DEFR14A: DT Cloud Acquisition Seeks Shareholder Approval for Extension to Complete Business Combination

DT Cloud Acquisition Corporation is seeking shareholder approval to extend the deadline for completing a business combination from May 23, 2026, to August 23, 2026, to allow more time for regulatory approvals and deal consummation.

Summary

• DT Cloud Acquisition Corporation is holding an Extraordinary General Meeting on April 18, 2025, to seek shareholder approval for extending the period to complete a business combination.
• The company is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the deadline from May 23, 2026, to August 23, 2026.
• This extension requires the Sponsor to deposit additional funds into the Trust Account for each one-month extension.
• Shareholders can redeem their Public Shares for a pro rata portion of the funds available in the Trust Account, regardless of their vote on the proposals.
• As of March 31, 2025, the per-share pro rata portion of the Trust Account was approximately $10.66.
• The Board of Directors recommends voting FOR the Extension Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal.
• If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, the Combination Period will still extend up to February 23, 2026, on a month-to-month basis and subject to the Sponsor depositing additional funds for each one-month extension into the Trust Account.
• If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Combination Period could be extended for up to eighteen times from the Original Termination Date (i.e., until August 23, 2026) by an additional one month each time which may be accomplished only if the Sponsor deposits additional funds for each one-month extension into the Trust Account.

Sentiment

Score: 6

Explanation: The document is neutral in tone, presenting the facts of the proposed extension and the associated risks and benefits. The Board recommends voting for the extension, indicating a positive outlook from management, but the overall sentiment is balanced.

Positives

• The extension provides more time to clear regulatory approvals and consummate the business combination.
• The Extension Amendment provides more certainty in advance for the Company to consummate the Business Combination.
• Shareholders retain the right to redeem their Public Shares if they do not want to participate in the extension.
• The Sponsor is incentivized to fund the monthly extension fee, ensuring the Company has sufficient funds.
• The Board believes that Proposal 1 and Proposal 2 are necessary in order to be able to consummate an initial business combination.

Negatives

• If the business combination is not completed by the extended deadline, the Company will be forced to liquidate.
• The removal of funds from the Trust Account in connection with the election to redeem the Public Shares will reduce the amount held in the Trust Account following the Election.
• The Company cannot predict the amount that will remain in the Trust Account after such withdrawal if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be only a fraction of the amount of $53,622,021 (including interest but less the funds used to pay taxes) that was in the Trust Account as of March 31, 2025.
• In such event, the Company may require additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

Risks

• Uncertainties in the macroeconomic environment and regulatory landscape could hinder the completion of the business combination.
• The Company may not be able to find a suitable target within the extended timeframe.
• Redemptions by Public Shareholders could leave the Company with insufficient funds to complete the business combination.
• The foreign ownership limitations, and the potential impact of a CFIUS review, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders.
• As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies that do not have similar foreign ownership issues.

Future Outlook

The Company seeks to extend the deadline to complete a business combination, providing more time to finalize a deal, but faces risks if a suitable target is not found or if redemptions reduce available funds.

Management Comments

• The Board believes that the approval of Proposal 1 will allow for additional time and opportunity for the Company to clear regulatory approvals and consummate the business combination, as well as to provide the Sponsor and its affiliates with more incentive to fund the monthly extension fee required for the Extensions that are required for the Company to complete an initial business combination as the Extension Amendment provides more certainty in advance for the Company to consummate the Business Combination.
• Accordingly, the Board believes that the approval of Proposal 1 is necessary for the Company to be able to consummate an initial business combination.
• Therefore, the Board has determined that it is in the best interests of our shareholders to approve Proposal 1 to allow the Company to complete an initial business combination by or before August 23, 2026, subject to the Sponsor depositing additional funds into the Trust Account, which will provide our shareholders with the opportunity to participate in an initial business combination.

Industry Context

This announcement is typical for SPACs approaching their initial business combination deadline, as they often seek extensions to finalize deals in challenging market conditions.

Comparison to Industry Standards

• Many SPACs, such as Gores Metropoulos II, Inc. and Churchill Capital Corp IV, have sought extensions to complete their business combinations.
• The $0.03 per share extension fee is a common mechanism used by SPACs to incentivize sponsors to fund extensions.
• Redemption rights are standard for SPAC shareholders, allowing them to exit the investment if they do not approve of the extension or the proposed business combination.

Stakeholder Impact

• Shareholders have the opportunity to redeem their shares or participate in a potential business combination.
• The Sponsor is required to deposit additional funds, demonstrating their commitment to completing a deal.
• If a business combination is not completed, shareholders may only receive $10.05 per share initially or 100.5% of the gross proceeds from the offering, and our rights will expire worthless.

Next Steps

• Shareholders will vote on the Extension Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal at the Extraordinary General Meeting on April 18, 2025.
• If the proposals are approved, the Company will continue to seek a business combination target within the extended timeframe.
• The Sponsor will need to deposit additional funds into the Trust Account for each one-month extension.

Key Dates

Keywords

business combination, extension, trust account, redemption rights, sponsor, shareholders, DT Cloud, amendment, proposal, liquidation