DT Cloud Acquisition Corp 2024年度报告

For the fiscal year endedDecember 31,2024 DT CLOUD ACQUISITION CORPORATION(Exact name of registrant guarantor as specified in its charter) Cayman Islands001-41967N/A(State or other jurisdiction ofincorporation or organization)(Commission\File Number)(I.R.S. EmployerIdentification Number) N/A(Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the registrant’s ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant,computed by reference to the closing price for the ordinary shares on such date, as reported on The Nasdaq Stock Market LLC(“Nasdaq”), was approximately $71,435,700.00(based on the closing sales price of the ordinary shares on June 28, 2024 of $10.20). As of March 21, 2025, there were7,094,633ordinary shares, par value $0.0001per share. Documents Incorporated by Reference:None. EXPLANATORY NOTE This Amendment No. 1 to Form 10-K (the “Form 10-K/A”) amends our annual report on 10-K for the fiscal year ended December 31,2024 (the “Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission on March 27, 2025. Thepurpose of this Form 10-K/A is to amend certain information under “Item 10 Directors, Executive Officers and CorporateGovernance” and “Item 15. Exhibits, Financial Statement Schedules.” This Form 10-K/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosuretherein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 10-K/Ashould not be understood to mean that any statements contained in the Annual Report, as amended by this Form 10-K/A, are true orcomplete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 10-K/A should be read inconjunction with the Annual Report. TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PART I5Item 1.Business5Item 1A.Risk Factors22Item 1B.Unresolved Staff Comments63Item 1C.Cybersecurity63Item 2.Properties63Item 3.Legal Proceedings63Item 4.Mine Safety Disclosures63PART II64Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities64Item 6.[Reserved]66Item 7.Management’s Discussion and An