Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant

On March 29, 2022, Deep Lake Capital Acquisition Corp. (the "Company") issued an unsecured promissory note (the "Note") in the amount of up to $1,500,000 to Deep Lake Capital Sponsor LP (the "Sponsor"). The Note bears no interest and is repayable in full upon the earlier to occur of (i) the consummation of the Company's initial business combination and (ii) the winding up of the Company. The note also provides that all or any portion of the Note may be converted into a number of warrants, at a price of $1.00 per warrant, at the option of the Sponsor and at any time prior to payment in full of the outstanding principal amount of the Note. Such warrants would be identical to the private placement warrants issued to the Sponsor at the Company's initial public offering.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



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).



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