UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

DT CLOUD ACQUISITION CORPORATION

(Exact name of registrant guarantor as specified in its charter)

Cayman Islands

001-41967

N/A

(State or other jurisdiction of
incorporation or organization)

(Commission

\File Number)

(I.R.S. Employer
Identification Number)

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)

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, each consisting of one ordinary share, $0.0001 par value, and one right to receive one-seventh (1/7) of one ordinary share	DYCQU	The Nasdaq Stock Market LLC
Ordinary shares included as part of the units	DYCQ	The Nasdaq Stock Market LLC
Rights included as part of the units	DYCQR	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the ordinary shares on such date, as reported on The Nasdaq Stock Market LLC (“Nasdaq”), was approximately $71,435,700.00 (based on the closing sales price of the ordinary shares on June 28, 2024 of $10.20).

As of March 21, 2025, there were 7,094,633 ordinary shares, par value $0.0001 per share.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I		5
Item 1.	Business	5
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	63
Item 1C.	Cybersecurity	63
Item 2.	Properties	63
Item 3.	Legal Proceedings	63
Item 4.	Mine Safety Disclosures	63
PART II		64
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	64
Item 6.	[Reserved]	66
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	66
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	72
Item 8.	Financial Statements and Supplementary Data	72
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	73
Item 9A.	Controls and Procedures	73
Item 9B.	Other Information	74
Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	74
PART III		74
Item 10.	Directors, Executive Officers and Corporate Governance	74
Item 11.	Executive Compensation	82
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	83
Item 13.	Certain Relationships and Related Transactions, and Director Independence	84
Item 14.	Principal Accountant Fees and Services	87
PART IV		88
Item 15.	Exhibits, Financial Statement Schedules	88
Item 16.	Form 10-K Summary	89
SIGNATURES		90
INDEX TO FINANCIAL STATEMENTS		F-1

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), references to:

●

“we,” “us,” “our company” or “registrant” are to DT Cloud Acquisition Corporation;

●

“amended and restated memorandum and articles of association” are to our currently effective amended and restated memorandum and articles of association adopted by special resolution dated February 19, 2024 and amended by special resolution dated March 20, 2025;

●

“Companies Act” are to the Companies Act (Revised) of the Cayman Islands, as may be amended from time to time;

●

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

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“initial public offering” are to our initial public offering consummated on February 23, 2024;

●

“initial shareholders” are to all of our shareholders prior to our initial public offering, including all of our officers and directors to the extent they hold such shares;

●

“insider shares” are to the 1,725,000 ordinary shares held by our initial shareholders prior to our initial public offering;

●

“Investment Company Act” are to Investment Company Act of 1940, as amended;

●

“management” or our “management team” are to our executive officers and directors;

●

“PRC” or “China” are to the People’s Republic of China, and only in the context of describing the industry matters and the PRC laws, rules, regulations, regulatory authorities, and any PRC entities or citizens under such rules, laws and regulations and other legal or tax matters in this prospectus, excludes Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative Region;

●

“private units” are to the units issued in a private placement simultaneously with the closing of our initial public offering;

●

“public shares” are to ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

●

“public shareholders” are to the holders of the public shares, whether they are purchased in the public offering or in the aftermarket, including any of our initial shareholders to the extent that they purchase such public shares (except that our initial shareholders will not have conversion or tender rights with respect to any public shares they own);

●

“public units” are to the units issued in our initial public offering to public shareholders;

●

“representative shares” are to the 103,500 ordinary shares issued to Brookline (and/or its designees) as a part of its representative compensation simultaneously with the closing of our initial public offering;

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“rights” or “public rights” are to the rights which are being sold as part of the units in our initial public offering;

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“SEC” are to the U.S. Securities and Exchange Commission;

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SEC Form 10-K filed by DT Cloud Acquisition Corporation