United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 1.01. Entry into a Material Definitive Agreement.
On February 14, 2024, the registration statement (File No. 333-267184) (the “Registration Statement”) relating to the initial public offering (“IPO”) of DT Cloud Acquisition Corporation (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated February 20, 2024, by and between the Company Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”), as representative of the underwriters named therein; | |
| ● | A Rights Agreement, dated February 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company; | |
| ● | Letter Agreement, dated February 20, 2024, by and between the Company and each of the officers and directors of the Company; | |
| ● | Letter Agreement, dated February 20, 2024, by and between the Company and DT Cloud Capital Corp. (the “Sponsor”); | |
| ● | An Investment Management Trust Agreement, dated February 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company; | |
| ● | A Stock Escrow Agreement, dated February 20, 2024, by and among the Company, Continental Stock Transfer & Trust Company and each of the initial shareholders of the Company; | |
| ● | A Registration Rights Agreement, dated February 20, 2024, by and among the Company and the initial shareholders of the Company; | |
| ● | A Subscription Agreement, dated February 20, 2024, by and between the Company and the Sponsor; | |
| ● | An Administrative Service Agreement, dated February 20, 2024, by and between the Company and the Sponsor; and | |
| ● | Indemnification Agreements, dated February 20, 2024, by and between the Company and each of the officers and directors of the Company. |
On February 23, 2024, the Company consummated the IPO of 6,000,000 units (the “Units”). Each Unit consists of one ordinary share (“Ordinary Share”) and one right (“Right”). Each seven Rights entitle the holder thereof to receive one Ordinary Share at the closing of a business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any.
On February 21, 2024 the underwriters exercised the option in full, and the closing of the issuance and sale of the additional Units occurred simultaneously with the closing of the IPO on February 23, 2024. The total aggregate issuance by the Company of 900,000 Units at a price of $10.00 per Unit resulted in gross proceeds of $9,000,000.
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO on February 23, 2024, the Company consummated the private placement (“Private Placement”) with DT Cloud Capital Corp., its Sponsor, of 234,500 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total gross proceeds of $2,345,000.
The Private Units are identical to the Units sold in the IPO. The Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. The Sponsor was also granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. No underwriting discounts or commissions were paid with respect to the Private Placement.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On February 20, 2024, in connection with the IPO, the Company amended and restated its memorandum and articles of association. On the same date, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association with the Registrar of Companies in the Cayman Islands. A copy of the Company’s Amended and Restated Memorandum and Articles of Association is attached as Exhibits 3.1 hereto and is incorporated by reference herein.
Item 8.01 Other Events
As of February 23, 2024, a total of $69,345,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public stockholders at Morgan Stanley, with Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of February 23, 2024 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.
On February 20, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 23, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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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 23, 2024
DT CLOUD ACQUISITION CORPORATION
| By: | /s/ Shaoke Li | |
| Name: | Shaoke Li | |
| Title: | Chief Executive Officer |
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