Nasdaq flags DT Cloud Star (NASDAQ: DTSQ) for low market value

Rhea-AI Filing Summary

DT Cloud Star Acquisition Corporation reported that it received a Nasdaq deficiency notice on January 15, 2026 because its Market Value of Listed Securities was below the $50,000,000 minimum required under Nasdaq Listing Rule 5450(b)(2)(A). The company has 180 days, until July 14, 2026, for its market value to close at or above $50,000,000 for at least ten consecutive business days to regain compliance. If it fails to do so, its securities may be subject to delisting, though it could appeal to a hearings panel or seek a transfer to the Nasdaq Capital Market. The company states it is evaluating options and intends to use reasonable efforts to regain compliance but acknowledges there is no assurance it will succeed.

Insights

Equity & Listing Standards Analyst

Nasdaq warns DT Cloud Star on falling below MVLS threshold.

DT Cloud Star Acquisition Corporation disclosed that Nasdaq notified it on January 15, 2026 that it no longer meets the Market Value of Listed Securities requirement under Rule 5450(b)(2)(A), which mandates at least $50,000,000. This means the aggregate market value of its listed securities has been too low over the review period from November 21, 2025 to January 6, 2026.

Nasdaq granted a 180‑day compliance window, through July 14, 2026, during which the company must achieve MVLS of at least $50,000,000 for ten consecutive business days. If it does not, its securities become subject to delisting, though the company may appeal to a hearings panel or apply to move to the Nasdaq Capital Market.

The company says it is evaluating options and intends to regain compliance, but explicitly notes there is no assurance it will meet the standard or satisfy other continued listing requirements. This introduces a clear risk around future trading venue and liquidity for shareholders, contingent on market value performance and any steps the company takes within the allowed period.

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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

January 15, 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/a 00-0000000
(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 January 15, 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”) notifying the Company that based on its Market Value of Listed Securities (“MVLS”) for the period from November 21, 2025 to January 6, 2026, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5450(b)(2)(A), to maintain a minimum MVLS of $50,0000,000.

Nasdaq has provided the Company with a compliance period of 180 calendar days, or until July 14, 2026, in which to regain compliance with Nasdaq continued listing requirement. Nasdaq will provide written confirmation of compliance to the Company and close this matter if the Company’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days during this compliance period. In the event the Company does not regain compliance prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting, in which situation the Company may appeal the delisting determination to a Hearings Panel. The Company may also consider applying for a transfer to The Nasdaq Capital Market (the “Capital Market”).

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5450(b)(2)(A), 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 requirement.

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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: January 20, 2026

DT CLOUD STAR ACQUISITION CORPORATION
By:	/s/ Sam Zheng Sun
Name:	Sam Zheng Sun
Title:	Chief Executive Officer

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FAQ

Why did DT Cloud Star Acquisition Corporation (DTSQ) receive a Nasdaq deficiency notice?

DT Cloud Star Acquisition Corporation received a Nasdaq deficiency notice on January 15, 2026 because its Market Value of Listed Securities was below the required $50,000,000 minimum under Nasdaq Listing Rule 5450(b)(2)(A) over the period from November 21, 2025 to January 6, 2026.

How long does DTSQ have to regain compliance with Nasdaq listing requirements?

Nasdaq granted DT Cloud Star Acquisition Corporation a 180 calendar day compliance period, until July 14, 2026, to regain compliance by having its Market Value of Listed Securities close at or above $50,000,000 for at least ten consecutive business days.

What happens if DT Cloud Star Acquisition Corporation does not regain Nasdaq compliance by July 14, 2026?

If DT Cloud Star Acquisition Corporation does not regain compliance by July 14, 2026, Nasdaq may notify the company that its securities are subject to delisting. The company could then appeal the determination to a Nasdaq Hearings Panel and may also consider applying to transfer its listing to the Nasdaq Capital Market.

What listing rule is DT Cloud Star Acquisition Corporation currently failing to meet?

DT Cloud Star Acquisition Corporation is not meeting the continued listing requirement under Nasdaq Listing Rule 5450(b)(2)(A), which requires a minimum Market Value of Listed Securities of $50,000,000 to maintain its current Nasdaq listing tier.

Is DT Cloud Star Acquisition Corporation taking steps to address the Nasdaq deficiency notice?

DT Cloud Star Acquisition Corporation states that it is evaluating options to regain compliance and intends to use reasonable efforts to meet Nasdaq’s continued listing requirement, while cautioning that there is no assurance it will be able to regain or maintain compliance.

Which securities of DT Cloud Star Acquisition Corporation trade on Nasdaq and are affected by listing compliance?

DT Cloud Star Acquisition Corporation lists its units (each consisting of one ordinary share and one right) under the symbol DTSQU, its ordinary shares under DTSQ, and its rights under DTSQR on The Nasdaq Stock Market LLC.