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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
November
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
00-0000000 |
(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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on August 25, 2025, the Nasdaq Listing Qualifications Department (“Nasdaq”) notified DT Cloud Acquisition
Corporation (the “Company”) that the Company did not comply with the publicly held shares requirement (“Notification”)
for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(B) (the “Public Shares Requirement”).
Nasdaq provided the Company 45 calendar days from the date of the Notification to submit a plan to regain compliance with the Public
Shares Requirement. The Company submitted its proposed plan to regain compliance on October 9, 2025.
On
November 12, 2025, Nasdaq notified the Company that it has determined to deny the Company’s request for continued listing on the
Nasdaq Global Market (“Determination”). As a result, unless the Company requests an appeal of the Determination, trading
of the Company’s common stock will be suspended at the opening of business on November 21, 2025, and a Form 25-NSE will be filed
with the Securities and Exchange Commission, which will remove the Company’s common stock from listing and registration on Nasdaq.
According
to the Notification, the Determination is due to the Company’s non-compliance with several requirements for continued listing on
the Nasdaq Global Market by significant margins.
The
Company may submit a hearing request to the Nasdaq Hearings Panel (the “Panel”), which request is expected to stay any delisting
action by Nasdaq at least until the hearing process concludes and any extension granted by the Panel expires.
Notwithstanding
the foregoing, there can be no assurance that the Panel will grant the Company’s request or an additional extension period, or
that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Global Market.
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:
November 18, 2025
| DT
CLOUD ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/
Guojian Chen |
|
| Name: |
Guojian
Chen |
|
| Title: |
Chief
Executive Officer and Chief Financial Officer |
|
