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  4. [8-K] DT Cloud Star Acquisition Corp Reports Material Event

Cloud Star Acquisition (NASDAQ: DTSQ) wins Capital Market transfer after Nasdaq delisting notice

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Transfer to Nasdaq Capital Market approved: On July 27, 2026 Nasdaq approved moving Cloud Star’s shares, units and rights to the Nasdaq Capital Market effective July 29, 2026, allowing continued trading under symbols DTSQ, DTSQU and DTSQR.

Negative

  • Nasdaq determination to delist securities: Nasdaq staff decided on July 15, 2026 to delist Cloud Star’s securities for failure to regain compliance, with a stayed trading suspension that had been scheduled for July 24, 2026.
  • Loss of shareholder-count extension: Noncompliance with the minimum 400 total shareholders requirement under Listing Rule 5450(a)(2) and loss of an extension to October 5, 2026 now provide a separate basis for delisting.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Delisting determination date July 15, 2026 Date Nasdaq staff determined to delist Cloud Star’s securities
Appeal deadline July 22, 2026 Last date to request appeal of Nasdaq’s delisting determination
Scheduled trading suspension July 24, 2026 Planned date trading would be suspended absent an appeal
Shareholder minimum 400 total shareholders Minimum holders required under Nasdaq Listing Rule 5450(a)(2)
Extension deadline October 5, 2026 Prior deadline to regain compliance with the shareholder requirement
Transfer approval date July 27, 2026 Date Nasdaq approved transfer to the Nasdaq Capital Market
Capital Market effective date July 29, 2026 Effective date for trading on the Nasdaq Capital Market
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.
Nasdaq Capital Market market
"transfer of the listing ... to the Nasdaq 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.
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.
Nasdaq Listing Rule 5450(a)(2) regulatory
"minimum 400 total shareholders requirement ... under Nasdaq Listing Rule 5450(a)(2)"
Listing Rule 5810(C)(4)(d)(2) regulatory
"Pursuant to Listing Rule 5810(C)(4)(d)(2), the Company is no longer eligible"

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FAQ

What Nasdaq action did Cloud Star Acquisition (DTSQ) disclose?
Cloud Star Acquisition disclosed that Nasdaq staff determined on July 15, 2026 to delist its securities from the Nasdaq Global Market after it failed to regain compliance with a Nasdaq Listing Rule, triggering a formal delisting process.

How is Cloud Star Acquisition (DTSQ) responding to the Nasdaq delisting move?
Cloud Star Acquisition has submitted a timely hearing request to appeal Nasdaq staff’s delisting determination. This hearing request stays the suspension of trading and delays the filing of a Form 25-NSE while the appeal is pending.

What shareholder requirement issue affects Cloud Star Acquisition (DTSQ)?
On April 6, 2026, Nasdaq notified Cloud Star that it failed the minimum 400 total shareholders requirement under Listing Rule 5450(a)(2), and the later withdrawal of an extension creates an additional basis for delisting.

Did Cloud Star Acquisition (DTSQ) receive any compliance extension from Nasdaq?
Based on materials submitted May 29, 2026, Nasdaq granted Cloud Star an extension until October 5, 2026 to regain the minimum shareholder requirement, but under Listing Rule 5810(C)(4)(d)(2) the company is no longer eligible for that extension.

Where will Cloud Star Acquisition (DTSQ) securities trade going forward?
Nasdaq approved transferring Cloud Star’s securities from the Nasdaq Global Market to the Nasdaq Capital Market, effective at the opening of trading on July 29, 2026, under symbols DTSQ, DTSQU and DTSQR.

What was the originally scheduled suspension date for Cloud Star (DTSQ) trading?
Unless appealed, trading of Cloud Star’s securities was to be suspended at the opening of business on July 24, 2026, with a Form 25-NSE to remove its securities from Nasdaq listing and registration.
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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 27, 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 8.01 Other Events.

 

DT Cloud Star Acquisition Corporation (the “Company”), as previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 20, 2026, received written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on July 15, 2026 stating that the Staff had determined to delist the Company’s securities due to the Company’s failure to regain 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.

 

On July 27, 2026, the Company received notice that Nasdaq approved the transfer of the listing of the Company’s ordinary shares, units and rights from the Nasdaq Global Market to the Nasdaq Capital Market, effective at the opening of trading on July 29, 2026. The Company’s securities continue to trade under the symbols “DTSQ,” “DTSQU” and “DTSQR,” respectively.

 

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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: July 30, 2026

 

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

 

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Source: View Original Filing on SEC EDGAR

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