IPO and Fundraising - The company completed its initial public offering on February 23, 2024, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[127]. - A private placement with DT Cloud Capital Corp. generated an additional $2,345,000 from the sale of 234,500 units at the same price[127]. - As of February 23, 2024, a total of $69,345,000 from the IPO and private placement was deposited in a trust account for public shareholders[127]. - The company raised a total of $69,345,000 from its initial public offering and private placement, which is intended for completing its initial business combination and financing operations of target businesses[142]. - The underwriters will receive a cash underwriting discount of 2.5% of the gross proceeds from the initial public offering, amounting to $1,725,000[150]. Business Combination - The company has a 21-month period from the IPO closing to complete its initial business combination, extendable under certain conditions[130]. - A definitive business combination agreement was entered into on October 22, 2024, with Maius Pharmaceutical Co., Ltd.[132]. - The company plans to extend the combination period by depositing additional funds into the trust account, with a total of $679,091 deposited from February to July 2025[130]. - The company entered into a Business Combination Agreement on October 22, 2024, which is subject to shareholder approvals and regulatory clearances[153]. Financial Performance - For the nine months ended September 30, 2025, cash used in operating activities was $647,743, with net income reported at $444,595, and dividend income from the trust account amounting to $1,333,491[143]. - As of September 30, 2025, the company had cash in bank of $0, indicating a reliance on trust account funds for operations[144]. - The company has not generated any operating revenues since inception and will only do so after completing its initial business combination[148]. Liabilities and Obligations - The company issued unsecured promissory notes totaling $715,325 from the sponsor, with no interest and maturing upon the closing of a business combination[145]. - The company has contractual obligations to pay $10,000 per month for administrative services, with unpaid service fees of $190,000 as of September 30, 2025[151]. - As of September 30, 2025, there were no outstanding balances under the Working Capital Loan, which may be convertible into private units upon business combination[147]. Risks and Compliance - The company is subject to risks from geopolitical instability and economic uncertainties, which may impact its business combination search[139]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[157]. Trading Information - The company’s units began trading on Nasdaq under the ticker symbol "DYCQU" on February 21, 2024[128]. - The anticipated per-share amount for public shareholders redeeming shares is initially $10.05, subject to potential increases[129].
Dt Cloud Acquisition Corporation(DYCQ) - 2025 Q3 - Quarterly Report