M&A - DT Cloud Acquisition Corp
Form Type: 10-K/A
Filing Date: 2025-06-16
Corporate Action: Merger
Type: Update
Accession Number: 000164117225015169
Filing Summary: This document is an amendment to the annual report for DT Cloud Acquisition Corporation for the fiscal year ending December 31, 2024. It notes that the purpose of the amendment is to update certain information regarding directors, executive officers, and corporate governance as well as to update exhibits and financial statement schedules. The company emphasizes that the amendment does not reflect any events that occurred after the annual report's original filing date. The company's business model as a blank check company focused on completing business combinations is reiterated, along with the risks associated with its potential merger with Maius Pharmaceutical Co., Ltd. The document discusses the planned business combination agreement signed on October 22, 2024, which involves multiple entities including Maius and the proposed listing on Nasdaq. Key concern areas for shareholders include the ability to successfully consummate the business combination and potential conflicts of interest. Financial performance data, target values, and actions regarding shareholder redemption and additional financing are addressed, underscoring the uncertainty inherent in the business model and market conditions.
Additional details:
Item Title: last_fiscal_year_end
Item Value: 2024-12-31
Item Title: business_combination_date
Item Value: 2024-10-22
Item Title: public_listing_date
Item Value: 2024-02-21
Item Title: market_value_as_of
Item Value: 2024-06-28
Item Title: aggregate_market_value
Item Value: 71435700
Item Title: number_of_shares_outstanding
Item Value: 7094633
Item Title: initial_public_offering_price
Item Value: 10.00
Form Type: 10-K
Filing Date: 2025-03-27
Corporate Action: Merger
Type: New
Accession Number: 000164117225000875
Filing Summary: DT Cloud Acquisition Corporation, established as a blank check company in July 2022, is in the process of a significant business combination with Maius Pharmaceutical Co., Ltd. The agreement, formed on October 22, 2024, involves a two-step merger where Merger Sub 1 will merge with DT Cloud Acquisition Corp, with the latter becoming a wholly-owned subsidiary of Maius Pharmaceutical Group Co., Ltd., which will be publicly listed on Nasdaq. The merger aims to leverage the capabilities and resources of both companies to attract high-return investments and capitalize on core business advantages. The completion of this business combination is subject to negotiation and execution of definitive agreements, and fulfillment of various conditions including shareholder approval. Key financial details indicate the establishment of a trust account containing gross proceeds of approximately $69,345,000 from the company’s initial public offering and private placement, underscoring the financial backing of the proposed transaction. The company faces various risks, including operational challenges due to its current lack of history and the need to find suitable business targets, highlighting the precarious nature of its investment potential. Additionally, shareholder rights and obligations are clearly stated, with potential risks delineated for public investors regarding the business combination and the securities involved.
Additional details:
Fiscal Year Ended: 2024-12-31
Units Sold: 6,900,000
Gross Proceeds: 69,000,000
Private Units Sold: 234,500
Private Placement Proceeds: 2,345,000
Market Value As Of: 2024-06-28
Market Value: 71,435,700
Ordinary Shares Outstanding As Of: 2025-03-21
Shares Count: 7,094,633
Form Type: 425
Filing Date: 2025-01-23
Corporate Action: Merger
Type: New
Accession Number: 000149315225003398
Filing Summary: DT Cloud Acquisition Corporation (DT Cloud), along with Maius Pharmaceutical Co., Ltd. and Maius Pharmaceutical Group Co., Ltd., has entered into a Business Combination Agreement to merge. The agreement includes a SPAC merger where Merger Sub 1 will merge with DT Cloud, continuing as a wholly-owned subsidiary of the new public company (Pubco). Subsequently, Merger Sub 2 will merge with Maius, with Maius surviving as a wholly-owned subsidiary of Pubco. Additionally, DT Cloud has entered into a Subscription Agreement with an investor to purchase 30,000 ordinary shares of Pubco at $10.00 each in a private placement related to the merger process. This transaction is set to facilitate the closing of the business combination and follows the forward-looking statements about potential future operations and financial expectations of the new combined entity. The document also notes that the Registration Statement will be filed with the SEC to provide detailed information to shareholders regarding the transaction.
Additional details:
Subscription Agreement Details: Investor agreed to subscribe for and purchase 30,000 ordinary shares of Pubco, par value $0.0001 per share, at $10.00 per share.
Business Combination Agreement: SPAC Merger and Acquisition Merger involve DT Cloud and Maius becoming part of a new entity, Pubco.
Closing Conditions: Closing of the Private Placement is conditioned upon the consummation of the Transactions.
Form Type: 8-K
Filing Date: 2025-01-23
Corporate Action: Merger
Type: New
Accession Number: 000149315225003396
Filing Summary: DT Cloud Acquisition Corporation filed a Current Report on Form 8-K concerning its business combination agreement with Maius Pharmaceutical Co., Ltd. and related entities. This agreement, originally announced on October 22, 2024, involves a two-step merger process: first, Chelsea Merger Sub 1 Limited will merge with DT Cloud Acquisition Corporation, with the result that DT Cloud will become a wholly-owned subsidiary of Maius Pharmaceutical Group Co., Ltd. (Pubco). Following this, Chelsea Merger Sub 2 Limited will merge with Maius, making it a subsidiary of Pubco. Additionally, DT Cloud has entered into a Subscription Agreement on January 20, 2025, for a private placement of 30,000 ordinary shares of Pubco at $10.00 per share as part of the financing for these transactions. This report includes forward-looking statements and outlines the potential risks and uncertainties associated with the business combination, emphasizing that shareholders should await a proxy statement with detailed information before making any investment decisions.
Additional details:
Item 1: Date of Agreement
Value: 2024-10-22
Item 2: Private Placement Shares
Value: 30,000
Item 3: Price per Share
Value: $10.00
Item 4: Closing Date of Transactions
Value: TBD
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