SEC Form DEFA14A filed by DT Cloud Acquisition Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
DT Cloud Acquisition Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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
April 17, 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 8.01. Other Events.
On April 17, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the postponement of its EGM from 10:00 a.m. Eastern Time on April 18, 2025 to 10:00 a.m. Eastern Time on April 23, 2025 and the redemption right deadline to 5:00 p.m. Eastern Time on April 21, 2025.
On April 3, 2025, the Company filed a definitive proxy statement (together with the additional proxy statement supplements and annexes, the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the EGM. The Company filed additional proxy supplements with the SEC on April 3, 4 and 9, 2025.
Other than as indicated herein, no other changes have been made to the Proxy Statement or the proxy card as originally filed and mailed. Investors and shareholders are also able to obtain, for free, copies of documents filed with the SEC at the SEC’s website at http://www.sec.gov.
If you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. In addition, stockholders who have already submitted a redemption request with respect to the shares held by them may withdraw such request by contacting our Transfer Agent. If you would like to change or revoke your prior vote on any proposal, or reverse a redemption request, please refer to the Proxy Statement for additional information on how to do so.
If you have already submitted a proxy and do not wish to change your vote, you need not take any further action. If you have submitted a proxy and wish to change your vote, you may revoke your proxy at any time before it is exercised at the Extraordinary General Meeting as provided in the Proxy Statement. Please note, however, that if your shares are held in street name by a broker or other nominee and you wish to revoke a proxy, you must contact the broker or nominee to revoke any prior voting instructions.
All of the Company’s shareholders of record as of the close of business on March 31, 2025 are entitled to vote at the EGM. We have retained Advantage Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If shareholders have questions about how to vote or direct a vote in respect of their shares, shareholders may contact Advantage Proxy at (877) 870-8565 (toll free) or by email at [email protected].
Participants in the Solicitation
The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Meeting. Investors and shareholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy Statement, which may be obtained free of charge from the sources indicated above.
Additional Information and Where to Find It
On April 3, 2025, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the EGM. The Company filed additional proxy supplements with the SEC on April 3, 4 and 9, 2025. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents filed or that will be filed with the SEC through the web site maintained by the SEC at www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated April 17, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
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: April 17, 2025
| DT CLOUD ACQUISITION CORPORATION | ||
| By: | /s/ Shaoke Li | |
| Name: | Shaoke Li | |
| Title: | Chief Executive Officer | |
DT Cloud Acquisition Corporation Announces
Change of Extraordinary General Meeting Date
New York, New York, April 17, 2025 (GLOBE NEWSWIRE) – DT Cloud Acquisition Corporation (Nasdaq: DYCQU, DYCQ, DYCQR) (“DT Cloud” or the “SPAC”), a publicly-traded special purpose acquisition company, today announced that its Extraordinary General Meeting (“EGM”), previously scheduled at 10:00 a.m. Eastern Time on April 18, 2025, has been postponed to 10:00 a.m. Eastern Time on April 23, 2025, and the redemption right deadline has been postponed to 5:00 p.m. Eastern Time on April 21, 2025.
The record date for the EGM remains March 31, 2025. No changes have been made to the proposals to be voted on by shareholders at the EGM. Shareholders of the Company who have previously submitted their proxy and who do not want to change their vote do not need to take any action.
On April 3, 2025, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the EGM. The Company filed additional proxy supplements with the SEC on April 3, 4 and 9, 2025. Before making any voting decision, investors and shareholders of the company are urged to read the definitive proxy statement (including any amendments or supplements thereto) and other documents the company files with the sec carefully in their entirety when they become available as they will contain important information. Investors and shareholders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents filed or that will be filed with the SEC through the web site maintained by the SEC at www.sec.gov.
About DT Cloud Acquisition Corporation
DT Cloud is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. While DT Cloud may pursue an initial business combination target in any business or industry, it intends to focus its search on industries that complement its management team’s background. DT Cloud is led by Shaoke Li, its Chief Executive Officer, and Guojian Chen, its Chief Financial Officer.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Meeting. Investors and shareholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy Statement, which may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the EGM proposals. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contact:
For investors:
DT Cloud Acquisition Corporation
Shaoke Li
Chief Executive Officer
30 Orange Street
London
United Kingdom, WC2H 7HF
Email: [email protected]