| SUMMARY OF THE SIGNIFICANT ACCOUNTING POLICIES (Policies) | 2 Months Ended | 9 Months Ended | 12 Months Ended |
| Nov. 30, 2024 | Sep. 30, 2024 | Sep. 30, 2024 | Dec. 31, 2023 |
| Restructuring Cost and Reserve [Line Items] | | | | |
| Basis of Consolidation | | | Basis
of Consolidation The
CFS of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company
balances, transactions and cash flows are eliminated in consolidation. | |
| Use of estimates and assumptions | | | Use
of estimates and assumptions The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates
and assumptions. In particular, the novel coronavirus (“COVID-19”) pandemic and the resulting adverse impacts to global economic
conditions, as well as our operations, may impact future estimates including, but not limited to, useful lives of property, plant and
equipment, impairment of long-lived assets, allowance for doubtful accounts, provision for contingent liabilities, revenue recognition,
deferred taxes, uncertain tax position and going concern. Actual results could differ from these estimates. | |
| Foreign Currency Translation | | | Foreign
Currency Translation The
Company’s reporting currency is the United States dollar (“US$”). The functional currency of its PRC subsidiaries is
the Renminbi (the “RMB”). Results of operations and cash flows are translated at the average exchange rates during the period,
and assets and liabilities are translated at the exchange rate at the end of the period. Capital accounts are translated at their historical
exchange rates when the capital transaction occurred. Translation adjustments from this process are included in accumulated other comprehensive
(loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than
the functional currency are included in the results of operations as incurred. MAIUS PHARMACEUTICAL CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 202 4 3 (2) Basis of Presentation
and Significant Accounting Policies (cont.) Translation
of amounts from RMB into USD was made at the following exchange rates: Schedule
of translation of amount at exchange rates Balance
sheet items, except for equity accounts as of:
September 30, 2024 RMB 7.0074 1
September 30, 2023 RMB 7.1798 1 Statement
of operations and cash flow items for the years ended:
September 30, 2024 RMB 7.1187 1
September 30, 2023 RMB 7.0329 1 | |
| Fair value measurement | | | Fair
value measurement The
accounting standards regarding fair value (“FV”) of financial instruments and related FV measurements defines financial instruments
and requires disclosure of the FV of financial instruments held by the Company. The
accounting standards define FV, establish a three-level valuation hierarchy for disclosures of FV measurements and enhance disclosure
requirements for FV measures. The three levels are defined as follow:
● Level
1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
● Level
2 inputs to the valuation methodology include quoted prices, other than those included in Level 1 for similar assets and liabilities
in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the
full term of the financial instruments.
● Level
3 inputs to the valuation methodology are unobservable and significant to the FV. The
carrying amounts included in current assets and current liabilities in the consolidated balance sheets approximate their FVs because
of the short-term nature of such instruments. The
Company values its short term investment using alternative pricing sources and market observable inputs, and accordingly the Company
classifies the valuation techniques that use these inputs as Level 2. This investment has original maturities of less than one year and
the carrying value approximates its fair value. | |
| Cash and equivalents | | | Cash
and equivalents Cash
and equivalents is cash at bank and time deposits, which are unrestricted as to withdrawal or use, and which have original maturities
of less than three months. | |
| Short-term investment | | | Short-term
investment Short-term
investment is a wealth management product with a variable interest rate and principal non-guaranteed with certain financial institutions. In
accordance with ASC 825, Financial Instruments, for financial products with variable interest rates referenced to performance of underlying
assets, the Company elected the FV method at the date of initial recognition and carries these investments at FV. Changes in the FV of
these investments are reflected in the consolidated statements of operations and comprehensive loss as investment income and included
in “other, net.” FV is estimated based on quoted prices of similar products provided by financial institutions at the end
of each reporting period. The Company classifies these inputs as Level 2 FV measurement. MAIUS PHARMACEUTICAL CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 AND 2023 (2) Basis of Presentation and Significant Accounting Policies | |
| Prepayments and other assets | | | Prepayments
and other assets Prepayment
and other assets are advances to suppliers and amounts due from customers. Advances
to suppliers are prepayments to vendors for services that have not yet been received. Management periodically evaluates the recoverability
of these advances and considers any indications of impairment, including changes in the financial condition of the supplier or a reduction
in expected future purchases from the supplier. As of September 30, 2024 and 2023, management believes the Company’s prepayments
and deposits are not impaired. Other
receivables are amounts due from other parties that are not trade receivables. These receivables primarily are deposits and prepaid expenses.
Management performs periodic reviews of the collectability of these receivables and considers any indications of impairment, such as
significant changes in the debtor’s financial condition or the passage of time. The Company did not identify any indications of
impairment for other receivables. As of September 30, 202 4 | |
| Deferred IPO costs | | | Deferred
IPO costs Deferred
IPO costs are costs incurred for the Group’s planned IPO in the US. These costs, together with the underwriting discounts
and commissions, will be charged to additional paid in capital upon completion of the planned IPO or charged to the consolidated statements
of operations and comprehensive loss if the planned IPO is not completed. | |
| Property, Plant and Equipment | | | Property,
Plant and Equipment Property,
plant, and equipment is stated at cost less accumulated depreciation and any impairment losses. Major renewals, betterments, and improvements
are capitalized to the asset accounts while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective
assets, are expensed to operations. At the time property, plant, and equipment is retired or otherwise disposed of, the asset and related
accumulated depreciation or amortization accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are
credited or charged to operations. The
Company depreciates property, plant, and equipment using the straight-line method over their estimated useful lives of the assets with
no residual value as follow: Schedule
of estimated lives of property, plant and equipment
Office
equipment 3 Intangible
asset Intangible
asset is computer software acquired by the Company; it is amortized on a straight line basis over the estimated useful life of
10 MAIUS PHARMACEUTICAL CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 AND 2023 (2) Basis of Presentation and Significant Accounting Policies Leases We
follow ASC 842, “Leases” (“ASC 842”), categorize leases with terms over 12 months as either operating or finance
leases. ROU assets are our rights to use underlying assets for the lease terms and lease liabilities are our obligation to make lease
payments arising from the leases. ROU assets and liabilities are recognized at commencement date based on the present value of lease
payments over the lease term, reduced by lease incentives received, plus any initial direct costs, using the discount rate for the lease
at the commencement date. If the implicit rate in lease is not readily determinable for our operating leases, we generally use the incremental
borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement
date. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. We elected not to separate non-lease components
from lease components; therefore, will account for lease component and the non-lease components as a single lease component when there
is only one vendor in the lease contract for the office leases. Lease payments are fixed. For
operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. Any
lease with an initial term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from
the ROU asset and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease
expense is recorded on a straight-line basis over the lease term. Accounts
payable Accounts
payable are amounts owed by the Company to vendors and suppliers for goods and services received but not yet paid. The Company pays its
accounts payable in accordance with the payment terms negotiated with the vendors and suppliers. The payment terms generally range from
30 to 60 days from the invoice date. The Company regularly reviews the outstanding balances of accounts payable and does not have any
significant past due amounts. Related
parties We
follow ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. The
details of related party transaction during the years ended September 30, 2024 and 2023 and balances as of September 30, 2024 and 2023
are set out in Note 8. Research
and development expenses R&D
costs are expensed as incurred and consist primarily of funds paid to third parties for product candidate and preclinical development
and related supply and manufacturing costs, regulatory compliance costs, and personnel and stock-based compensation expenses. At the
end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion
of the R&D objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing
of payments to the service providers and the progress the Company estimates has been made as a result of the service provided, the Company
may record a net prepaid or accrued expense for these costs. Upfront
milestone payments to third parties which perform R&D services on the Company’s behalf are expensed as services are rendered.
Costs incurred in obtaining technology licenses are charged to R&D expense as acquired in-process R&D if the technology licensed
has not reached technological feasibility and has no alternative future use. MAIUS
PHARMACEUTICAL CO., LTD. SEPTEMBER
30, 2024 AND 2023 (2)
Basis of Presentation and Significant Accounting Policies General
and administrative expenses General
and administrative expenses consist primarily of personnel-related compensation, including salaries, office rental and property management
fees, travelling expenses, and expenses for general operations. Income
Taxes The
Company accounts for income taxes under ASC Topic 740, Income Taxes. Income taxes are provided on an asset and liability approach for
financial accounting and reporting. Any tax paid by subsidiaries during the year is recorded. Current tax is based on the profit or loss
from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax
rates that have been enacted or substantively enacted at the balance sheet date. ASC Topic 740 also requires the recognition of deferred
tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and
liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. ASC Topic 740 additionally
requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred
tax assets, including those related to the U.S. net operating loss carry-forwards, are dependent upon future earnings, if any, of which
the timing and amount are uncertain. ASC
Topic 740, Income Tax Deferred
taxes are accounted for using the asset and liability method for temporary differences arising from differences between the carrying
amount of assets and liabilities in the CFS and the corresponding tax basis used in the computation of assessable tax. Deferred tax liabilities
are recognized for all future taxable temporary differences. Deferred tax assets are recognized to the extent it is probable that taxable
income will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that
are expected to apply to the period when the asset is realized or the liability is settled. Deferred
taxes are charged or credited in the income statement, except when for items credited or charged to equity. Net deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred
tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The
Company’s policy on classification of all interest and penalties related to unrecognized income tax positions, if any, is to present
them as a component of income tax expense. Comprehensive
Income (Loss) The
Company presents comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income MAIUS
PHARMACEUTICAL CO., LTD. SEPTEMBER
30, 2024 AND 2023 (2)
Basis of Presentation and Significant Accounting Policies Earnings
(loss) Per Share Basic
earnings (loss) per share is computed by dividing the net income attributable to the ordinary shareholders by the weighted average number
of shares of ordinary share outstanding during the period. Diluted earnings per share is computed like basic earnings per
share except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if
the potential ordinary shares had been issued and if the additional ordinary shares were dilutive. There were no Commitments
and contingencies In
the normal course of business, we are subject to contingencies, including legal proceedings and claims arising out of the business that
relate to a wide range of matters, such as government investigations and tax matters. We recognize a liability for such contingency if
it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. We may consider many factors
in making these assessments including historical and the specific facts and circumstances of each matter. Recently
issued accounting pronouncements In
June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses
and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13
requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13
is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU
No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for
private companies, not-for-profits, and smaller reporting companies applying the CECL standards. The ASU is effective for reporting periods
beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted Topic
326 on October 1, 2022. The adoption of the ASU 2016-13 did not have a material impact on our CFS. In
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting, which provides optional practical expedients to simplify accounting for reference rate reform. Amongst other practical expedients,
the update allows for contract modifications due to reference rate reform for certain receivables and debt contracts to be accounted
for by prospectively adjusting the effective interest rate. The amendments in this ASU were for all entities beginning on March 12, 2020,
and companies may elect to apply the amendments prospectively through December 31, 2022. The Company adopted Topic 848 on October 1,
2022. The adoption of the ASU 2020-04 did not have a material impact on our CFS. We
Follow ASU No. 2019-12, “Income Taxes”
(Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 will simplify the accounting for income
taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and
simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The
Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Company’s CFS. MAIUS
PHARMACEUTICAL CO., LTD. SEPTEMBER
30, 2024 AND 2023 | |
| Intangible asset | | | Intangible
asset Intangible
asset is computer software acquired by the Company; it is amortized on a straight line basis over the estimated useful life of
10 MAIUS PHARMACEUTICAL CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 AND 2023 (2) Basis of Presentation and Significant Accounting Policies | |
| Leases | | | Leases We
follow ASC 842, “Leases” (“ASC 842”), categorize leases with terms over 12 months as either operating or finance
leases. ROU assets are our rights to use underlying assets for the lease terms and lease liabilities are our obligation to make lease
payments arising from the leases. ROU assets and liabilities are recognized at commencement date based on the present value of lease
payments over the lease term, reduced by lease incentives received, plus any initial direct costs, using the discount rate for the lease
at the commencement date. If the implicit rate in lease is not readily determinable for our operating leases, we generally use the incremental
borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement
date. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. We elected not to separate non-lease components
from lease components; therefore, will account for lease component and the non-lease components as a single lease component when there
is only one vendor in the lease contract for the office leases. Lease payments are fixed. For
operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. Any
lease with an initial term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from
the ROU asset and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease
expense is recorded on a straight-line basis over the lease term. Accounts
payable Accounts
payable are amounts owed by the Company to vendors and suppliers for goods and services received but not yet paid. The Company pays its
accounts payable in accordance with the payment terms negotiated with the vendors and suppliers. The payment terms generally range from
30 to 60 days from the invoice date. The Company regularly reviews the outstanding balances of accounts payable and does not have any
significant past due amounts. | |
| Related parties | | | Related
parties We
follow ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. The
details of related party transaction during the years ended September 30, 2024 and 2023 and balances as of September 30, 2024 and 2023
are set out in Note 8. | |
| Research and development expenses | | | Research
and development expenses R&D
costs are expensed as incurred and consist primarily of funds paid to third parties for product candidate and preclinical development
and related supply and manufacturing costs, regulatory compliance costs, and personnel and stock-based compensation expenses. At the
end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion
of the R&D objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing
of payments to the service providers and the progress the Company estimates has been made as a result of the service provided, the Company
may record a net prepaid or accrued expense for these costs. Upfront
milestone payments to third parties which perform R&D services on the Company’s behalf are expensed as services are rendered.
Costs incurred in obtaining technology licenses are charged to R&D expense as acquired in-process R&D if the technology licensed
has not reached technological feasibility and has no alternative future use. MAIUS
PHARMACEUTICAL CO., LTD. SEPTEMBER
30, 2024 AND 2023 (2)
Basis of Presentation and Significant Accounting Policies | |
| General and administrative expenses | | | General
and administrative expenses General
and administrative expenses consist primarily of personnel-related compensation, including salaries, office rental and property management
fees, travelling expenses, and expenses for general operations. | |
| Income Taxes | | | Income
Taxes The
Company accounts for income taxes under ASC Topic 740, Income Taxes. Income taxes are provided on an asset and liability approach for
financial accounting and reporting. Any tax paid by subsidiaries during the year is recorded. Current tax is based on the profit or loss
from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax
rates that have been enacted or substantively enacted at the balance sheet date. ASC Topic 740 also requires the recognition of deferred
tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and
liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. ASC Topic 740 additionally
requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred
tax assets, including those related to the U.S. net operating loss carry-forwards, are dependent upon future earnings, if any, of which
the timing and amount are uncertain. ASC
Topic 740, Income Tax Deferred
taxes are accounted for using the asset and liability method for temporary differences arising from differences between the carrying
amount of assets and liabilities in the CFS and the corresponding tax basis used in the computation of assessable tax. Deferred tax liabilities
are recognized for all future taxable temporary differences. Deferred tax assets are recognized to the extent it is probable that taxable
income will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that
are expected to apply to the period when the asset is realized or the liability is settled. Deferred
taxes are charged or credited in the income statement, except when for items credited or charged to equity. Net deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred
tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The
Company’s policy on classification of all interest and penalties related to unrecognized income tax positions, if any, is to present
them as a component of income tax expense. | |
| Comprehensive Income (Loss) | | | Comprehensive
Income (Loss) The
Company presents comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income MAIUS
PHARMACEUTICAL CO., LTD. SEPTEMBER
30, 2024 AND 2023 (2)
Basis of Presentation and Significant Accounting Policies | |
| Earnings (loss) Per Share | | | Earnings
(loss) Per Share Basic
earnings (loss) per share is computed by dividing the net income attributable to the ordinary shareholders by the weighted average number
of shares of ordinary share outstanding during the period. Diluted earnings per share is computed like basic earnings per
share except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if
the potential ordinary shares had been issued and if the additional ordinary shares were dilutive. There were no | |
| Commitments and contingencies | | | Commitments
and contingencies In
the normal course of business, we are subject to contingencies, including legal proceedings and claims arising out of the business that
relate to a wide range of matters, such as government investigations and tax matters. We recognize a liability for such contingency if
it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. We may consider many factors
in making these assessments including historical and the specific facts and circumstances of each matter. | |
| Recently issued accounting pronouncements | | | Recently
issued accounting pronouncements In
June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses
and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13
requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13
is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU
No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for
private companies, not-for-profits, and smaller reporting companies applying the CECL standards. The ASU is effective for reporting periods
beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted Topic
326 on October 1, 2022. The adoption of the ASU 2016-13 did not have a material impact on our CFS. In
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting, which provides optional practical expedients to simplify accounting for reference rate reform. Amongst other practical expedients,
the update allows for contract modifications due to reference rate reform for certain receivables and debt contracts to be accounted
for by prospectively adjusting the effective interest rate. The amendments in this ASU were for all entities beginning on March 12, 2020,
and companies may elect to apply the amendments prospectively through December 31, 2022. The Company adopted Topic 848 on October 1,
2022. The adoption of the ASU 2020-04 did not have a material impact on our CFS. We
Follow ASU No. 2019-12, “Income Taxes”
(Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 will simplify the accounting for income
taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and
simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The
Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Company’s CFS. MAIUS
PHARMACEUTICAL CO., LTD. SEPTEMBER
30, 2024 AND 2023 | |
| Basis of presentation | (a)
Basis of Presentation The financial statements of the Company were prepared in accordance with the accounting principles generally accepted in
the United States of America (“U.S. GAAP”). | | | |
| D T Cloud Acquisition Corporation [Member] | | | | |
| Restructuring Cost and Reserve [Line Items] | | | | |
| Use of estimates and assumptions | | ● Use of estimates Use of estimates and assumptions The
preparation of unaudited financial statement in conformity with GAAP requires management to make 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 statement. 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 statement, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. | | ● Use of estimates Use of estimates and assumptions 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. |
| Cash and equivalents | | ● Cash and cash equivalents Cash and equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of September 30, 2024 and December 31, 2023, the cash balance was $ 167,526 69,818 | | |
| 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. | | ● 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. |
| Income Taxes | | ● 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 unaudited 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 unaudited 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 September 30, 2024 and December 31, 2023. 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 periods presented. | | ● Income taxes Income
Taxes Income
taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes DT
CLOUD ACQUISITION CORPORATION NOTES
TO FINANCIAL STATEMENTS 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 December 31, 2023 and 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 years presented. |
| Earnings (loss) Per Share | | ● Net income (loss) per share Earnings (loss) Per Share The
Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share The
net income (loss) per share presented in the unaudited statement of operations is based on the following: SCHEDULE OF NET INCOME PER SHARE
For
the nine For
the nine September
30, 2023
Net income
(loss) $ 1,633,003 $ (5,257 )
For
the three For
the three
Net income
(loss) $ 760,262 $ (5,000 )
Redeemable
Non-Redeemable Ordinary
Share Redeemable. Non-Redeemable Ordinary
Share
For the Nine Months Ended For the Nine Months Ended
September
30, 2024 September
30, 2023
Redeemable
Non-Redeemable Ordinary
Share Redeemable. Non-Redeemable Ordinary
Share
Basic and diluted net income (loss) per share:
Numerators:
Allocation
of net income (loss) including carrying value to redemption value $ 1,200,429 $ 432,574 $ - $ (5,257 )
Allocation of net income
(loss) $ 1,200,429 $ 432,574 $ - $ (5,257 )
Denominators:
Weighted-average shares outstanding 5,540,146 1,996,387 - 1,500,000
Basic and diluted net
income (loss) per share $ 0.22 $ 0.22 $ - $ (0.00 )
Redeemable Ordinary
Share Non-Redeemable Ordinary
Share Redeemable Ordinary
Share Non-Redeemable Ordinary
Share
For the Three Months Ended For the Three Months Ended
September
30, 2024 September
30, 2023
Redeemable Ordinary
Share Non-Redeemable Ordinary
Share Redeemable Ordinary
Share Non-Redeemable Ordinary
Share
Basic and diluted net income (loss) per share:
Numerators:
Allocation
of net income (loss) including carrying value to redemption value $ 585,274 $ 174,988 $ - $ (5,000 )
Allocation of net income
(loss) $ 585,274 $ 174,988 $ - $ (5,000 )
Denominators:
Weighted-average shares outstanding 6,900,000 2,063,000 - 1,500,000
Basic and diluted net
income (loss) per share $ 0.08 $ 0.08 $ - $ (0.00 ) | | ● Net loss per share Earnings (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 |
| Recently issued accounting pronouncements | | ● Recent accounting pronouncements Recently issued accounting pronouncements Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s unaudited financial statements. | | ● Recent accounting pronouncements Recently issued accounting pronouncements In
August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The
update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt
with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible
debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will
be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition
as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including
interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15,
2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 at its inception. The impact to our balance
sheet, statement of operations and cash flows was not material. Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statements. |
| Basis of presentation | | ● Basis of presentation These
accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United
States of America (“U.S. GAAP”) for interim financial statements and Article 8 of Regulation S-X. They do not include all
of the information and notes required by U.S. GAAP for complete financial statements. The unaudited financial statements should be read
in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s
Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made
that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results
as presented are not necessarily indicative of the results to be expected for a full year. | | ● 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 |
| 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 auditor 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 unaudited 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. | | ● 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. |
| Deferred offering costs | | ● Deferred offering costs Deferred
offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet dates that are directly
related to the IPO and that were charged to shareholders’ equity upon the completion of the IPO. | | ● 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. |
| 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. The Company’s ordinary shares feature certain redemption rights
that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as
of September 30, 2024 and December 31, 2023, 6,900,000 0 | | ● 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. |
| 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 Measurements and Disclosures “Fair
value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level
1 - Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in
which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing
basis.
● Level
2 - Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets
or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
● Level
3 - Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing
the asset or liability. | | ● 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 DT
CLOUD ACQUISITION CORPORATION NOTES
TO FINANCIAL STATEMENTS |
| Cash and investment held in trust account | | ● Cash and investment held in trust account As
of September 30, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities
Money Market Funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities
are presented on the unaudited balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change
in fair value of investments held in Trust Account are included in investment income earned on investments held in Trust in the accompanying
unaudited statement of operations. The estimated fair values of investments held in Trust Account are determined using available market
information. As of September 30, 2024 and December 31, 2023, the estimated fair values of investments held in Trust Account were $ 71,516,443 0 | | |
| Concentration of credit risk | | ● Concentration of credit risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution.
The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such
account. | | |
