Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Commission File Number 001-41967 DT Cloud Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands n/a (St ...

Financial Position - As of December 31, 2024, the company had cash and cash in escrow of $152,021 and a working capital deficit of $128,968[325] - As of December 31, 2024, the company had cash at bank of $152,021 and no cash in escrow[332] - The principal amount due under a promissory note from the sponsor was $0 as of December 31, 2024[326] - The company has a promissory note with a principal amount of $300,000, which is non-interest-bearing and payable upon the consummation of the initial business combination[333] Business Combination - The company entered into a business combination agreement with Maius Pharmaceutical Co., Ltd. on October 22, 2024[320] - The company has a deadline to complete the initial business combination by April 23, 2025, with the possibility of extending it up to 27 months[317] - The company has extended the deadline for completing the initial business combination to April 23, 2025, with the possibility of further extensions[327] - The company is required to secure at least $10,000,000 in private equity investments from third-party investors as part of the business combination[324] - The first monthly extension fee of $207,000 was deposited into the Trust Account to extend the deadline for the business combination[317] - The company may face significant dilution of equity interests if additional shares are issued in connection with the business combination[313] - The underwriters are entitled to a cash underwriting discount of 2.5% of the gross proceeds of the IPO, amounting to $1,725,000, upon the closing of the initial business combination[339] Financial Performance - The company reported a net income of $2,265,806 for the year ended December 31, 2024[325] - For the year ended December 31, 2024, the company reported a net income of $2,265,806, primarily from dividend income of $3,000,071[337] - The company incurred cash used in operating activities of $686,691 for the year ended December 31, 2024[331] - The company has not generated any revenues to date and has focused on preparing for its initial public offering[312] Initial Public Offering - The company completed its initial public offering on February 23, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[329] - Following the IPO, a total of $69,345,000 was deposited in the trust account, intended for the initial business combination[330] Going Concern - The company may face substantial doubt about its ability to continue as a going concern if it fails to complete the initial business combination within the prescribed time[328] Accounting Estimates - The company has not identified any critical accounting estimates that could materially affect its financial statements[340]

Group 1 - Monteverde & Associates PC is investigating DT Cloud Acquisition Corporation in relation to its proposed merger with Maius Pharmaceutical Co., Ltd, where shares of DT Cloud will be converted into shares of the combined company [1] - Monteverde & Associates PC has a successful track record in recovering millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report [1] - The firm operates from the Empire State Building in New York City and emphasizes its national class action securities litigation capabilities [2][3] Group 2 - The firm encourages shareholders with concerns regarding the merger to seek additional information free of charge [3] - Contact information for Juan Monteverde, Esq. is provided for shareholders who wish to inquire further [3] - The firm highlights its experience in trial and appellate courts, including the U.S. Supreme Court, reinforcing its credibility in handling class action cases [2]

Company Overview - DT Cloud Acquisition Corporation is a publicly-traded special purpose acquisition company (SPAC) formed to effect mergers, share exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with one or more businesses [3] - The company is led by Chief Executive Officer Shaoke Li and Chief Financial Officer Guojian Chen [3] Recent Developments - The Extraordinary General Meeting (EGM) originally scheduled for February 18, 2025, has been postponed to February 21, 2025, and the redemption right deadline has been extended to 5:00 p.m. Eastern Time on February 19, 2025 [1] - A proxy supplement was filed on February 14, 2025, and amended on February 19, 2025, to increase the amended monthly extension fee to $0.022 for each outstanding Public Share [2] Proxy and Solicitation Information - The company filed a definitive proxy statement with the SEC on January 27, 2025, in connection with the solicitation of proxies for the EGM, with additional proxy supplements filed on February 4, 14, and 19, 2025 [5] - Investors and security holders are encouraged to read the definitive proxy statement and other documents filed with the SEC for important information [5][6]

IPO and Fundraising - The company completed its initial public offering on February 23, 2024, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[92] - A private placement with DT Cloud Capital Corp. raised an additional $2,345,000 from the sale of 234,500 units at $10.00 per unit[92] - As of February 23, 2024, a total of $69,345,000 from the IPO and private placement was deposited in a trust account for public shareholders[92] - The company has a total of $69,345,000 in net proceeds from its initial public offering and private placement, which will be used for its initial business combination[107] - The underwriters are entitled to a cash underwriting discount of 2.5% of the gross proceeds of the initial public offering, amounting to $1,725,000[116] Business Combination - The company has a 12-month period from the IPO closing to complete its initial business combination, extendable to 24 months with additional funding[95] - A definitive business combination agreement was entered into with Maius Pharmaceutical Co., Ltd. on October 22, 2024[97] - The company entered into a Business Combination Agreement on October 22, 2024, which will result in becoming a wholly owned subsidiary of Pubco[119] - The company has committed to providing public shareholders with redemption opportunities upon the completion of the business combination[94] - The company has the option to extend the business combination deadline by depositing additional funds into the trust account[95] Financial Performance - For the nine months ended September 30, 2024, the company reported a net income of $1,633,003, primarily from dividend income of $2,171,443[115] - For the three months ended September 30, 2024, the company achieved a net income of $760,262, compared to a net loss of $5,000 for the same period in 2023[114] - As of September 30, 2024, the company had cash at bank of $167,526 and cash used in operating activities was $671,186[109] - The company incurred formation and operating costs of $538,462 for the nine months ended September 30, 2024[115] - The company issued an unsecured promissory note allowing borrowing up to $300,000, with a principal amount due of $0 as of September 30, 2024[110] - The company has a temporary advance of $70,000 from the sponsor as of September 30, 2024, down from $490,000 at the end of 2023[111] Risks and Challenges - The company is subject to risks from geopolitical instability, including the Russia-Ukraine conflict and tensions in the Middle East, which may impact market conditions[104] - The company may face challenges in finding a suitable business combination target due to economic uncertainties and capital market disruptions[105] - If the company fails to complete a business combination by the deadline, it will redeem public shares at a price of approximately $10.05 per share[94] Accounting and Estimates - The company has not identified any critical accounting estimates that could materially affect its financial statements[120]

IPO and Financial Proceeds - The company completed its initial public offering on February 23, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[86]. - A total of $69,345,000 from the IPO and private placement was deposited in a trust account for the benefit of public stockholders[90]. - The underwriters received a cash underwriting discount of 2.5% of the gross proceeds from the IPO, amounting to $1,725,000[99]. Financial Performance - For the six months ended June 30, 2024, the company reported a net income of $872,741, primarily from dividend income of $1,253,578[96]. - The company incurred operating costs of $380,852 for the six months ended June 30, 2024, impacting net income[96]. - As of June 30, 2024, the company had cash at bank of $314,402 and a temporary advance of $40,000 from the sponsor[91][93]. - The company has not generated any operating revenues as it is still in the process of seeking a prospective initial business combination[95]. Business Strategy - The company is actively seeking potential target businesses for acquisition, with no limitations on industry or geographic location[88]. - The company entered into an administrative services agreement to pay the sponsor $10,000 per month for support services until the initial business combination is consummated[101]. Internal Controls and Legal Matters - As of June 30, 2024, the company reported material weaknesses in internal controls over financial reporting, affecting the effectiveness of disclosure controls[108]. - No legal proceedings reported[110].

IPO and Fundraising - The company completed its initial public offering on February 23, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[81]. - A total of $69,345,000 from the IPO and private placement was deposited in a trust account for the benefit of public stockholders[85]. - The underwriters will receive a cash underwriting discount of 2.5% of the gross proceeds from the IPO, totaling $1,725,000[92]. Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $43,875, primarily from dividend income of $346,250[90]. - Cash used in operating activities for the same period was $498,875, with accrued liabilities of $76,836[86]. - As of March 31, 2024, the company had cash at bank amounting to $339,837[86]. - The company has no operating revenues until the completion of its initial business combination[89]. Business Strategy - The company is actively seeking a target business for a potential merger or acquisition, with no specific industry or geographic limitations[83]. - The company entered into an administrative services agreement to pay the sponsor $10,000 per month for support services[93]. - As of March 31, 2024, there were no outstanding balances under the Working Capital Loan[88].

Financial Position - As of December 31, 2023, the company had cash and cash in escrow totaling $494,818 and a working capital deficit of $228,597[390]. - The principal amount due under the unsecured promissory note to the sponsor was $217,614 as of December 31, 2023[401]. - As of December 31, 2023, the company had no off-balance sheet arrangements or contractual obligations[410]. Financial Performance - The company reported a net loss of $87,271 for the year ended December 31, 2023, attributed to formation and operating costs[405]. - Cash provided by operating activities was $4,818 for the year ended December 31, 2023, primarily due to changes in operating assets and liabilities[399]. - The company has not generated any revenues to date and will not do so until the completion of an initial business combination[404]. Capital Raising Activities - The initial public offering on February 23, 2024, raised gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[397]. - A private placement generated an additional $2,345,000 from the sale of 234,500 units at $10.00 per unit, totaling net proceeds of $69,345,000 deposited in the trust account[398]. - The underwriters received a cash underwriting discount of 2.5% of the gross proceeds from the initial public offering, amounting to $1,725,000[407]. Business Combination Plans - The company has until November 22, 2025, to complete a business combination, with the possibility of extending this period up to 24 months[391]. - The company incurred significant costs in pursuit of acquisition plans and expects to continue doing so[395]. - The company may incur additional working capital loans from sponsors or affiliates to finance transaction costs related to the business combination[403]. Regulatory and Compliance Matters - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[411]. - The company is exempt from providing an auditor's attestation report on internal controls over financial reporting for five years post-initial public offering[412]. - The company has not identified any critical accounting estimates that could materially affect its financial statements[409]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[414].