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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
February
18, 2025
Date
of Report (Date of earliest event reported)
DT
Cloud Acquisition Corporation
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
001-41967 |
|
n/a |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
30
Orange Street
London,
United Kingdom |
|
WC2H
7HF |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +44
7918725316
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| 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 |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01 Other Events
Extension
request
On
February 18, 2025, DT Cloud Capital Corp. (the “Sponsor”), the sponsor of DT Cloud Acquisition Corporation (the “Company”),
requested the Company to extend the latest time for completion of initial business combination from February 23, 2025, up to twelve (12)
times, each by an additional one (1) month, subject to the sponsor depositing additional funds into the trust account as descried in
the final prospectus of the Company dated February 20, 2024 (the “Extension of Time Request”). The board of directors of
the Company subsequently approved, adopted and ratified the Extension of Time Request by unanimous approval.
The
Sponsor will cause the first monthly extension fee of US$0.03 per then outstanding public share (or, subject to the approval of the Amended
Extension Fee Reduction Proposal prior to the extension deadline, US$0.022 per then outstanding public share) to be deposited into the
Trust Account on or before February 23, 2025.
Press
release
On
February 19, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K,
announcing the postponement of its EGM from 10:00 a.m. Eastern Time on February 18, 2025 to 10:00 a.m. Eastern Time on February 21, 2025
and the redemption right deadline to 5:00 p.m. Eastern Time on February 19, 2025. The Company filed a proxy supplement on February 14,
2025, as amended on February 19, 2025, to increase the amended monthly extension fee, as proposed in the Proposal 1 to the EGM, to $0.022
for each outstanding Public Share.
Proxy
supplements
On
January 27, the Company filed the definitive proxy statement dated (together with the additional proxy statement supplements and annexes,
the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) related to the EGM to consider
and vote upon, among other things, the proposed reduction of monthly extension fee payable by the Company’s Sponsor and/or its
designee into the trust account to extend the date by which the Company must consummate its initial business combination to an amount
equal to the lesser of (i) $60,000 for all outstanding Public Shares and (ii) $0.0087 for each outstanding Public Share (the “Proposal
No. 1”), and related proposals and adjournment of meeting matter, and subsequently commenced mailing.
On
February 4, 2025, the board of directors of the Company (the “Board”) proposed to amend the monthly fee payable by the Sponsor
and/or its designee into the trust account to extend the date by which the Company must consummate its initial business combination as
proposed in the original Proposal 1 to the EGM from an amount equal to the lesser of (i) $60,000 for all outstanding Public Shares and
(ii) $0.0087 for each outstanding Public Share as proposed in the Original Filing to an amount equal to $70,000 for all outstanding Public
Shares (the “Amended Monthly Extension Fee”). In light of the Amended Monthly Extension Fee, the Company filed a supplement
to the Proxy Statement dated February 4, 2025 (the “Supplement No. 1”) with the SEC to, among others, amend Proposal No.
1 (the “Amended Proposal No. 1”) as described more fully therein and amend the related proxy card (the “Amended Proxy
Card”).
On
February 14, 2025, the Board decided to postpone the EGM to 10:00 a.m. Eastern Time on February 21, 2025 at the offices of Wilson Sonsini
Goodrich & Rosati at 1301 Avenue of the Americas, 40th Floor New York, NY 10019-6022 and the redemption right deadline to 5:00 p.m.,
Eastern Time, on February 19, 2025.
On
February 14, 2025, the Board further proposed to amend the monthly fee payable by the Sponsor and/or its designee into the trust account
to extend the date by which the Company must consummate its initial business combination as proposed in the original Proposal 1 to the
EGM from an amount equal to $70,000 for all outstanding Public Shares to an amount equal to $0.022 for each outstanding Public Share
(the “Second Amended Monthly Extension Fee”). The Second Amended Monthly Extension Fee, if and to the extent approved at
the EGM, will become operative for the Monthly Extension Fee beginning on March 23, 2025, and the 23rd of each succeeding month until
the earlier of the closing of an initial business combination or February 23, 2026. In light of the Second Amended Monthly Extension
Fee, the Company filed a second supplement to the Proxy Statement on February 14, 2025 (the “Supplement No. 2”) with the
SEC to, among others, further amend the Proposal No. 1 (the “Second Amended Proposal No. 1”) as described more fully therein
and amend the related proxy card (the “Second Amended Proxy Card”), and reflect the aforementioned amended time and redemption
right deadline for the EGM. THIS SUPPLEMENT NO.2 SHALL SUPERSEDE AND REPLACE IN ITS ENTIRETY THE SUPPLEMENT NO.1.
On
February 19, 2025, the Company filed a third supplement to the Proxy Statement (the “Supplement No. 3”) with the SEC to amend
the date when the Second Amended Monthly Extension Fee will become operative from March 23, 2025 to February 23, 2025.
Other
than as indicated herein, no other changes have been made to the original Proxy Statement or the proxy card as originally filed and mailed.
From and after the date of the Supplement No. 3, any references to the “Proxy Statement” are to the Proxy Statement as amended
and supplemented by the Supplement No. 2 and Supplement No. 3 and all the filed additional proxy statement supplements as indicated above.
The
Supplement No. 3 is not complete without, and may not be utilized except in connection with, the Proxy Statement, including any supplements
and amendments thereto. Shareholders of the Company should read carefully and in their entirety the Supplement No. 3 and the Proxy Statement
and all accompanying annexes and exhibits, in particular, the matters discussed under the heading “Risk Factors” on page
11 of the Proxy Statement.
If
you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. In addition,
stockholders who have already submitted a redemption request with respect to the shares held by them may withdraw such request by contacting
our Transfer Agent. If you would like to change or revoke your prior vote on any proposal, or reverse a redemption request, please refer
to the Proxy Statement for additional information on how to do so.
If
you have already submitted a proxy and do not wish to change your vote, you need not take any further action. If you have submitted a
proxy and wish to change your vote, you may revoke your proxy at any time before it is exercised at the Extraordinary General Meeting
as provided in the Proxy Statement. Please note, however, that if your shares are held in street name by a broker or other nominee and
you wish to revoke a proxy, you must contact the broker or nominee to revoke any prior voting instructions.
All
of the Company’s shareholders of record as of the close of business on January 15, 2025 are entitled to vote at the Meeting. We
have retained Advantage Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If shareholders have questions
about how to vote or direct a vote in respect of their shares, shareholders may contact Advantage Proxy at (877) 870-8565 (toll free)
or by email at ksmith@advantageproxy.com.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the shareholders of the Company in connection with the Meeting. Investors and shareholders may obtain
more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy
Statement, which may be obtained free of charge from the sources indicated above.
Additional
Information and Where to Find It
On
January 27, 2025, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”)
in connection with its solicitation of proxies for the EGM. The Company filed additional proxy supplements with the SEC on February 4,
14 and 19, 2025. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies
of the definitive proxy statement (including any amendments or supplements thereto) and other documents filed or that will be filed with
the SEC through the web site maintained by the SEC at www.sec.gov.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
February 19, 2025
DT
CLOUD ACQUISITION CORPORATION
| By: |
/s/
Shaoke Li |
|
| Name:
|
Shaoke
Li |
|
| Title:
|
Chief
Executive Officer |
|
Exhibit 99.1
DT
Cloud Acquisition Corporation Announces
Change
of Extraordinary General Meeting Date
New
York, New York, February 19, 2025 (GLOBE NEWSWIRE) – DT Cloud Acquisition Corporation (Nasdaq: DYCQU, DYCQ, DYCQR) (“DT Cloud”
or the “SPAC”), a publicly-traded special purpose acquisition company, today announced that its Extraordinary General Meeting
(“EGM”), previously scheduled at 10:00 a.m. Eastern Time on February 18, 2025, has been postponed to 10:00 a.m. Eastern Time
on February 21, 2025, and the redemption right deadline has been postponed to 5:00 p.m. Eastern Time on February 19, 2025.
The
Company filed a proxy supplement on February 14, 2025, as further amended on February 19, 2025, to increase the amended monthly
extension fee, as proposed in the Proposal 1 to the EGM, to $0.022 for each outstanding Public Share. The proxy materials can be accessed
on the SEC’s website at http://www.sec.gov.
About
DT Cloud Acquisition Corporation
DT
Cloud is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses. While DT Cloud may pursue an initial business combination target in
any business or industry, it intends to focus its search on industries that complement its management team’s background. DT Cloud
is led by Shaoke Li, its Chief Executive Officer, and Guojian Chen, its Chief Financial Officer.
Forward-looking
Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Forward
looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Additional
Information and Where to Find It
On
January 27, 2025, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”)
in connection with its solicitation of proxies for the EGM. The Company filed additional proxy supplements with the SEC on February
4, 14 and 19, 2025. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE
SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents
filed or that will be filed with the SEC through the web site maintained by the SEC at www.sec.gov.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the shareholders of the Company in connection with the Meeting. Investors and shareholders may obtain
more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy
Statement, which may be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the EGM proposals. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contact:
For
investors:
DT
Cloud Acquisition Corporation
Shaoke
Li
Chief
Executive Officer
30
Orange Street
London
United
Kingdom, WC2H 7HF
Email:
jack.li@dtcloudspac.com
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