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DT Cloud Star Acquisition Corp (DTSQ) SEC Filings

DTSQ NASDAQ
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DT Cloud Star Acquisition Corp (DTSQ) reported that on September 21, 2026, its IPO sponsor, DT Cloud Star Management Limited, deposited an extension payment of $75,000 into the company’s trust account. This payment extends the deadline to complete an initial business combination by one month, to September 26, 2026.

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DT Cloud Star Acquisition Corp. (DTSQ) is calling an annual general meeting on October 1, 2026 to ask shareholders to elect five directors, ratify its auditor, amend its trust agreement, amend its charter, and approve a potential adjournment of the meeting.

The core items would extend the deadline to complete a business combination from October 26, 2026 to October 26, 2027, via up to 12 one‑month extensions funded by the sponsor at $0.033 per remaining public share per month as loans into the trust. Public shareholders may redeem their shares in connection with these amendments for their pro rata share of the trust.

As of September 11, 2026, the trust held about $18.91 million, or $10.98 per share, versus a market price of $11.49. The sponsor and affiliates own about 52.9% of outstanding shares and have waived liquidation rights on founder and private placement shares and agreed to cover excise tax and dissolution expenses outside the trust. The company discloses that extending beyond 36 months from its IPO could trigger a Nasdaq delisting if no business combination is completed.

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DT Cloud Star Acquisition Corp (DTSQ) is asking shareholders to approve a one‑year extension of its SPAC life and related governance items at its 2026 annual meeting. The company currently must complete a business combination by October 26, 2026; a Trust Amendment and Charter Amendment would allow monthly extensions up to October 26, 2027.

For each one‑month extension, the sponsor (or designee) would loan an amount equal to $0.033 per remaining public share, deposited into the Trust Account, for up to 12 months, repayable only if a business combination is completed. Public shareholders may elect to redeem their shares for a pro rata portion of the Trust Account in connection with the amendment votes, regardless of how they vote or when they bought shares, and would retain redemption rights for any later business combination or for a final liquidation if no deal is completed.

The board also seeks approval to elect five directors, ratify Elite CPA P.C. as auditor for 2026, and authorize potential adjournment of the meeting if more time is needed to solicit votes. The sponsor holds about 52.9% of outstanding ordinary shares and has waived liquidation rights on its founder and private placement shares.

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DT Cloud Star Acquisition Corp (DTSQ) reported that on August 20, 2026 it deposited $75,000 into its Trust Account to extend the deadline to complete an initial business combination to August 26, 2026. Under the amended Investment Management Trust Agreement with Wilmington Trust National Association, the company may extend the business combination deadline for up to 12 months from October 26, 2025 to October 26, 2026 by depositing $75,000 for all remaining public shares for each one-month extension.

The company previously borrowed $75,000 from DT Cloud Star Management Limited under an unsecured promissory note dated October 23, 2025, with the Sponsor depositing that amount into the Trust Account for an extension to November 26, 2025. Subsequent Trust Account deposits included $75,000 on November 28, 2025, $75,000 on January 6, 2026, $150,000 on March 16, 2026, $225,000 on July 10, 2026, and $75,000 on July 14, 2026, each tied to one-month business combination deadline extensions.

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DT Cloud Star Acquisition Corp (DTSQ) reported an administrative change to its corporate contact details. Effective August 17, 2026, the company’s principal executive and mailing address was changed to 25 Christopher Columbus Dr, Apt 4411, Jersey City, NJ 07302. The Nasdaq-listed units, ordinary shares, and rights continue trading under the symbols DTSQU, DTSQ, and DTSQR, respectively. The report was signed by Chief Executive Officer Sam Zheng Sun.

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Cloud Star Acquisition Corporation is a Cayman Islands special purpose acquisition company that raised $69,000,000 in its July 2024 IPO and holds its public proceeds in a Trust Account. As of June 30, 2026, the Trust Account balance was $18,421,078, reflecting prior redemptions, with 1,652,509 redeemable ordinary shares and 2,000,900 non‑redeemable shares outstanding, for a total of 3,653,409 ordinary shares.

For the quarter ended June 30, 2026, the company reported net income of $35,535, down from $631,498 a year earlier, and a six‑month net loss of $74,754 versus prior‑year profit of $1,261,782. Results were driven by operating costs of $394,383 and general and administrative expenses of $60,000, partially offset by lower interest and unrealized gains of $319,629 from Trust investments. Cash outside the Trust was only $341, and the working capital deficit was $980,611, with $1,001,144 due to the sponsor.

On February 2, 2026, Cloud Star entered into a Business Combination Agreement with PrimeGen US, Inc., under which the post‑merger Purchaser would issue stock valued against a base purchase price of $1,489,800,000 and grant 1,931,900 Non‑Redemption Warrants, through a redomestication and subsequent merger structure. The transaction remains subject to shareholder and regulatory approvals. The company has extended its combination deadline via monthly sponsor‑funded deposits totaling $375,000, and must complete a business combination by October 26, 2026 or redeem all public shares and liquidate. Management discloses substantial doubt about its ability to continue as a going concern. After quarter‑end, its listing was transferred from the Nasdaq Global Market to the Nasdaq Capital Market, with trading symbols unchanged.

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Cloud Star Acquisition Corporation reports that Nasdaq staff determined on July 15, 2026 to delist its securities from the Nasdaq Global Market after the company did not regain compliance with a Nasdaq Listing Rule. The company has submitted a timely hearing request, which stays the planned trading suspension and delisting process.

Separately, Nasdaq had previously notified Cloud Star on April 6, 2026 that it failed the minimum 400 total shareholders requirement under Listing Rule 5450(a)(2); an extension to October 5, 2026 was later revoked under Listing Rule 5810(C)(4)(d)(2), creating an additional basis for delisting. On July 27, 2026, Nasdaq approved transferring the company’s ordinary shares, units and rights from the Nasdaq Global Market to the Nasdaq Capital Market, effective July 29, 2026, where they continue trading under the symbols DTSQ, DTSQU and DTSQR.

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DT Cloud Star Acquisition Corporation reports that on July 15, 2026 Nasdaq Listing Qualifications Staff issued a determination to delist its securities from the Nasdaq Global Market. This follows a January 15, 2026 notice that, based on its Market Value of Listed Securities over November 21, 2025 to January 6, 2026, the company failed the Nasdaq Listing Rule 5450(b)(2)(A) requirement to maintain a minimum MVLS of $50,0000,000. Nasdaq had granted a 180‑day compliance period through July 14, 2026, but the company did not regain compliance.

Nasdaq indicated the securities would be delisted and, absent an appeal request by July 22, 2026, trading would be suspended at the open on July 24, 2026 with a Form 25‑NSE to remove the securities from listing and registration. The company has submitted a timely hearing request, which stays the suspension while the appeal is pending.

Separately, on April 6, 2026 the company was notified it did not meet the minimum 400 total shareholders requirement under Nasdaq Listing Rule 5450(a)(2). An extension to regain compliance was granted until October 5, 2026, but under Listing Rule 5810(C)(4)(d)(2) the company is no longer eligible for that extension, creating an additional independent basis for delisting. DT Cloud Star is a blank check special purpose acquisition company.

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DT Cloud Star Acquisition Corporation, a Cayman Islands blank check company, filed an amended annual report describing its SPAC structure, risks and a pending merger with PrimeGen US, Inc. The Business Combination Agreement values the PrimeGen transaction at a Purchase Price of $1,489,800,000, subject to warrant and option adjustments based on the redemption price.

The company raised $69,000,000 in its July 2024 IPO of 6,900,000 units at $10.00 each, all placed in a trust account, and an additional $2,069,000 from a private placement of 206,900 units. Public shareholders can redeem at least $10.00 per share if no combination is completed by October 26, 2026, after monthly extension deposits of $75,000. The filing flags substantial doubt about the company’s ability to continue as a going concern because it has no revenues and limited cash outside the trust while it pursues the PrimeGen merger.

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FAQ

How many DT Cloud Star Acquisition (DTSQ) SEC filings are available on StockTitan?

StockTitan tracks 39 SEC filings for DT Cloud Star Acquisition (DTSQ), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for DT Cloud Star Acquisition (DTSQ)?

The most recent SEC filing for DT Cloud Star Acquisition (DTSQ) was filed on September 22, 2026.