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DT Cloud Star Acquisition (NASDAQ: DTSQ) warned over potential Nasdaq delisting

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Nasdaq delisting risk: Staff has issued a determination to delist the company’s securities after failures to meet the $50,0000,000 Market Value of Listed Securities test and the 400 shareholder requirement, putting its Nasdaq Global Market listing in jeopardy despite a stayed suspension pending a hearing.

Insights

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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 or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Minimum Market Value of Listed Securities $50,0000,000 Nasdaq Listing Rule 5450(b)(2)(A) MVLS requirement for continued listing
MVLS measurement period November 21, 2025 to January 6, 2026 Period Nasdaq used to assess compliance with MVLS requirement
Compliance period length 180 calendar days Time allowed through July 14, 2026 to regain MVLS compliance
Appeal request deadline July 22, 2026 Last day to request a hearing to appeal the delisting determination
Potential trading suspension date July 24, 2026 Date Nasdaq indicated trading would be suspended absent an appeal
Minimum shareholder requirement 400 total shareholders Nasdaq Listing Rule 5450(a)(2) continued inclusion threshold
Shareholder compliance extension date October 5, 2026 Extended deadline originally granted to regain the 400 shareholder requirement
Market Value of Listed Securities financial
"based on its Market Value of Listed Securities (“MVLS”) for the period"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
Form 25-NSE regulatory
"a Form 25-NSE will be filed with the Securities and Exchange Commission"
Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.
blank check company financial
"The Company is a blank check company, also commonly referred to as a special purpose"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
special purpose acquisition company financial
"also commonly referred to as a special purpose acquisition company, or SPAC, formed for"
A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.
continued listing requirement regulatory
"no longer met the continued listing requirement of Nasdaq under Listing Rule 5450(b)(2)(A)"
Rules a stock exchange sets that a publicly traded company must follow to keep its shares listed, such as minimum share price, market value, shareholder equity, and timely financial reporting. These rules matter to investors because failing them can lead to removal from the exchange, which can make shares harder to buy or sell and often lowers their value — like a club with membership requirements where losing eligibility restricts access and signals trouble.
Nasdaq Global Market market
"its securities will be delisted from The Nasdaq Global Market"
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.

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

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FAQ

Why did DT Cloud Star Acquisition Corporation (DTSQ) receive a Nasdaq delisting determination?

Nasdaq staff issued a delisting determination because DT Cloud Star Acquisition Corporation failed to meet key continued listing standards. It did not satisfy the $50,0000,000 Market Value of Listed Securities requirement and also fell short of the minimum 400 total shareholders threshold under Nasdaq rules.

What Nasdaq market value requirement did DTSQ fail to meet?

DT Cloud Star Acquisition Corporation did not meet Nasdaq Listing Rule 5450(b)(2)(A), which requires a minimum Market Value of Listed Securities of $50,0000,000. Nasdaq evaluated this over the period from November 21, 2025 to January 6, 2026 before finding the company non‑compliant.

When could trading in DTSQ securities be suspended on Nasdaq?

Nasdaq indicated trading in DT Cloud Star Acquisition Corporation securities would be suspended at the opening of business on July 24, 2026 if no appeal were requested. The company has submitted a timely hearing request, which currently stays the trading suspension while the appeal is considered.

What shareholder count requirement is affecting DTSQ’s Nasdaq listing?

Nasdaq notified DT Cloud Star Acquisition Corporation on April 6, 2026 that it did not comply with the minimum 400 total shareholders requirement under Listing Rule 5450(a)(2). Although Nasdaq extended the deadline to October 5, 2026, the company is no longer eligible for that extension, creating a separate delisting basis.

Has DTSQ appealed Nasdaq’s delisting determination?

DT Cloud Star Acquisition Corporation has submitted a timely hearing request in response to Nasdaq’s July 15, 2026 delisting determination letter. This appeal request stays the previously indicated July 24, 2026 trading suspension while a Nasdaq hearings panel reviews the company’s case.

What type of company is DT Cloud Star Acquisition Corporation (DTSQ)?

DT Cloud Star Acquisition Corporation is a blank check company, also known as a special purpose acquisition company (SPAC). It was formed to complete a merger or similar business combination with one or more businesses in industries that complement its management team’s background.
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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

 

July 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

(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.

 

As previously disclosed, on January 15, 2026, DT Cloud Star Acquisition Corporation (the “Company”) was notified by the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market (“Nasdaq”) 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 met the continued listing requirement of Nasdaq under Listing Rule 5450(b)(2)(A), to maintain a minimum MVLS of $50,0000,000. In accordance with Listing Rule 5810(c)(3)(C), Nasdaq 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.

 

On July 15, 2026, the Company received a letter (the “Delist Determination Letter”) from Staff notifying that it had not regained compliance with Nasdaq Listing Rule. Accordingly, its securities will be delisted from The Nasdaq Global Market. In that regard, unless the Company requests an appeal of this determination by July 22, 2026, trading of the Company’s will be suspended at the opening of business on July 24, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. The Company has timely submitted its hearing request, which will stay the suspension.

 

Additionally, on April 6, 2026, the Company was notified by Staff that it did not comply with the minimum 400 total shareholders requirement for continued inclusion under Nasdaq Listing Rule 5450(a)(2). Based on the review of materials submitted by the Company on May 29, 2026, Nasdaq granted the Company’s request for an extension until October 5, 2026 to regain compliance with this requirement. Pursuant to Listing Rule 5810(C)(4)(d)(2), the Company is no longer eligible for the terms of extension. This matter serves as an additional and separate basis for delisting the Company’s securities from The Nasdaq Stock Market.

 

The Company issued a press release on July 20, 2026, announcing that it had received the Delist Determination Letter. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits:

 

Exhibit No.   Description
99.1   Press release dated July 20, 2026
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: July 20, 2026

 

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

 

 

 

Exhibit 99.1

 

DT Cloud Star Acquisition Corporation Receives Nasdaq Delist Determinization Letter

 

New York, New York, July 20, 2026 (GLOBE NEWSWIRE) -- DT Cloud Star Acquisition Corporation (Nasdaq: DTSQU, DTSQ, DTSQR) (the “Company”) a newly organized blank check company incorporated in the Cayman Islands as a business company, today announced that on July 15, 2026, it received a delist determination letter (the “Delist Determination Letter”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that unless the Company requests an appeal of this determination by July 22, 2026, trading of the Company’s will be suspended at the opening of business on July 24, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. The Company has timely submitted its hearing request, which will stay the suspension.

 

On January 15, 2026 the Company was notified by Staff 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 met the continued listing requirement of Nasdaq under Listing Rule 5450(b)(2)(A), to maintain a minimum MVLS of $50,0000,000. In accordance with Listing Rule 5810(c)(3)(C), Nasdaq 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.

 

On July 15, 2026, the Company received the Delist Determination Letter notifying that it had not regained compliance with Listing Rule. Accordingly, its securities will be delisted from The Nasdaq Global Market. In that regard, unless the Company requests an appeal of this determination by July 22, 2026, trading of the Company’s will be suspended at the opening of business on July 24, 2026, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

 

Additionally, on April 6, 2026, the Company was notified by Staff that it did not comply with the minimum 400 total shareholders requirement for continued inclusion under Nasdaq Listing Rule 5450(a)(2). Based on the review of materials submitted by the Company on May 29, 2026, Nasdaq granted the Company’s request for an extension until October 5, 2026 to regain compliance with this requirement. Pursuant to Listing Rule 5810(C)(4)(d)(2), the Company is no longer eligible for the terms of extension. This matter serves as an additional and separate basis for delisting the Company’s securities from The Nasdaq Stock Market.

 

About DT Cloud Star Acquisition Corporation

 

The Company is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on industries that complement its management team’s background. The Company is led by Mr. Sam Zheng Sun, the Company’s Chief Executive Officer, and Mr. Kenneth Lam, the Company’s Chief Financial Officer.

 

Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the compliance with Nasdaq rules and the hearing request. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2026. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

CONTACT:

 

Sam Sun. Email: sam.sun@dstarspac.com

 

 

Filing Exhibits & Attachments

5 documents