Cover
Cover | 1 Months Ended |
Aug. 12, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | DT CLOUD ACQUISITION CORPORATION |
Entity Central Index Key | 0001944212 |
Entity Primary SIC Number | 6770 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Ms. Olivia Wenxi He |
Entity Address, Address Line Two | 30 Orange Street |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | WC2H 7HF |
City Area Code | +44 |
Local Phone Number | 7918725316 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Balance Sheet
Balance Sheet | Aug. 12, 2022 USD ($) | |
ASSETS | ||
Deferred offering costs | $ 112,000 | |
TOTAL ASSETS | 112,000 | |
Current liabilities: | ||
Accrued liabilities | 14,813 | |
Promissory note – related party | 75,000 | |
Total Current Liabilities | 89,813 | |
TOTAL LIABILITIES | 89,813 | |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,725,000 shares issued and outstanding | 173 | [1] |
Additional paid-in capital | 24,827 | |
Accumulated deficit | (2,813) | |
Total Shareholders’ equity | 22,187 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 112,000 | |
[1]Includes up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part. |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | 1 Months Ended |
Aug. 12, 2022 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares outstanding | 1,725,000 |
Common stock, shares issued | 1,725,000 |
Ordinary share subject to forfeiture | 225,000 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Ordinary share subject to forfeiture | 225,000 |
Statement of Operations
Statement of Operations | 1 Months Ended | |
Aug. 12, 2022 USD ($) $ / shares shares | ||
Income Statement [Abstract] | ||
Formation and operating costs | $ (2,813) | |
NET LOSS | $ (2,813) | |
Basic and diluted weighted average shares outstanding | shares | 1,500,000 | [1] |
Basic and diluted net loss per share | $ / shares | $ 0 | |
[1]Excludes up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part. |
Statement of Operations (Parent
Statement of Operations (Parenthetical) | 1 Months Ended |
Aug. 12, 2022 shares | |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 225,000 |
Statement of Changes In Shareho
Statement of Changes In Shareholders' Equity - 1 months ended Aug. 12, 2022 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Beginning balance at Jul. 06, 2022 | |||||
Beginning balance, shares at Jul. 06, 2022 | |||||
Issuance of ordinary shares to founders | [1] | $ 173 | 24,827 | $ 25,000 | |
Issuance of ordinary shares to founders, shares | 1,725,000 | 1,725,000 | |||
Net loss | (2,813) | $ (2,813) | |||
Ending balance, value at Aug. 12, 2022 | $ 173 | $ 24,827 | $ (2,813) | $ 22,187 | |
Ending balance, shares at Aug. 12, 2022 | 1,725,000 | ||||
[1]Includes up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part. |
Statement of Changes In Share_2
Statement of Changes In Shareholders' Equity (Parenthetical) | 1 Months Ended |
Aug. 12, 2022 shares | |
Subsidiary, Sale of Stock [Line Items] | |
Ordinary share subject to forfeiture | 225,000 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Ordinary share subject to forfeiture | 225,000 |
Statement of Cash Flows
Statement of Cash Flows | 1 Months Ended |
Aug. 12, 2022 USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (2,813) |
Change in operating assets and liabilities: | |
Increase in accrued liabilities | 2,813 |
Net cash used in operating activities | |
NET CHANGE IN CASH | |
CASH, BEGINNING OF PERIOD | |
CASH, END OF PERIOD | |
Supplemental Disclosure of Cash Flow Information | |
Deferred offering costs paid by promissory note – related party | 100,000 |
Accrued deferred offering costs | 12,000 |
Capital contribution from shares paid to promissory note – related party | $ 25,000 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 1 Months Ended |
Aug. 12, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND DT Cloud Acquisition Corporation (the “Company”) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on July 7, 2022, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. As of August 12, 2022, the Company had not commenced any operations. All activities from inception through August 12, 2022 relate to the Company’s formation and the proposed public offering as described below. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of 6,000,000 6,900,000 10.00 187,400 10.00 200,000 The Company intends to list the Units on the Nasdaq Global Market (“NASDAQ”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the “Proposed Public Offering” and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 Distinguishing Liabilities from Equity DT CLOUD ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 7, 2022 (INCEPTION) TO AUGUST 12, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Company’s initial shareholders (the “initial shareholders”) have agreed (a) to vote their founder shares, the ordinary shares included in the Private Placement Units (the “Private Placement Shares”) and any Public Shares purchased during or after the “Proposed Public Offering” in favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would stop the public shareholders from converting or selling their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100 The Company will have until nine months from the closing of the “Proposed Public Offering”. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination month by month (for a total of up to 21 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 198,000 , or $ 227,700 if the underwriter’s over-allotment option is exercised in full ($ 0.033 per share in either case) for each monthly extension, on or prior to the applicable deadline (up to an aggregate of $ 1,782,000 (or $ 2,049,300 if the underwriter’s over-allotment option is exercised in full), or $ 0.033 per public share, for an aggregate of nine months). DT CLOUD ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 7, 2022 (INCEPTION) TO AUGUST 12, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $ 10.00 . The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.00 per share (whether or not the underwriter’s over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the “Proposed Public Offering” against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At August 12, 2022, the Company had no 2,813 300,000 75,000 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 1 Months Ended |
Aug. 12, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). DT CLOUD ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 7, 2022 (INCEPTION) TO AUGUST 12, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates In preparing these financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from these estimates. Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders’ equity upon the completion of the Proposed Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. DT CLOUD ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 7, 2022 (INCEPTION) TO AUGUST 12, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of August 12, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, “ Derivatives and Hedging” DT CLOUD ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 7, 2022 (INCEPTION) TO AUGUST 12, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Ordinary share subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 225,000 Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
PROPOSED PUBLIC OFFERING
PROPOSED PUBLIC OFFERING | 1 Months Ended |
Aug. 12, 2022 | |
Proposed Public Offering | |
PROPOSED PUBLIC OFFERING | NOTE 3 – PROPOSED PUBLIC OFFERING The Proposed Public Offering calls for the Company to offer for sale up to 6,000,000 10.00 900,000 Each Unit will consist of one ordinary share, one warrant (“Public Warrant”) and one right (“Public Right”). Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per share. Each whole Public Right will entitle the holder to receive one-twentieth (1/20) ordinary share upon consummation of initial business combination DT CLOUD ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 7, 2022 (INCEPTION) TO AUGUST 12, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 1 Months Ended |
Aug. 12, 2022 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4 – PRIVATE PLACEMENT The Sponsor will agree to purchase an aggregate of 187,400 200,000 10.00 1,874,000 2,000,000 Each Private Placement Unit consists of one Private Placement Share, one redeemable warrant (each, a “Private Placement Unit”) and one right (“Private Placement Right”). Each whole Private Placement Warrant will entitle the holder to purchase one ordinary share at a price of $11.50 per share. Each Private Placement Right will entitle the holder to receive one-twentieth (1/20) ordinary share upon consummation of the initial business combination |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 1 Months Ended |
Aug. 12, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares In August, the Company issued an aggregate of 1,725,000 225,000 20.0 25,000 1,725,000 Promissory Note — Related Party On August 5, 2022, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 (the “Promissory Note”). The Promissory Note is non-interest-bearing and payable on the consummation of initial business combination or converted upon consummation of the business combination into additional private units at a price of $ 10.00 From inception to August 12, 2022, the Company has borrowed $ 100,000 and used $ 25,000 of the proceeds to pay off the loan. As of August 12, 2022, the principal amount due and owing under the Promissory Note was $ 75,000 . The advances are non-interest-bearing and due on demand. Administrative Services Arrangement An affiliate of the Sponsor will agree that, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, administrative and support services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $ 10,000 No DT CLOUD ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 7, 2022 (INCEPTION) TO AUGUST 12, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 300,000 0 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 1 Months Ended |
Aug. 12, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 6 – SHAREHOLDERS’ EQUITY Ordinary shares The Company is authorized to issue 500,000,000 0.0001 Holders of the Company’s ordinary shares are entitled to one vote for each share As of August 12, 2022, 1,725,000 225,000 the initial shareholders will own 20.0% of the issued and outstanding shares after the Proposed Public Offering Rights Each holder of a right will receive one-twentieth (1/20) ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. Warrants 11.50 five years DT CLOUD ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 7, 2022 (INCEPTION) TO AUGUST 12, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) The Company may call the warrants for redemption: ● in whole and not in part, ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, and ● if, and only if, the reported last sale price of the ordinary shares equal or exceed $ 18.00 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares, Private Placement Units (or any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of either Working Capital Loans or extension loans made to the Company) held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. DT CLOUD ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 7, 2022 (INCEPTION) TO AUGUST 12, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Proposed Offering except that Private Placement Units will not be transferable, assignable or saleable until 30 days after the completion of the Company’s Business Combination and will be entitled to registration rights The Company assessed the key terms applicable to the Public Warrants as well as the Private Placement Warrants and believes the Public Warrants and Private Placement Warrants, if were issued, should be classified as equity in accordance with ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 1 Months Ended |
Aug. 12, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Warrant sold in a private placement (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company will grant the underwriter a 45-day option to purchase up to 900,000 6,000,000 The underwriter will be entitled to cash underwriting discount of 3.9% of the gross proceeds of the “Proposed Public Offering” and 0.6% of the number of units sold in the Offering (i.e. 90,000 ordinary shares, or up to 103,500 ordinary shares if the underwriter’s over-allotment option is exercised in full). 1.4% of cash underwriting discount will be payable at the closing of the “Proposed Public Offering”. The balance of 2.5% of cash underwriting discount will be deferred and payable until the closing of the initial Business Combination. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 1 Months Ended |
Aug. 12, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 31, 2022 the date that the financial statements were available to be issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 1 Months Ended |
Aug. 12, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates In preparing these financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from these estimates. |
Deferred offering costs | Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders’ equity upon the completion of the Proposed Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. |
Income taxes | Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of August 12, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, “ Derivatives and Hedging” DT CLOUD ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 7, 2022 (INCEPTION) TO AUGUST 12, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Ordinary share subject to possible redemption | Ordinary share subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. |
Net loss per share | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 225,000 |
Related parties | Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($) | 1 Months Ended | |||
Aug. 12, 2022 | Aug. 12, 2022 | Aug. 05, 2022 | Jul. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued | 1,725,000 | |||
Price per shares | $ 10 | $ 10 | ||
Percent of obligation to redeem public shares | 100% | 100% | ||
Deposits | $ 198,000 | $ 198,000 | ||
Payments for Repurchase of Equity | 1,782,000 | |||
Cash | 0 | 0 | ||
Net loss | $ 2,813 | |||
Sponsor advance | $ 75,000 | |||
Promissory Note [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Principal amount | $ 300,000 | $ 300,000 | ||
Post Business Combination [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of voting interests acquired | 50% | 50% | ||
Minimum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of fair market value of business acquisition | 80% | |||
Business combination, net tangible assets | $ 5,000,001 | $ 5,000,001 | ||
Proposed Public Offering [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares available for sale | 6,000,000 | |||
Shares issued | 900,000 | |||
Offering price per unit | $ 10 | $ 10 | ||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares available for sale | 900,000 | |||
Price per shares | $ 0.033 | $ 0.033 | ||
Deposits | $ 227,700 | $ 227,700 | ||
Payments for Repurchase of Equity | $ 2,049,300 | |||
Over-Allotment Option [Member] | Underwriters [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares available for sale | 200,000 | |||
Shares issued | 6,900,000 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares available for sale | 187,400 | |||
Offering price per unit | $ 10 | $ 10 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended |
Aug. 12, 2022 shares | |
Accounting Policies [Abstract] | |
Ordinary shares subject to forfeiture | 225,000 |
PROPOSED PUBLIC OFFERING (Detai
PROPOSED PUBLIC OFFERING (Details Narrative) | 1 Months Ended |
Aug. 12, 2022 $ / shares shares | |
Proposed Public Offering [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares available for sale | 6,000,000 |
Offering price per unit | $ / shares | $ 10 |
Units description | Each Unit will consist of one ordinary share, one warrant (“Public Warrant”) and one right (“Public Right”). Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per share. Each whole Public Right will entitle the holder to receive one-twentieth (1/20) ordinary share upon consummation of initial business combination |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares available for sale | 900,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) | 1 Months Ended |
Aug. 12, 2022 USD ($) $ / shares shares | |
Private Placement [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares available for sale | 187,400 |
Price per share | $ / shares | $ 10 |
Sale price of shares | $ | $ 1,874,000 |
Units description | Each Private Placement Unit consists of one Private Placement Share, one redeemable warrant (each, a “Private Placement Unit”) and one right (“Private Placement Right”). Each whole Private Placement Warrant will entitle the holder to purchase one ordinary share at a price of $11.50 per share. Each Private Placement Right will entitle the holder to receive one-twentieth (1/20) ordinary share upon consummation of the initial business combination |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares available for sale | 900,000 |
Over-Allotment Option [Member] | Underwriters [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares available for sale | 200,000 |
Sale price of shares | $ | $ 2,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | ||
Aug. 12, 2022 | Aug. 05, 2022 | Jul. 31, 2022 | |
Number of shares issued | 1,725,000 | ||
Ordinary share subject to forfeiture | 225,000 | ||
Percentage of issued and outstanding shares | 20% | ||
Purchase price of shares issued | $ 25,000 | ||
Proceeds from Loans | 100,000 | ||
Loans Payable | 25,000 | ||
Administrative expense | 0 | ||
Related party debt | 0 | ||
Maximum [Member] | |||
Working capital loans | 300,000 | ||
General and Administrative Expense [Member] | |||
Due to affiliate | 10,000 | ||
Promissory Note [Member] | |||
Principal amount | $ 300,000 | $ 300,000 | |
Conversion price of note | $ 10 | ||
Proceeds from Related Party Debt | $ 75,000 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) | 1 Months Ended |
Aug. 12, 2022 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Common stock, shares authorized | 500,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares issued | 1,725,000 |
Common stock, shares outstanding | 1,725,000 |
Sale of stock description | Each holder of a right will receive one-twentieth (1/20) ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. |
Exercise price of warrants | $ / shares | $ 0.01 |
Common Stock [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Common stock, shares authorized | 500,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Voting rights | Holders of the Company’s ordinary shares are entitled to one vote for each share |
Common stock, shares issued | 1,725,000 |
Common stock, shares outstanding | 1,725,000 |
Redemption of shares | 225,000 |
Shareholders offerings, description | the initial shareholders will own 20.0% of the issued and outstanding shares after the Proposed Public Offering |
Temporary equity, par value | $ / shares | $ 18 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Sale of stock description | the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares, Private Placement Units (or any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of either Working Capital Loans or extension loans made to the Company) held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Exercise price of warrants | $ / shares | $ 11.50 |
Warrant term | 5 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended |
Aug. 12, 2022 shares | |
Loss Contingencies [Line Items] | |
Issuance of ordinary shares to founders, shares | 1,725,000 |
Proposed Public Offering [Member] | |
Loss Contingencies [Line Items] | |
Issuance of ordinary shares to founders, shares | 900,000 |
Proposed Public Offering [Member] | Underwriters Agreement [Member] | |
Loss Contingencies [Line Items] | |
Issuance of ordinary shares to founders, shares | 6,000,000 |
Underwriting Commitments | The underwriter will be entitled to cash underwriting discount of 3.9% of the gross proceeds of the “Proposed Public Offering” and 0.6% of the number of units sold in the Offering (i.e. |
Shares, Issued | 90,000 |
Proposed Public Offering [Member] | Underwriters Agreement [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Underwriting Commitments | ordinary shares, or up to 103,500 ordinary shares if the underwriter’s over-allotment option is exercised in full). 1.4% of cash underwriting discount will be payable at the closing of the “Proposed Public Offering”. The balance of 2.5% of cash underwriting discount will be deferred and payable until the closing of the initial Business Combination. |