DT Cloud Star faces Nasdaq holder-count deficiency

DT Cloud Star Acquisition Corporation reported it is out of compliance with a key Nasdaq listing rule related to shareholder count.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

DT Cloud Star Acquisition Corporation reported it is out of compliance with a key Nasdaq listing rule related to shareholder count. Nasdaq notified the company on April 6, 2026 that it no longer meets Listing Rule 5450(a)(2), which requires at least 400 total holders to remain on the Nasdaq Global Market.

The notice does not immediately affect trading, but the company has 45 days, until May 21, 2026, to submit a plan to regain compliance and could receive up to 180 days from the notice date if Nasdaq accepts that plan. Management is exploring options, including a potential transfer to the Nasdaq Capital Market, but there is no assurance the company will regain or maintain compliance.

Positive

None.

Negative

Nasdaq Global Market noncompliance on holder count — The company has been notified it no longer meets Listing Rule 5450(a)(2) requiring at least 400 total holders, creating a risk of eventual delisting or a down-listing if compliance cannot be restored.

Insights

Nasdaq holder-count deficiency raises listing risk if compliance plan fails.

The company has been informed it no longer satisfies Nasdaq Global Market Listing Rule 5450(a)(2), which requires at least 400 total holders. This is a structural shareholder-base issue rather than a short-term price move, and it can ultimately affect where the shares trade.

The notice is non-immediate: trading continues while the company has 45 days, until May 21, 2026, to submit a remediation plan. If accepted, Nasdaq may allow up to 180 days from the notice date to show compliance, or the company can appeal an adverse decision.

Management also highlights the option of moving to the Nasdaq Capital Market, which has different standards. Actual impact will depend on whether the plan is accepted, whether compliance is restored within the allowed period, and whether a market transfer becomes necessary.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Minimum holders requirement: 400 total holders Plan submission window: 45 calendar days Potential extension period: 180 calendar days +1 more

4 metrics

Minimum holders requirement 400 total holders Nasdaq Listing Rule 5450(a)(2) threshold for Global Market

Plan submission window 45 calendar days Time from April 6, 2026 notice to submit compliance plan, until May 21, 2026

Potential extension period 180 calendar days Maximum extension from date of Deficiency Letter if plan is accepted

Notice date April 6, 2026 Date Nasdaq issued Deficiency Letter on holder-count rule

Key Terms

Listing Rule 5450(a)(2), Minimum Public Holders Rule, Nasdaq Global Market, Nasdaq Capital Market, +1 more

5 terms

Listing Rule 5450(a)(2) regulatory

"the Company is not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”)"

Minimum Public Holders Rule regulatory

"Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires the Company to maintain at least 400 total holders"

Nasdaq Global Market regulatory

"for continued listing on The Nasdaq Global Market. The Deficiency Letter is only a notification of deficiency, not of imminent delisting"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Nasdaq Capital Market regulatory

"The Company may also consider applying for a transfer to The Nasdaq Capital Market (the “Capital Market”)."

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Deficiency Letter regulatory

"received a letter (the “Deficiency Letter”) from the Listing Qualifications Staff of The Nasdaq Stock Market"

FAQ

What Nasdaq rule did DT Cloud Star Acquisition Corporation (DTSQ) fail to meet?

DT Cloud Star Acquisition Corporation failed to meet Nasdaq Listing Rule 5450(a)(2), known as the Minimum Public Holders Rule. This rule requires at least 400 total holders to maintain a listing on the Nasdaq Global Market, and a deficiency can lead to delisting risk.

Does the Nasdaq deficiency notice immediately affect trading in DTSQ shares?

The deficiency notice has no current effect on listing or trading of DTSQ securities. Nasdaq’s letter is a notification that the company is out of compliance, but its shares and related units and rights continue trading on the Nasdaq Global Market while remediation options are pursued.

How long does DT Cloud Star Acquisition Corporation have to regain Nasdaq compliance?

The company has 45 calendar days from the April 6, 2026 notice, until May 21, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the notice date for the company to demonstrate full compliance with Listing Rule 5450(a)(2).

What options does DTSQ have if Nasdaq rejects its compliance plan?

If Nasdaq does not accept the compliance plan, the company can appeal to a Nasdaq Hearings Panel. DT Cloud Star Acquisition Corporation may also consider applying to transfer its listing to the Nasdaq Capital Market, which has different continued listing standards and could provide an alternate venue.

What specific securities of DT Cloud Star Acquisition Corporation trade on Nasdaq?

DT Cloud Star Acquisition Corporation lists several securities on Nasdaq: units under the symbol DTSQU, ordinary shares under DTSQ, and rights under DTSQR. Each right entitles the holder to receive one-ninth of one ordinary share upon satisfactory conditions described by the company.

Is there any guarantee that DTSQ will regain Nasdaq compliance?

There is no guarantee the company will regain compliance with Listing Rule 5450(a)(2) or meet other continued listing standards. While the company intends to submit a remediation plan and explore available options, it explicitly cautions that successful compliance efforts cannot be assured at this time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/09/2026 - 05:00 PM

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 6, 2026

Date of Report (Date of earliest event reported)

DT Cloud Star Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-42167

n/a00-0000000

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Office 51, 10 Fl, 31 Hudson Yards

New York, NY

10001

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (718) 865-2000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share, $0.0001 par value per share, and one Right	DTSQU	The Nasdaq Stock Market LLC
Ordinary Shares	DTSQ	The Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-ninth (1/9) of one Ordinary Share	DTSQR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 6, 2026, DT Cloud Star Acquisition Corporation (the “Company”) received a letter (the “Deficiency Letter”) from the Listing Qualifications Staff of The Nasdaq Stock Market (“Nasdaq”) indicating that based on a shareholder range analysis provided by the Company to Nasdaq dated March 27, 2026, the Company is not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires the Company to maintain at least 400 total holders for continued listing on The Nasdaq Global Market. The Deficiency Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

The Deficiency Letter states that the Company has 45 calendar days, or until May 21, 2026, to submit a plan to regain compliance with Listing Rule 5450(a)(2). If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Deficiency Letter to evidence compliance with Listing Rule 5450(a)(2). If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel. The Company may also consider applying for a transfer to The Nasdaq Capital Market (the “Capital Market”).

The Company is exploring all options to regain compliance with Listing Rule 5450(a)(2) and intends to submit a plan to regain compliance within the required timeframe. Although the Company will use all reasonable efforts to achieve compliance with Rule 5450(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirements.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 9, 2026

DT CLOUD STAR ACQUISITION CORPORATION

By:	/s/ Sam Zheng Sun
Name:	Sam Zheng Sun
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

DT Cloud Star faces Nasdaq holder-count deficiency