DT Cloud Star Acquisition Corp
For the period ended Jun 30, 2026. Filed Aug 3, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 3, 2026
DTSQ$11.52-0.3%Stored close · as of Nov 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001493152-26-021966
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-03.
0001493152-26-035847
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 43 previous paragraphs and 43 current paragraphs.
37 unchanged; 5 reworded; 1 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
Subsequent to the quarter ended June 30, 2026, on July 29, 2026, the Company completed the transfer of its listed securities from the Nasdaq Global Market to the Nasdaq Capital Market, following Nasdaq’s approval received on July 27, 2026. This transfer was initiated to address previously reported deficiencies in the Company’s compliance with the Global Market continued listing standards and has successfully restored the Company’s compliance at the Capital Market tier, which imposes lower quantitative thresholds for stockholders’ equity, market value of publicly held shares, and minimum bid price. While this transfer has resolved the immediate risk of delisting, management cautions that there can be no assurance that the Company will be able to maintain compliance with the Capital Market’s ongoing listing requirements in the future. A future delisting from Nasdaq, if it were to occur, would materially reduce the trading liquidity of the Company’s ordinary shares, units and rights, and would adversely affect their market prices, as well as potentially impair the Company’s access to capital markets. Management intends to continue monitoring the Company’s key financial metrics against the Capital Market continued listing standards and will evaluate available remedial measures, if necessary. However, there is no guarantee that any such measures would be successful or that the Company would avoid future non-compliance. This listing transfer does not have any direct impact on the Company’s reported results of operations, cash flows, or financial position for the quarter ended June 30, 2026.
Removed paragraphs (1)
Previous report
On April 6, 2026, the Company received a deficiency notice from Nasdaq stating that it no longer complies with Nasdaq Listing Rule 5450 (a)(2), which requires a minimum of 400 public shareholders for continued listing on the Nasdaq Global Market. The Company has until May 21, 2026 to submit a compliance plan, and may be granted up to 180 days from the notice date to regain compliance if the plan is accepted. The Company is evaluating strategic alternatives, including a potential transfer to the Nasdaq Capital Market. There can be no assurance that the Company will successfully regain compliance or maintain its Nasdaq listing. The Company filed a Form 8-K with the SEC on April 9, 2026 to disclose this matter.
Reworded paragraphs (5)
Previous wording
For the three months ended March 31, 2026, cash provided by operating activities was $1,195, primarily due to payments made by the sponsor, which offset the Company’s operating expenditures during the period. As of March 31, 2026, we had cash at bank of $1,656.
Current wording
For the six months ended June 30, 2026, cash used in operating activities was $120, primarily due to the Company’s operating expenditures, which offset payments made by the sponsor during the period. As of June 30, 2026, we had cash at bank of $341.
Previous 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.
Current wording
On June 30, 2026, the Company had working capital deficit of $980,611, 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
In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our sponsor, officers, directors, or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we will repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Up to $300,000 of such loans may be convertible upon consummation of the initial business combination into private units at a price of $10.00 per unit.
Current wording
In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our sponsor, officers, directors, or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we will repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.
Previous 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.
Current wording
For the six months ended June 30, 2026, we had net loss of $74,754, which consisted of operating costs of $394,383, offset by interest earned on marketable securities held in the operating account and Trust Account of $319,629. For the six months ended June 30, 2025, we had net income of $1,261,782, which consisted of operating costs of $223,570, offset by interest and dividends earned on marketable securities held in the operating account and Trust Account of $1,485,352.
Previous wording
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the periods reported. Actual results could materially differ from those estimates. A critical accounting estimate to our unaudited financial statements includes the valuation of ordinary shares subject to possible redemption. We have not identified any critical accounting estimates.
Current wording
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the periods reported. Actual results could materially differ from those estimates. A critical accounting estimate to our unaudited financial statements includes the valuation of ordinary shares subject to possible redemption.