SC 13G

NAMES OF REPORTING PERSONS

Harraden Circle Investments, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

0001193125-24-046895.txt : 20240227 0001193125-24-046895.hdr.sgml : 20240227 20240227060949 ACCESSION NUMBER: 0001193125-24-046895 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240227 DATE AS OF CHANGE: 20240227 GROUP MEMBERS: FREDERICK V. FORTMILLER, JR. GROUP MEMBERS: HARRADEN CIRCLE INVESTORS GP, LLC GROUP MEMBERS: HARRADEN CIRCLE INVESTORS GP, LP GROUP MEMBERS: HARRADEN CIRCLE INVESTORS, LP GROUP MEMBERS: HARRADEN CIRCLE SPECIAL OPPORTUNITIES, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DT Cloud Acquisition Corp CENTRAL INDEX KEY: 0001944212 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94461 FILM NUMBER: 24681826 BUSINESS ADDRESS: STREET 1: 30 ORANGE STREET CITY: LONDON STATE: X0 ZIP: WC2H 7HF BUSINESS PHONE: 44 7918725316 MAIL ADDRESS: STREET 1: 30 ORANGE STREET CITY: LONDON STATE: X0 ZIP: WC2H 7HF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harraden Circle Investments, LLC CENTRAL INDEX KEY: 0001910592 ORGANIZATION NAME: IRS NUMBER: 813057945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 299 PARK AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212 832 4111 MAIL ADDRESS: STREET 1: 299 PARK AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 SC 13G 1 d766601dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

DT Cloud Acquisition Corp

G28524109

(CUSIP Number)

February 21, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 11 Pages

Exhibit Index: 10 Page


CUSIP No. G28524109		Page 2 of 11 Pages


CUSIP No. G28524109		Page 3 of 11 Pages


CUSIP No. G28524109		Page 4 of 11 Pages


CUSIP No. G28524109		Page 5 of 11 Pages


CUSIP No. G28524109		Page 6 of 11 Pages


CUSIP No. G28524109		Page 7 of 11 Pages


CUSIP No. G28524109		Page 8 of 11 Pages

Item 1(a).

Name of Issuer

DT Cloud Acquisition Corp (the “issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices

30 Orange Street, London, United Kingdom, WC2H 7HF

Item 2(a).

Names of Persons Filing

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

Harraden Circle Investors, LP (“Harraden Fund”),

ii)

Harraden Circle Special Opportunities, LP (“Harraden Special Op Fund”)

iii)

Harraden Circle Investors GP, LP (“Harraden GP”);

iv)

Harraden Circle Investors GP, LLC (“Harraden LLC”);

Harraden Circle Investments, LLC (“Harraden Adviser”); and

vi)

Frederick V. Fortmiller, Jr. (“Mr. Fortmiller”);

This Statement relates to Shares (as defined herein) directly beneficially owned by Harraden Fund and Harraden Special Op Fund, Harraden GP is the general partner to Harraden Fund and Harraden Special Op Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund and Harraden Special Op Fund.

Item 2(b).

Address of Principal Business Office or, if None, Residence

The address of the principal business office of each Reporting Person is 299 Park Avenue, 21st Floor, New York, NY 10171.

Item 2(c).

Citizenship

Each of Harraden Fund, Harraden Special Op Fund and Harraden GP is a Delaware limited partnership. Each of Harraden LLC and Harraden Adviser is a Delaware limited liability company. Mr. Fortmiller is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities

Class A Common Stock, par value $0.0001 per share (“Shares”)

Item 2(e).

CUSIP No. G28524109

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable.


CUSIP No. G28524109		Page 9 of 11 Pages

Item 4.

Ownership

Item 4(a)

Amount Beneficially Owned

As of February 21, 2024, each of the Reporting Persons may be deemed the beneficial owner of 853,300 Shares underlying Units held directly by Harraden Fund, Harraden Special Op Fund and Harraden Adviser.

Item 4(b)

Percent of Class Fund and Harraden Adviser.

As of February 21, 2024, each of the Reporting Persons may be deemed the beneficial owner of approximately 9.52% of Shares outstanding. This percentage is based on a total of 8,963,000 Shares outstanding, based on information in the Form 424B4 filed by the Company on February 21,2024.

Item 4(c)

Number of shares as to which such person has:


(i) Sole power to vote or direct the vote:			0
(ii) Shared power to vote or direct the vote:			853,300
(iii) Sole power to dispose or direct the disposition of:			0
(iv) Shared power to dispose or direct the disposition of:			853,300

Item 5.

Ownership of Five Percent or Less of a Class

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

This Item 6 is not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group

This Item 9 is not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


CUSIP No. G28524109		Page 10 of 11 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 27, 2024


HARRADEN CIRCLE INVESTORS, LP
HARRADEN CIRCLE SPECIAL OPPORTUNITIES, LP

By:		HARRADEN CIRCLE INVESTORS GP, LP, its general partner

By:		HARRADEN CIRCLE INVESTORS GP, LLC, its general partner

By:		/s/ Frederick V. Fortmiller, Jr.
Title:		Managing Member

HARRADEN CIRCLE INVESTORS GP, LP

By:		HARRADEN CIRCLE INVESTORS GP, LLC, its general partner

By:		/s/ Frederick V. Fortmiller, Jr.
Title:		Managing Member

HARRADEN CIRCLE INVESTORS GP, LLC

By:		/s/ Frederick V. Fortmiller, Jr.
		Managing Member

HARRADEN CIRCLE INVESTMENTS, LLC

By:		/s/ Frederick V. Fortmiller, Jr.
		Managing Member

FREDERICK V. FORTMILLER, JR.

/s/ Frederick V. Fortmiller, Jr.


CUSIP No. G28524109		Page 11 of 11 Pages

Exhibit INDEX


Joint Filing Agreement			11

EX-99.1 2 d766601dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of DT Cloud Acquisition Corp dated as of February 27, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 27, 2024


HARRADEN CIRCLE INVESTORS, LP
HARRADEN CIRCLE SPECIAL OPPORTUNITIES, LP

By:		HARRADEN CIRCLE INVESTORS GP, LP, its general partner

By:		HARRADEN CIRCLE INVESTORS GP, LLC, its general partner

By:		/s/ Frederick V. Fortmiller, Jr.
Title:		Managing Member

HARRADEN CIRCLE INVESTORS GP, LP

By:		HARRADEN CIRCLE INVESTORS GP, LLC, its general partner

By:		/s/ Frederick V. Fortmiller, Jr.
Title:		Managing Member

HARRADEN CIRCLE INVESTORS GP, LLC

By:		/s/ Frederick V. Fortmiller, Jr.
		Managing Member

HARRADEN CIRCLE INVESTMENTS, LLC

By:		/s/ Frederick V. Fortmiller, Jr.
		Managing Member

FREDERICK V. FORTMILLER, JR.

/s/ Frederick V. Fortmiller, Jr.