M&A - DT Cloud Acquisition Corp

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.

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.

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.