing Agreement, dated as of February 11, 2022, by and among Deep Lake Capital Sponsor LP, Deep Lake Capital GP LLC, Incline Investments LLC, CY5 Investments LLC, Pelican Investments LLC, Mark L. Lavelle, Michael J. Cyrus and Gary J. Marino.

Deep Lake Capital Acquisition (DLCA) SC 13GDeep Lake Capital Acquisition / Deep Lake Capital Sponsor ownership change