UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ 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 was $0 as of December 31, 2024, down from $217,614 in 2023[326] - The company has a promissory note with a principal amount of $0 as of December 31, 2024, down from $217,614 in 2023[333] - The company has a temporary advance of $129,759 from the sponsor as of December 31, 2024, compared to $490,000 in 2023[334] 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 its initial business combination by April 23, 2025, with the possibility of extending it up to 27 months[317] - The company may extend the deadline for completing a business combination up to 27 months from the IPO closing date, with the latest deadline set for April 23, 2025[327] - If the company fails to complete a business combination by the deadline, it will trigger an automatic winding up and liquidation process[328] - The company is required to secure at least $10,000,000 from third-party investors as part of the business combination agreement[324] - The first monthly extension fee of $207,000 was deposited into the Trust Account to extend the deadline for the business combination[317] Revenue and Income - 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, offset by operating costs of $734,291[337] - 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] - A total of $69,345,000 from the IPO and private placement was deposited in the trust account, intended for the initial business combination[330] - 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] Operating Activities - The company incurred cash used in operating activities of $686,691 for the year ended December 31, 2024[331] - The company may incur significant costs in pursuing its initial business combination, and there is no assurance of success in raising capital[314] Share Redemption - A total of 1,868,367 ordinary shares were redeemed for cash at approximately $10.61 per share, totaling around $19,821,345[318]

Core Viewpoint - DT Cloud Acquisition Corporation has cancelled its extraordinary general meeting (EGM) scheduled for February 21, 2025, and has withdrawn the proposals previously set forth for shareholder consideration [1]. 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 [2]. - The company intends to focus its search for initial business combination targets in industries that complement its management team's background, led by CEO Shaoke Li and CFO Guojian Chen [2]. Proxy Statement and SEC Filings - On January 27, 2025, the company filed a definitive proxy statement with the SEC regarding the solicitation of proxies for the EGM, with additional amendments filed on February 4, 14, and 19, 2025 [4]. - Investors and security holders can obtain free copies of the definitive proxy statement and other related documents through the SEC's website [4]. Participants in the Solicitation - The company and its directors, executive officers, and other management members may be deemed participants in the solicitation of proxies from shareholders in connection with the EGM [5]. - Detailed information regarding the names, affiliations, and interests of the company's directors and officers can be found in the proxy statement [5]. Communication and Offer Disclaimer - The press release does not constitute a solicitation of a proxy, consent, or authorization regarding any securities or EGM proposals [6]. - It also does not constitute an offer to sell or solicit an offer to buy any securities, nor will there be any sale of securities in jurisdictions where such actions would be unlawful prior to registration or qualification under applicable securities laws [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 are intended for completing its initial business combination[107]. - The underwriters are entitled to a cash underwriting discount of 2.5% of the gross proceeds from 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 funds deposited into the trust account[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]. Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $760,262, compared to a net loss of $5,000 for the same period in 2023[114]. - For the nine months ended September 30, 2024, the company achieved a net income of $1,633,003, significantly up from $5,257 in the same period of 2023[115]. - 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 will not generate operating revenues until the completion of its initial business combination, relying on non-operating income from interest earned on the trust account[113]. Risks and Challenges - The company is subject to risks from geopolitical instability and economic uncertainties affecting capital markets[104]. - The company may face challenges in finding a suitable business combination target due to negative impacts from global economic conditions[105]. Other Financial Obligations - 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]. - The company has agreed to pay its sponsor $10,000 per month for administrative support services until the consummation of the initial business combination[117]. Trading Information - The company’s units began trading on Nasdaq under the ticker symbol "DYCQU" on February 21, 2024[93]. - The anticipated per-share amount for redemption is initially $10.05, subject to potential increases[94].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Units DYCQU The Nasdaq Stock Market LLC Ordinary Shares DYCQ The Nasdaq Stock Market LLC Rights DYCQR The Nasdaq Stock Market LLC Emerging growth company ☒ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ...

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[81]. - A total of $69,345,000 from the IPO and private placement was deposited in a trust account for public stockholders[85]. - The underwriters will receive a cash underwriting discount of 2.5% of the gross proceeds from the IPO, amounting to $1,725,000[92]. - The company intends to use funds from the trust account primarily to complete its initial business combination and for working capital of the target business[85]. 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 of $339,837[86]. - The company has not generated any operating revenues as it is still in the process of seeking a prospective initial business combination[89]. Administrative Agreements - The company has 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, which may be convertible into private units upon business combination[88].

Financial Position - As of December 31, 2023, the company had cash and cash in escrow of $494,818 and a working capital deficit of $228,597[390]. - The principal amount due under the unsecured promissory note from the sponsor was $217,614 as of December 31, 2023[401]. - As of December 31, 2023, the company reported 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 for the year ended December 31, 2023, was $4,818, primarily due to adjustments from 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]. Initial Public Offering (IPO) - 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]. - Following the IPO, a total of $69,345,000 was deposited in the trust account to fund the initial business combination[398]. - The company issued 103,500 ordinary shares at a par value of $0.0001 each to Brookline Capital Markets as part of representative compensation during the initial public offering, totaling $1,725,000 in underwriting discount[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 Reporting Exemptions - 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 certain requirements for five years post-initial public offering, including auditor's attestation on internal controls and detailed executive compensation disclosures[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].