DT Cloud Acquisition Corporation Signs Letter of Intent for a Business Combination

Rhea-AI Summary

DT Cloud Acquisition (Nasdaq: DYCQU, DYCQ, DYCQR) has announced a non-binding letter of intent (LOI) for a business combination with Shanghai Maius Pharmaceutical Technology Co., Founded in 2015, Shanghai Maius is a biopharmaceutical R&D company specializing in innovative formulations and targeted small-molecule chemical drugs.

The proposed deal would involve DT Cloud acquiring 100% of Shanghai Maius's equity or all of its business, with the final structure to be determined. The combined public company would adopt Shanghai Maius's branding. A definitive agreement is expected in Q4 2024, subject to board and shareholder approvals, regulatory clearances, and other conditions.

Positive

• Potential acquisition of a biopharmaceutical R&D company with focus on innovative drug formulations
• Expansion into the pharmaceutical sector, potentially diversifying DT Cloud's business portfolio
• Possible access to Shanghai Maius's pipeline of small-molecule chemical and peptide drugs

Negative

• Uncertainty regarding the final deal structure and terms
• No assurance of successful negotiation or completion of the proposed transaction
• Potential regulatory hurdles in cross-border acquisition

Insights

Financial Analyst

This LOI for a business combination between DT Cloud Acquisition and Shanghai Maius is an intriguing development in the biopharmaceutical sector. While the details are preliminary, it's worth noting that Shanghai Maius's focus on innovative formulations and targeted small-molecule drugs aligns with current industry trends. The potential 100% acquisition suggests a significant strategic move for DT Cloud.

However, investors should exercise caution. The non-binding nature of the LOI and the pending due diligence mean there's still uncertainty around the deal's completion. The lack of financial details, such as valuation or potential synergies, makes it challenging to assess the immediate impact on DT Cloud's stock. The expected Q4 2024 timeline for a definitive agreement indicates a relatively long process ahead, which could impact short-term stock volatility.

Biotech Industry Expert

Shanghai Maius's portfolio of small-molecule chemical drugs and peptide drugs is noteworthy in the current biotech landscape. These drug classes are gaining traction due to their potential for targeted therapies and improved drug delivery systems. The company's founding in 2015 suggests it's still in a growth phase, which could offer significant upside if its R&D pipeline proves successful.

However, without specific details on Shanghai Maius's pipeline or any products in clinical trials, it's difficult to gauge the true value of this potential acquisition. Investors should watch for upcoming announcements on the company's drug candidates, their stages of development and any unique technologies that could differentiate them in the market. The success of this merger will largely depend on the quality and potential of Shanghai Maius's drug portfolio.

Mergers and Acquisitions Specialist

This LOI represents a typical initial step in the SPAC merger process. The structure of the deal - either acquiring 100% equity or all business assets - offers flexibility, which can be advantageous in navigating regulatory hurdles, especially considering the cross-border nature of this transaction (US-listed SPAC acquiring a Chinese company).

Key points to monitor include:

• Regulatory approvals, particularly given potential scrutiny of Chinese companies listing on US exchanges
• The final deal structure and its implications for existing shareholders
• Any earn-out provisions or performance targets for Shanghai Maius
• The composition of the post-merger management team

The lack of financial details and the non-binding nature of the LOI make it premature to assess the deal's value. Investors should await the definitive agreement for a clearer picture of the potential impact on DT Cloud's stock.

New York, New York, Sept. 03, 2024 (GLOBE NEWSWIRE) -- DT Cloud Acquisition Corporation (Nasdaq: DYCQU, DYCQ, DYCQR) (the “Company”) today announced that it has entered into a non-binding letter of intent (“LOI”) for a business combination with Shanghai Maius Pharmaceutical Technology Co., LTD (“Shanghai Maius”). Founded in 2015, Shanghai Maius is a biopharmaceutical R&D company focusing on innovative formulations and targeted small-molecule chemical drugs. Its core products include small-molecule chemical drugs and peptide drugs.

Under the terms of the LOI, the Company would acquire 100% of Shanghai Maius’s outstanding equity and equity equivalents or all of its business, with the deal structure to be determined later by the parties based on further due diligence findings and other considerations. The post-closing combined public company would use a name consistent with the branding of Shanghai Maius. The Company expects to announce additional details regarding the proposed business combination when a definitive agreement is executed, which is expected in the fourth quarter of 2024.

No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary conditions.

About DT Cloud Acquisition Corporation

The Company 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 the Company 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. The Company is led by Shaoke Li, the Company’s Chief Executive Officer, and Guojian Chen, the Company’s Chief Financial Officer.

Additional Information and Where to Find It

If a legally binding definitive agreement with respect to the proposed business combination is executed, the Company intends to file a preliminary proxy statement (a “Deal Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). A definitive Deal Proxy Statement will be mailed to shareholders of the Company as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy of the Deal Proxy Statement, without charge, by directing a request to the following: DT Cloud Acquisition Corporation, 30 Orange Street, London, United Kingdom, WC2H 7HF. The preliminary and definitive Deal Proxy Statements, once available, can also be obtained, without charge, at the SEC’s website, www.sec.gov.

This communication may be deemed to be offering or solicitation material in respect of the proposed transaction, which will be submitted to the shareholders of the Company for their consideration. The Company urges investors, shareholders and other interested persons to carefully read, when available, the preliminary and definitive Deal Proxy Statement as well as other documents filed with the SEC (including any amendments or supplements to the Deal Proxy Statement, as applicable), in each case, before making any investment or voting decision with respect to the proposed transaction, because these documents will contain important information about the Company, Shanghai Maius and the proposed transaction.

Participants in the Solicitation

The Company, Shanghai Maius, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the potential transaction described herein under the rules of the SEC. You can find more information about the Company’s directors and executive officers in its final prospectus related to its initial public offering dated February 21, 2024 and subsequent SEC reports. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the Deal Proxy Statement when it becomes available. Shareholders, potential investors and other interested persons should read the Deal Proxy Statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer 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.

Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 materially from those reflected in the statements, many of which are beyond the control of the Company, including, without limitation, those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 28, 2024, and the Company’s quarterly reports on Form 10-Q filed with the SEC, each available on the SEC’s website, www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in 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.

Contact:

For investors:

DT Cloud Acquisition Corporation
Shaoke Li
Chief Executive Officer
30 Orange Street
London
United Kingdom, WC2H 7HF
Email: jack.li@dtcloudspac.com

FAQ

What is the proposed business combination between DT Cloud Acquisition (DYCQU) and Shanghai Maius?

DT Cloud Acquisition has signed a non-binding letter of intent to acquire 100% of Shanghai Maius Pharmaceutical Technology Co., 's equity or all of its business. The final structure is yet to be determined based on further due diligence.

When is the definitive agreement for the DT Cloud (DYCQU) and Shanghai Maius deal expected?

The definitive agreement for the business combination is expected to be announced in the fourth quarter of 2024.

What are the main products of Shanghai Maius, the target company for DT Cloud's (DYCQU) acquisition?

Shanghai Maius's core products include small-molecule chemical drugs and peptide drugs, focusing on innovative formulations and targeted small-molecule chemical drugs.

What approvals are required for the DT Cloud (DYCQU) and Shanghai Maius business combination?

The proposed transaction would be subject to board and equity holder approval of both companies, regulatory approvals, and other customary conditions.