Guojian Chen
About Guojian Chen
Guojian Chen, age 32, is Chief Executive Officer, Chief Financial Officer, and a Director of DT Cloud Acquisition Corporation (ticker: DYCQ). He was appointed CEO on June 10, 2025, and continues to serve concurrently as CFO and Director . His background is in finance and SPAC operations: he serves as CFO and Director of Alpha Star Acquisition Corp (Nasdaq: ALSA), was previously an independent director of Venus Acquisition Corp (now MicroAlgo Inc., Nasdaq: MLGO), and has board secretariat and investment roles in China; he holds a Bachelor of Management (Renmin University of China, 2015) and a Master of Finance (University of Chinese Academy of Sciences, 2018) . DT Cloud is a blank check company without operating revenues, so company-level TSR, revenue, or EBITDA growth metrics tied to his tenure are not disclosed in filings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Venus Acquisition Corporation (now MicroAlgo Inc., MLGO) | Independent Director | Feb 2021 – Dec 2022 | Governance/oversight for a SPAC that later became MLGO . |
| Beijing Zhongqixinhe Enterprise Management Consulting Co., Ltd. | Director | May 2019 – May 2020 | Financial advisory (financial, real estate, TMT focus) . |
| Zhongrong Huitong Investment Fund Management (Zhuhai) Co., Ltd. | Analyst | Jul 2018 – May 2019 | Investment analysis at an investment fund . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alpha Star Acquisition Corp (Nasdaq: ALSA) | Chief Financial Officer and Director | Mar 2021 – present | SPAC CFO/Director . |
| Beijing ChinaReel Art Exchange Inc. | Secretary of the Board | May 2020 – present | Copyright operator focused on high-quality video content . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | $0 (no compensation to officers/directors) | $0 (no compensation to officers/directors) |
| Target bonus (%) | Not disclosed pre-business combination | Not disclosed pre-business combination |
| Actual bonus paid ($) | $0 | $0 |
| Admin support fee to sponsor affiliate (company-level) | $10,000/month while listed until business combination or liquidation | $10,000/month while listed until business combination or liquidation |
Filings state no cash or equity compensation is paid to officers/directors before completion of the initial business combination. Any post-combination pay would be set by a board-level compensation committee comprised solely of independent directors .
Performance Compensation
| Incentive type | FY 2023 | FY 2024 | Performance metrics | Payout/Vesting |
|---|---|---|---|---|
| Annual cash incentive | Not applicable pre-business combination | Not applicable pre-business combination | Not applicable | None |
| Equity awards (RSUs/PSUs/Options) | Not applicable pre-business combination | Not applicable pre-business combination | Not applicable | None |
Clawback: DT Cloud has adopted an Exchange Act Rule 10D-1 compliant Compensation Recovery Policy applying to Section 16 officers; it mandates recovery of erroneously awarded incentive-based compensation upon an accounting restatement, with methods including repayment, offset, and award cancellation .
Equity Ownership & Alignment
| Holder | Shares beneficially owned | % Outstanding | Notes |
|---|---|---|---|
| Guojian Chen | — (no beneficial ownership disclosed) | — | Executive director; dual-role CEO & CFO |
| DT Cloud Capital Corp. (Sponsor) | 1,959,500 | 67.7% | Sponsor founder/PP units; control position at record date of 2,895,415 shares outstanding |
| All directors/executive officers as a group | — | — | No ordinary shares beneficially owned by named individuals |
- Pledging/hedging: Not disclosed. Stock ownership guidelines: Not disclosed. Options/RSUs: None disclosed pre-business combination .
Employment Terms
- Appointment and roles: Appointed CEO effective June 10, 2025; concurrently serves as CFO and Director .
- Employment agreements/severance/CoC: Filings state the company is not party to agreements providing termination benefits for executive officers prior to business combination; no executive compensation paid pre-business combination .
- Clawback policy: Applies to Section 16 officers; recovery of excess incentive-based compensation following an accounting restatement .
- Indemnification/D&O insurance: Company provides contractual indemnification and maintains D&O insurance for officers and directors .
Board Governance
| Item | Status |
|---|---|
| Board role | Director (executive; not independent) . |
| Audit Committee | Members: Michael D. Osowski, Olivia W. He (Chair; Audit Committee Financial Expert), Thomas T. Stout – all independent . |
| Compensation Committee | Members: Michael D. Osowski (Chair), Olivia W. He, Thomas T. Stout – all independent . |
| Nominating/Corporate Governance Committee | Members: Michael D. Osowski, Olivia W. He, Thomas T. Stout (Chair) – all independent . |
| Committee roles for Chen | None disclosed (committees composed solely of independent directors) . |
Related Party Interests and Transactions (context for incentives)
- Admin support fee: Company pays $10,000/month to an affiliate of the sponsor for office space, utilities, and admin support while listed until business combination or liquidation .
- Sponsor loans: Sponsor/officers/directors or affiliates may loan funds; up to $300,000 of such notes may convert into additional private placement units at $10.00 per unit at the lender’s discretion if the business combination closes .
- Insider redemption waivers/voting: Directors/executive officers and sponsor waived redemption rights and expect to vote in favor of extension/related proposals; sponsor and affiliates may purchase public shares; sponsor’s founder and private units would expire worthless if no business combination is completed .
Capital Base and Timeline Developments under Chen’s Tenure
- CEO/CFO signed and filed June 2025 8-K announcing his appointment and certifies Q2 2025 10-Q as PEO and PFO .
- Extension program: Board sought and shareholders approved multiple extensions of the combination period and a waiver of monthly extension fees, enabling up to 36 months from IPO closing without sponsor deposits (potentially until February 23, 2027) .
- Redemptions: In August 2025, 689,033 ordinary shares were redeemed at approximately $11.00 per share (aggregate ~$7.58 million) in connection with an extension vote .
- Listing compliance: Company filed an 8-K regarding notice of delisting or failure to satisfy continued listing standards; management stated it would monitor compliance and evaluate options including potential transfer to the Nasdaq Capital Market .
Investment Implications
- Alignment and incentives: Chen has no disclosed personal beneficial ownership of ordinary shares; the sponsor controls 67.7% of outstanding shares and stands to benefit if a deal closes even if public share value declines, reflecting typical SPAC incentive dynamics . The absence of pre-deSPAC executive pay reduces direct pay-for-performance linkage prior to a combination .
- Governance checks: Dual CEO/CFO role concentrates authority, but all key board committees are fully independent; the audit chair (Olivia He) is designated as an audit committee financial expert, providing oversight counterweights .
- Timeline/float risk: Extensions and the waiver of monthly extension fees relieve sponsor funding pressure and extend the runway to complete a deal (up to Feb 23, 2027), but redemptions at ~$11 reduce public float and can increase post-merger volatility and execution pressure to consummate a transaction within the extended window .
- Protections: A Rule 10D-1 compliant clawback policy is in place for Section 16 officers; indemnification and D&O insurance are maintained, standard for SPACs .
Note: Pre-business combination, DT Cloud pays no compensation to officers/directors and provides no severance/change-in-control benefits; therefore, detailed compensation metrics, vesting schedules, and ownership guidelines are not disclosed at this stage .