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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
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.
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