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Dt Cloud Acquisition Corporation(DYCQU) - 2024 Q3 - Quarterly Report

IPO and Fundraising - The company completed its initial public offering on February 23, 2024, selling 6,900,000 units at 10.00perunit,generatinggrossproceedsof10.00 per unit, generating gross proceeds of 69,000,000[92]. - A private placement with DT Cloud Capital Corp. raised an additional 2,345,000fromthesaleof234,500unitsat2,345,000 from the sale of 234,500 units at 10.00 per unit[92]. - As of February 23, 2024, a total of 69,345,000fromtheIPOandprivateplacementwasdepositedinatrustaccountforpublicshareholders[92].Thecompanyhasatotalof69,345,000 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].BusinessCombinationThecompanyhasa12monthperiodfromtheIPOclosingtocompleteitsinitialbusinesscombination,extendableto24monthswithadditionalfundsdepositedintothetrustaccount[95].AdefinitivebusinesscombinationagreementwasenteredintowithMaiusPharmaceuticalCo.,Ltd.onOctober22,2024[97].ThecompanyenteredintoaBusinessCombinationAgreementonOctober22,2024,whichwillresultinbecomingawhollyownedsubsidiaryofPubco[119].FinancialPerformanceForthethreemonthsendedSeptember30,2024,thecompanyreportedanetincomeof1,725,000[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 5,000forthesameperiodin2023[114].FortheninemonthsendedSeptember30,2024,thecompanyachievedanetincomeof5,000 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 5,257inthesameperiodof2023[115].AsofSeptember30,2024,thecompanyhadcashatbankof5,257 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].Thecompanywillnotgenerateoperatingrevenuesuntilthecompletionofitsinitialbusinesscombination,relyingonnonoperatingincomefrominterestearnedonthetrustaccount[113].RisksandChallengesThecompanyissubjecttorisksfromgeopoliticalinstabilityandeconomicuncertaintiesaffectingcapitalmarkets[104].Thecompanymayfacechallengesinfindingasuitablebusinesscombinationtargetduetonegativeimpactsfromglobaleconomicconditions[105].OtherFinancialObligationsThecompanyissuedanunsecuredpromissorynoteallowingborrowingupto671,186[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 0asofSeptember30,2024[110].Thecompanyhasatemporaryadvanceof0 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 490,000attheendof2023[111].Thecompanyhasagreedtopayitssponsor490,000 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].