Press release·05/14/2025 20:21:15

Overview

DT Cloud Star Management Limited (the “Company”) is a blank check company incorporated in the Cayman Islands on November 29, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

On July 26, 2024, the Company consummated its initial public offering of 6,900,000 units (“Units”), which includes the exercise in full by the underwriters of their over-allotment option to purchase up to an additional 900,000 Units. Each Unit consists of one ordinary share and one right to receive one-ninth (¹⁄₉) of one ordinary share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $69,000,000.

Simultaneously with the closing of the initial public offering, the Company 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. A total of $69,000,000 of the net proceeds from the initial public offering were deposited in a trust account established for the benefit of the public stockholders.

The Company’s efforts to identify a prospective target business are not limited to a particular industry or geographic location. The management team is actively seeking out potential opportunities to pursue a business combination, but there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated in the near term.

Liquidity and Capital Resources

As of March 31, 2025, the Company had cash at bank of $271,508 and working capital of $232,302, excluding deferred underwriting commissions and the available cash held in the Trust Account. This indicated a lack of liquidity needed to sustain operations for a reasonable period of time, which was considered to be one year from the issuance of the financial statements.

To fund working capital deficiencies or finance transaction costs in connection with an initial business combination, the Sponsor, officers, directors, or their affiliates may, but are not obligated to, loan the Company funds as may be required. If the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the trust account would be used for such repayment.

On October 28, 2024, the Company issued an unsecured promissory note to the Sponsor, pursuant to which it may borrow up to an aggregate principal amount of $300,000. As of March 31, 2025, the principal amount due and owing under the Promissory Note was $nil.

Results of Operations

The Company has neither engaged in any operations nor generated any revenue to date. Its entire activity since inception through March 31, 2025 related to its formation, the preparation for the initial public offering, and the search for a prospective initial business combination.

For the three months ended March 31, 2025, the Company 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. For the three months ended March 31, 2024, the Company had a net loss of $10,623, which consisted of operating costs of $10,623.

Contractual Obligations

The Company has the following contractual obligations:

1. Registration Rights: Pursuant to a registration rights agreement, the holders of the insider shares, private placement units, and units that may be issued on conversion of working capital loans are entitled to certain customary registration rights for the resale of such securities.

2. Underwriting Agreement: The underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the initial public offering upon the consummation of the initial business combination, as well as 69,000 ordinary shares as part of the underwriting compensation.

3. Administrative Services Agreement: The Company agreed to pay the Sponsor a total of $10,000 per month for secretarial and administrative support services provided through the earlier of the consummation of the initial business combination and the Company’s liquidation.

Critical Accounting Policies and Estimates

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. The Company has not identified any critical accounting estimates.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements.

Off-Balance Sheet Arrangements

As of March 31, 2025, the Company did not have any off-balance sheet arrangements.

JOBS Act

The Company qualifies as an “emerging growth company” under the JOBS Act and is allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. The Company elected to delay the adoption of new or revised accounting standards, and as a result, it may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.