DT Cloud Star Acquisition Corp

Previous wording

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to DT Cloud Star Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to DT Cloud Star Management Limited. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Current wording

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to DT Cloud Star Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to DT Cloud Star Management Limited. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Previous wording

Simultaneously with the closing of our initial public offering on July 26, 2024, we consummated the private placement with the Sponsor of 206,900 private units at a price of $10.00 per private unit, generating total gross proceeds of $2,069,000. As of July 26, 2024, a total of $69,000,000 of the net proceeds from our initial public offering were deposited in a trust account established for the benefit of our public stockholders, with Wilmington Trust National Association acting as trustee.

Current wording

Simultaneously with the closing of our initial public offering on July 26, 2024, we consummated the private placement with DT Cloud Star Management Limited, the sponsor (“Sponsor”), of 206,900 private units at a price of $10.00 per private unit, generating total gross proceeds of $2,069,000. As of July 26, 2024, a total of $69,000,000 of the net proceeds from our initial public offering were deposited in a trust account established for the benefit of our public stockholders, with Wilmington Trust National Association acting as trustee.

Previous wording

On September 30, 2025, the Company had negative working capital of $53,347, excluding deferred underwriting commissions andthe available cash held in the Trust Account for marketable securities, which indicated a lack of liquidity it needed to sustain operations for a reasonable period of time, which was considered to be one year from the issuance of the financial statements.

Current wording

On March 31, 2026, the Company had working capital deficit of $854,550, excluding deferred underwriting commissions and the available cash held in the Trust Account for marketable securities, which indicated a lack of liquidity it needed to sustain operations for a reasonable period of time, which was considered to be one year from the issuance of the financial statements.

Previous 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 is non-interest-bearing and payable on the consummation of the initial business combination or converted upon consummation of the business combination into additional private units at a price of $10.00 per unit. On July 29, 2025, we entered into a letter agreement to the Promissory Note with the Sponsor, pursuant to which we and the Sponsor agreed to terminate the Promissory Note and confirmed that the outstanding amount that we borrowed under the Promissory Note was nil. As of September 30, 2025, the principal amount due and owing under the Promissory Note was nil.

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 payable on the consummation of the initial business combination or converted upon consummation of the business combination into additional private units at a price of $10.00 per unit. On July 29, 2025, we entered into a Letter Agreement to the Working Capital Loan Note (the “Letter Agreement”) with the sponsor, pursuant to which we and the sponsor agreed to terminate the Working Capital Loan Note and confirmed that the outstanding amount that we borrowed under the Promissory Note was $nil.

Previous wording

For the three months ended September 30, 2025, we had net income of $582,964, which consisted of operating costs of $169,080, offset by interest and dividends earned on marketable securities held in the operating account and Trust Account of $752,044. For the nine months ended September 30, 2025, we had net income of $1,844,746, which consisted of operating costs of $392,650, offset by interest and dividends earned on marketable securities held in the operating account and Trust Account of $2,237,396.

Current wording

For the three months ended March 31, 2026, we had net loss of $110,289, which consisted of operating costs of $268,316, offset by interest and dividends earned on marketable securities held in the operating account and Trust Account of $158,027. For the three months ended March 31, 2025, we had net income of $630,284, which consisted of operating costs of $110,859, offset by interest and dividends earned on marketable securities held in the operating account and Trust Account of $741,143.

Previous wording

The underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the initial public offering upon the closing of the initial business combination, including (1) $0.15 per Unit, or $900,000 (or $1,035,000 if the underwriters’ over-allotment option is exercised in full) in the aggregate, payable to the underwriters in cash upon the consummation of the initial public offering, and (2) $0.10 per Unit, or $600,000 (or $690,000 if the underwriters’ over-allotment option is exercised in full) in the aggregate, for deferred underwriting commissions that will be placed in the trust account as described in the Prospectus and payable to the underwriters in cash upon the consummation of the initial business combination. In addition, we agreed to issue 60,000 Ordinary Shares (or up to 69,000 Ordinary Shares if the underwriters’ over-allotment option is exercised in full) (the “Representative Shares”) to A.G.P. upon the consummation of the initial public offering as part of the underwriting compensation in connection with this offering. On July 26, 2024 we issued 69,000 Representative Shares to A.G.P. at the closing of our initial public offering, which have been received by A.G.P.

Current wording

The underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the initial public offering upon the closing of the initial business combination, including (1) $0.15 per unit, or $1,035,000 in the aggregate, payable to the underwriters in cash upon the consummation of the initial public offering, and (2) $0.10 per unit, or $690,000 in the aggregate, for deferred underwriting commissions that will be placed in the trust account as described in the final prospectus related to the initial public offering and payable to the underwriters in cash upon the consummation of the initial business combination. In addition, we agreed to issue 69,000 ordinary shares (the “Representative Shares”) to Alliance Global Partners (“A.G.P.”) upon the consummation of the initial public offering as part of the underwriting compensation in connection with the offering. On July 26, 2024 we issued 69,000 Representative Shares to A.G.P. at the closing of our initial public offering, which have been received by A.G.P.