DT Cloud Acquisition Corporation
PROPOSED BUSINESS COMBINATION: Maius Pharmaceutical Group Co., Ltd.
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd
DT Cloud Acquisition Corporation proposes to combine with Maius Pharmaceutical Group Co., Ltd.
Maius is a biopharmaceutical R&D company focusing on the research and development of innovative formulations and targeted small-molecule chemical drug candidates. The Company focuses on developing new drugs in three major areas: anticancer drugs, autoimmune medication and anti-infectives. Its core products under development include small-molecule chemical drugs and peptide drugs. It has independently established an integrated drug development platform, combining a chemical drug screening system with a drug delivery system.
SUBSEQUENT EVENT – 1/23/25 – LINK
- The SPAC entered into a subscription agreement with an undisclosed investor and will be issued an aggregate of 30,000 ordinary shares of Pubco at a price of $10.00 per share, for aggregate gross proceeds of $300,000 (the “PIPE”).
TRANSACTION
- The Business Combination Agreement provides for an equity value of $250 million for Maius at the time of the closing of the Business Combination.
- The Transaction has been unanimously approved by the boards of directors of both DT Cloud and Maius and is expected to be consummated in the first half of 2025.
- Upon the execution of the Business Combination Agreement, SPAC received an automatic three-month extension of the time to consummate an initial business combination by February 23, 2025.
SPAC FUNDING
- Please refer to Subsequent Event on 1/23/2025 for details on the SPAC entering into a subscription agreement.
LOCK-UP
- Company
- Six months from the Closing Date
- Sponsor
- 150 days from the Closing or if the share price equals or exceeds $12.00 for 20/30 trading days.
NOTABLE CONDITIONS TO CLOSING
- The SPAC must have at least $5,000,001 in net tangible assets at the Closing.
NOTABLE CONDITIONS TO TERMINATION
- By SPAC or the Company if the Closing has not occurred on or before June 30, 2025 (the “Outside Date”)
ADVISORS
- Company
- Sichenzia Ross Ference Carmel LLP, Appleby (Cayman) Ltd. and Beijing Yingke Law Firm Shenzhen Office are serving as legal counsel to Maius.
- SPAC
- Wilson Sonsini Goodrich & Rosati, Professional Corporation, Ogier (Cayman) LLP and Han Kun Law Offices are serving as legal counsel to DT Cloud.
LETTER OF INTENT – 9/3/24 – LINK
- The SPAC signed a non-binding letter of intent with Shanghai Maius Pharmaceutical Technology Co.
- 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.
MANAGEMENT & BOARD
Executive Officers
Shaoke Li, 39
Chairperson of the Board of Directors, and Chief Executive Officer
Mr. Li is our Chief Executive Officer and Chairperson of the Board of Directors. Mr. Li has over 11 years of experience in international trade and investment. From October 2017 to August 2022, Mr. Li served as the secretary to the board of director and head of investor relations of Canaan Inc.(Nasdaq. CAN), a company which provide semiconductor solutions. From November 2016 to July 2017, Mr. Li served as a partner of Zhejiang Yinxinggu Capital, an investment fund. From February 2015 to October 2016, Mr. Li served as the legal representative and vice general manager of investment at Yifang Investment Co., Ltd., an investment company. From March 2014 to October 2016, Mr. Li served as the director of capital markets department at Yifang (Shanghai) Commercial Factoring Co., Ltd. Mr. Li obtained a bachelor’s degree in accountancy from the Concordia University in Canada in 2008. We believe that Mr. Li is qualified to serve on our board of directors based on his solid experience in the international trade and investment industries.
Thomas Trent Stout, 45
Independent Director
Since July 2020, Mr. Stout has been the senior managing director and the head of blockchain of Priority Power Management, LLC, an energy management and consulting services firm focused on energy supply, information, and demand management. Since July 2020, Mr. Stout has been a partner, president and a senior advisory team member of KX Power Limited, an asset management company based in London. From January 2017 to June 2020, Mr. Stout served as a founder and principal of PowerLink Partners, LLC, an investment vehicle and consulting firm focused on the energy industry. From April 2012 to December 2016, Mr. Stout served as a managing director and a head of global commodity index & products of Bank of America Corporation (NYSE: BAC) in Houston and London, a multinational investment bank and financial services holding company. He obtained a master’s degree in Business Administration from the University of Chicago, and a bachelor’s degree in Business Administration from Texas Christian University. in 2004 and 2000, respectively.
Board of Directors
Michael David Osowski, 52
Independent Director
Since January 2022, Mr. Osowski has been serving in a strategic business development role with Priority Power Management, LLC, an energy management and consulting services firm focused on energy supply, information, and demand management. From May 2015 to January 2022, Mr. Osowski served as the president and the chief executive officer of Trident Operating Company, LLC, a company which operates various companies in multiple industries including energy, food services, and sporting events. From 2009 to 2015 Mr. Osowski was the founder and chief executive officer of Oasis Power, an electricity company serving the both residential and commercial customers. From 2002 to 2009 Mr. Osowski was a senior executive at Spark Energy, one of the largest independent deregulated electricity providers in the United States. From 1999 to 2002, Mr. Osowski was an executive at Green Mountain Energy, the first company to offer renewable energy to deregulated electricity customers. Mr. Osowski has been serving as a board member of Texas Hydrogen Alliance, the Warrior Health Foundation, and Houston Constable Precinct One since 2022, 2020 and 2021, respectively. Mr. Osowski obtained a bachelor’s degree in Communication from Ohio University in 1993.
Olivia Wenxi He, 44
Independent Director
Ms. He has over 15 years of experience in the investment banking industry. Since June 2021, Ms. He serves as the chief financial officer of Metal Sky Star Acquisition Corporation (NASDAQ: MSSA), a special purpose acquisition company. Since February 2019, Ms. He serves as chief investment officer at KX Power Limited, an asset management company based in London, specializing in the development and management of renewable energy and power generation assets. Prior to joining KX Power Limited, she served as the managing director and global head of Commodity Exchange Traded Products at Bank of America Merrill Lynch in London. She was responsible for initiating and executing strategic solutions and issuance, trading physical and synthetic commodity products, and managing portfolio assets in energy, metals and agriculture, with a wide variety of commodity, currency and interest-rate risk. Prior to that, Ms. He traded and structured commodity derivative products at Citigroup, fixed income security products with a focus on structured credit and rates at UBS and RBC Capital Markets. Ms. He holds master’s degrees in both Mathematical Finance and Engineering from University of Toronto, and a bachelor’s degree in Engineering from Tongji University.
Guojian Chen, 31
Chief Financial Officier and Director
Mr. Chen is our Director. Since March 2021, Mr. Chen has been the chief financial officer and director of Alpha Star Acquisition Corporation (Nasdaq: ALSA), a blank check company. Since May 2020, Mr. Chen has been the secretary of the board of directors of Board of Beijing ChinaReel Art Exchange Inc., a leading copyright operator focusing on high-quality video content. From February 2021 to December 2022, Mr. Chen was an independent director of Venus Acquisition Corporation (Nasdaq: Vena), previously a blank check company, now known as MicroAlgo Inc. (Nasdaq: MLGO). From May 2019 to May 2020, Mr. Chen served as a director of Beijing Zhongqixinhe Enterprise Management Consulting Co., Ltd., a financial advisory firm with focuses on financial, real estate and TMT industry. From July 2018 to May 2019, Mr. Chen served as an analyst of Zhongrong Huitong Investment Fund Management (Zhuhai) Co., Ltd, an investment fund. Mr. Chen received his Bachelor of Management degree from Renmin University of China in 2015, and Master of Finance from the University of Chinese Academy of Sciences in June 2018. We believe that Mr. Chen is qualified to serve on our board of directors based on his solid experience in the business and finance industry.
