DT Cloud Star Acquisition Corp

Previous wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

ThisQuarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

Our Units started to be listed on The Nasdaq Global Market (the “Nasdaq”) and began trading under the ticker symbol “DTSQU” on July 25, 2024. Each of the Ordinary Shares and Rights may trade separately on the 52nd day after the date of our final prospectus dated July 24, 2024 (the “Prospectus”), unless the underwriters determine that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular). Those Units not separated will continue to trade on Nasdaq under the symbol “DTSQU,” and each of the Ordinary Shares and Rights that are separated will trade on Nasdaq under the symbols “DTSQ” and “DTSQR,” respectively.

Current wording

Our Units started to be listed on The Nasdaq Global Market (the “Nasdaq”) and began trading under the ticker symbol “DTSQU” on July 25, 2024. On September 12, 2024, we announced that the holders of the Units may elect to separately trade the underlying component securities of the Units commencing on September 16, 2024. Those Units not separated continue to trade on Nasdaq under the symbol “DTSQU,” and each of the Ordinary Shares and Rights that have been separated trade on Nasdaq under the symbols “DTSQ” and “DTSQR,” respectively.

Previous wording

For the six months ended June 30, 2024, cash used by operating activities was $268,815, primarily due to deferred offering costs. As of June 30, 2024, we had cash at bank of $0 and cash in escrow of $0.

Current wording

For the nine months ended September 30, 2024, cash used by operating activities was $163,331, primarily due to prepayment of formation and operational costs. Net cash used in investing activates was $69,000,000 to invest the cash in a trust account established for the benefit of our public stockholders, with Wilmington Trust National Association acting as trustee. Net cash provided by financing activities was $69,608,181, primarily due to the consummation the IPO of 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000 and the proceeds from sale of units to the founder in private placement generating total gross proceeds of $2,069,000. Offering cost amounted to $1,485,819, consisting of $1,035,000 of underwriting commissions and $450,819 of other offering costs. As of September 30, 2024, we had cash at bank of $444,850.

Previous wording

On December 31, 2023, we issued an unsecured promissory note to the Sponsor, which was amended and restated on April 25, 2024, pursuant to which we may borrow up to an aggregate principal amount of $300,000 (the “Promissory Note”). The Promissory Note is non-interest-bearing, and the principal under the Promissory Note is payable on the earlier of (1) December 31, 2024 and (2) the date on which we consummate the initial public offering of our securities or the date on which we determine not to conduct an initial public offering of our securities. As of June 30, 2024, March 31, 2024, and December 31, 2023, the principal amount due under the Promissory Note were $268,815, $89,500, and $0, respectively.

Current wording

On October 28, 2024, we issued an unsecured promissory note to the Sponsor, pursuant to which we may borrow up to an aggregate principal amount of $300,000 (the “Promissory Note”). The Promissory Note is non-interest-bearing, and the principal under the Promissory Note is payable on the date which we consummate an initial business combination.

Previous wording

Our entire activity since inception up to June 30, 2024 related to our formation, the preparation for the initial public offering, and since the closing of the initial public offering, the search for a prospective initial business combination. We will not be generating any operating revenues until the closing and completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest income from the amount held in the Trust Account.

Current wording

We have neither engaged in any operations nor generated any revenue to date. Our entire activity since inception through September 30, 2024 related to our formation, the preparation for the initial public offering, and since the closing of the initial public offering, the search for a prospective initial business combination. We do not expect to generate any operating revenues until the closing and completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest income from the amount held in the trust account. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with search for, and completing, a business combination.