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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
September
30, 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
1.01 Entry into a Material Definitive Agreement.
Subscription
Agreement
As
previously announced, on October 22, 2024, DT Cloud Acquisition Corporation, an exempted company limited by shares incorporated under
the laws of the Cayman Islands (“SPAC”), Maius Pharmaceutical Co., Ltd., an exempted company limited by shares incorporated
under the laws of the Cayman Islands (“Maius” or the “Company”), Maius Pharmaceutical Group Co., Ltd., an exempted
company limited by shares incorporated under the laws of the Cayman Islands (“Pubco”) incorporated for the purpose of serving
as the public listed company whose shares shall be traded on The Nasdaq Stock Market LLC (“Nasdaq”), Chelsea Merger Sub 1
Limited, a Cayman Islands exempted company (“Merger Sub 1”), Chelsea Merger Sub 2 Limited, a Cayman Islands exempted company
(“Merger Sub 2”), and XXW Investment Limited, a limited liability company incorporated under the laws of British Virgin Islands
as the Company shareholders’ representative (the “Shareholders’ Representative”), entered into a business combination
agreement (the “Business Combination Agreement”). Subject to, and in accordance with the terms and conditions of the Business
Combination Agreement, (i) on the date on which the closing actually occurs (the “Closing Date”), Merger Sub 1 shall be merged
with and into SPAC (the “SPAC Merger”), with the SPAC continuing as the surviving company of the merger as a wholly-owned
subsidiary of the Pubco and the separate existence of the Merger Sub 1 shall cease, and (ii) on the Closing Date and immediately following
the SPAC Merger, Merger Sub 2 shall be merged with and into Maius (the “Acquisition Merger”, together with the SPAC Merger,
the “Mergers”), with Maius continuing as the surviving company of the Acquisition Merger as a wholly-owned subsidiary of
the Pubco and the separate existence of the Merger Sub 2 shall cease. The Mergers and each of the other transactions contemplated by
the Business Combination Agreement and other ancillary documents as contemplated in the Business Combination Agreement are collectively
referred to as the “Transactions.”
On
September 29, 2025, SPAC entered into certain Subscription Agreement (the “Subscription Agreement”) with Maius, Pubco and
certain investor (the “Investor”), pursuant to which, among other things, the Investor agreed to subscribe for and purchase,
and Pubco agreed to issue and sell to the Investor, 15,000 ordinary shares of Pubco, par value $0.0001 per share, at a purchase price
equal to $10.00 per share in a private placement (the “Private Placement”) in connection with a financing effort related
to the transactions contemplated by the Business Combination Agreement. The closing of the Private Placement is conditioned upon, among
other things, the completed or concurrent consummation of the Transactions set forth in the Business Combination Agreement.
The
foregoing descriptions of the Subscription Agreement and the transactions contemplated thereby are only summaries and do not purport
to be complete, and are qualified in their entirety by reference to the full text of the Subscription Agreement, a copy of the form of
which is attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated herein by reference.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
September 25, 2025, DT Cloud Acquisition Corporation received a deficiency letter (“Notice”) from the Listing Qualifications
Department of Nasdaq notifying DT Cloud Acquisition Corporation that for the last 30 consecutive business days, the minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”),
of DT Cloud Acquisition Corporation has been below the minimum $15 million requirement for continued listing on the Nasdaq Global Market
under Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Requirement”); and
The
Notice dated September 25, 2025, notified DT Cloud Acquisition Corporation of the MVPHS Requirement deficiency. The Notice has no immediate
effect on the listing of DT Cloud Acquisition Corporation’s common stock.
In
accordance with Nasdaq Listing Rules 5810(c)(3)(D), DT Cloud Acquisition Corporation has 180 calendar days, or until March 24, 2026,
to regain compliance with the MVPHS Requirement by closing DT Cloud Acquisition Corporation’s MVPHS at $15 million or more for
a minimum of ten consecutive business days.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Subscription Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained
in this Current Report, including statements as to future results of operations and financial position, planned products and services,
business strategy and plans, objectives of management for future operations of the Company, market size and growth opportunities, competitive
position and technological and market trends, estimated implied pro forma enterprise value of the combined company following the Mergers
(the “Combined Company”), the cash position of the Combined Company following the closing of the Transactions, SPAC and the
Company’s ability to consummate the Transactions, and expectations related to the terms and timing of the Transactions, as applicable,
are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including
“anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,”
“potential,” “seek,” “future,” “propose,” “continue,” “intend,”
“estimates,” “targets,” “projects,” “should,” “could,” “would,”
“may,” “will,” “forecast” or the negatives of these terms or variations of them or similar terminology
although not all forward-looking statements contain such terminology. All forward-looking statements are based upon current estimates
and forecasts and reflect the views, assumptions, expectations, and opinions of SPAC and the Company as of the date of this current report,
and are therefore subject to a number of factors, risks and uncertainties, some of which are not currently known to SPAC or the Company
and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. You should carefully
consider the risks and uncertainties described in the “Risk Factors” section in the latest annual report on Form 10-K of
SPAC, and the “Risk Factors” section of the registration statement, initially filed with the SEC on February 28, 2025, and
any amendments thereto (“Registration Statement”) relating to the Transactions, and other documents filed from time to time
with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. There may be additional risks that neither SPAC nor the Company
presently know or that SPAC or the Company currently believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In light of these factors, risks and uncertainties, the forward-looking events and circumstances
discussed in this Current Report may not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth
in this Current Report should be regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not
be placed upon the forward-looking statements. SPAC and the Company assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Additional
Information and Where to Find It
In
connection with the Transactions, SPAC and the Company have filed the Registration Statement, which includes a proxy statement to be
distributed to SPAC’s shareholders in connection with its solicitation for proxies for the vote by SPAC’s shareholders in
connection with the Transactions. You are urged to read the proxy statement/prospectus and any other relevant documents filed with the
SEC because, among other things, they contain updates to the financial, industry and other information herein as well as important information
about SPAC, the Company and the Transactions. Shareholders of SPAC are be able to obtain a free copy of the proxy statement, as well
as other filings containing information about SPAC, the Company and the Transactions, without charge, at the SEC’s website located
at www.sec.gov. This Current Report does not contain all the information that should be considered concerning the proposed business combination
and is not intended to form the basis of any investment decision or any other decision in respect of the business combination.
INVESTMENT
IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants
in Solicitation
SPAC,
the Company and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies from SPAC’s shareholders in connection with the Proposed Transaction. You can
find information about SPAC’s directors and executive officers and their interest in SPAC can be found in its latest Annual Report
on Form 10-K. A list of the names of the directors, executive officers, other members of management and employees of SPAC and the Company,
as well as information regarding their interests in the Transactions, are contained in the Registration Statement. Additional information
regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when
they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
No
Offer or Solicitation
This
Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Transactions, and does not constitute an offer to sell or the solicitation of an offer to buy any securities of SPAC, the Company
or the Combined Company, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
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:
September 30, 2025
| DT CLOUD ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/ Guojian
Chen |
|
| Name: |
Guojian Chen |
|
| Title: |
Chief Executive Officer and Chief Financial Officer |
|
