Form SC 13G - Statement of Beneficial Ownership by Certain Investors

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

DT Cloud Acquisition Corporation

(Name of Issuer)

Ordinary Shares, par value of $0.0001 per share

(Title of Class of Securities)

G28524117

(CUSIP Number)

September 30, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)
☐	Rule 13d-1(c)
☒	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. G28524117

1.	Names of Reporting Persons. DT Cloud Capital Corp.
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization British Virgin Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,959,500 ordinary shares (See Item 4)

Shared Voting Power

Sole Dispositive Power

1,959,500 ordinary shares (See Item 4)

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,959,500 ordinary shares (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 21.9% (See Item 4)
14.	Type of Reporting Person (See Instructions) OO

Item 1(a).

Name of Issuer:

DT Cloud Acquisition Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices:

30 Orange Street, London, United Kingdom, WC2H 7HF.

Item 2(a).

Name of Person Filing:

DT Cloud Capital Corp.

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands

Item 2(c).

Citizenship:

British Virgin Islands

Item 2(d).

Title of Class of Securities:

ordinary shares, par value US$0.0001 per share (“Ordinary Shares”)

Item 2(e).

CUSIP No.:

G2853N 10

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:

Not applicable

Item 4.

Ownership

The following information with respect to the ownership of the Ordinary Shares by each of the reporting persons is provided as of September 30, 2024:

Reporting person

Amount beneficially

owned:

Percent of

class⁽¹⁾

Sole power to vote or direct the vote:

Shared

power to

vote or to

direct the

vote:

Sole power to dispose or to

direct the disposition of:

Shared power to dispose or to

direct the disposition of:

DT Cloud Capital Corp.

1,959,500

(2)

21.9

1,959,500

(2)

1,959,500

(2)

(1)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 8,963,000 Ordinary Shares issued as of September 30, 2024.

(2)

Represents shares held of record by DT Cloud Capital Corp. Infinity-Star Holdings Limited holds 20% of the outstanding shares of DT Cloud Capital Corp. Mr. Ip Ping Ki holds 80% of the outstanding shares of DT Cloud Capital Corp.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certifications

Not applicable

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 22, 2024