Current Report · Items 3.01, 9.01 · 8-K
DT Cloud Star Acquisition Corporation
DTSQNASDAQEQUITYCurrent
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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…
Filed Jul 20, 2026Accepted Jul 20, 2026, 5:05 PM EDTCIK 2017950Accession 0001493152-26-033932
Company context
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.
Current securities
Disclosure sections
Items 3.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 3.01Item 3.01 - Notice of Delisting
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.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htmEX-99.1
2
ex99-1.htm
EX-99.1
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, 20…
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