{"url_path":"/sec/dtsq/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-029131-index.html","accession_number":"0001493152-26-029131","cik":"0002017950","ticker":"DTSQ","issuer_name":"DT Cloud Star Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-029131-index.html","primary_entity_key":"0002017950","primary_entity_name":"DT Cloud Star Acquisition Corp"},"word_count":1520,"has_tables":true,"body_markdown":"**Item\n12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**\n\n** **\n\nThe\nfollowing table sets forth information regarding the beneficial ownership of our ordinary shares as of February 17, 2026 based on information\nobtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:\n\n \n\n \n●\neach person known by us\nto be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;\n\n \n \n \n\n \n●\neach of our executive officers\nand directors; and\n\n \n\n \n●\nall of our executive officers\nand directors as a group.\n\n \n\nUnless\notherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our\nordinary shares beneficially owned by them.\n\n \n\nIn\nthe table below, the percentage ownership is based on 3,653,409 ordinary shares (which includes ordinary shares that are underlying the units)\nissued and outstanding as of February 17, 2026. The following table does not reflect record of beneficial ownership of any ordinary shares\nissuable upon conversion of rights as the rights are not convertible within 60 days of this Report.\n\n \n\n**Name and Address of Beneficial Owner(1)** \nNumber of Shares\nBeneficially\nOwned  \nApproximate\nPercentage of\nOutstanding\nOrdinary Shares \n\nDT Cloud Star Management Limited (our sponsor)(2) \n 1,931,900  \n 52.9%\n\nSam Zheng Sun(3) \n —  \n — \n\nKenneth Lam(3) \n —  \n — \n\nJiayi Liang(3) \n —  \n — \n\nShaoke Li(3) \n —  \n — \n\nLongjiao Li(3) \n —  \n — \n\nChi Zhang(3) \n    \n   \n\nAll directors and executive officers (five individuals) as a group \n —  \n — \n\nAll initial shareholders as a group \n 1,931,900  \n 52.9%\n\nAll other five percent (5%) shareholders \n    \n   \n\nRamya Rao \n 550,000  \n 15.1%\n\nAQR Capital Management, LLC(4) \n 444,725  \n 12.1%\n\nAQR Capital Management Holdings, LLC(4) \n 444,725  \n 12.1%\n\nAQR Arbitrage, LLC(4) \n 444,725  \n 12.1%\n\nFeis Equities LLC(5) \n 352,550  \n 9.6%\n\nTD Securities (USA) LLC(6) \n 351,740  \n 9.6%\n\nWestchester Capital Management, LLC(7) \n 183,531  \n 5.0%\n\n \n\n(1)\nUnless otherwise indicated,\nthe business address of each of the individuals is c/o DT Cloud Star Acquisition Corporation, Floors 1 through 3, 175 Pearl Street,\nBrooklyn, New York 11201.\n\n \n \n\n(2)\nRepresents shares held\nby DT Cloud Star Management Limited, our sponsor. The address for our sponsor is 300 Cadman Plaza West, 12th Floor, Brooklyn NY 11201.\n\n \n \n\n(3)\nSuch individual does not\nbeneficially own any of our ordinary shares.\n\n \n \n\n(4)\nAQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC shares the holding of 12.1% of the outstanding\nshares of DT Cloud Star Acquisition Corporation. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings,\nLLC. AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC. The address for each of AQR Capital Management, LLC,\nAQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830.\n\n \n \n\n(5)\nFeis Equities LLC holds\n9.6% of the outstanding shares of DT Cloud Star Acquisition Corporation. The managing member of Feis Equities LLC is Lawrence M.\nFeis. Each of Feis Equities LLC and Lawrence M. Feis has voting and disposition power over 352,550 Ordinary Shares. The address for\neach of Feis Equities LLC and Lawrence M. Feis is 1740 Waukegan Road, Suite 206, Glenview, Illinois 60025.\n\n \n\n75\n\n \n\n \n\n(6)\nTD Securities (USA) LLC\n(“TDS”) holds 9.6% of the outstanding shares of DT Cloud Star Acquisition Corporation. Toronto Dominion Holdings (U.S.A.),\nInc. (“TDH”), TD Group US Holdings LLC (“TD Gus”), and Toronto Dominion Bank (“TD Bank”) may\nbe deemed to be indirect beneficial owners of said equity securities directly held by TDS. TDS is the wholly owned subsidiary of\nTDH. TDH is the wholly owned subsidiary of TD GUS. TD GUS is the wholly owned subsidiary of TD Bank. The principal office address\nfor each of TDS and TDH is One Vanderbilt Avenue, New York, New York 10017. The principal office address for TD GUS is 251 Little\nFalls Drive, Wellington, Delaware 19808. The principal office address for TD Bank is Toronto-Dominion Centre, 66 Wellington Street\nWest, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2.\n\n \n \n\n(7)\nWestchester Capital Management, LLC holds 5.0% of the outstanding shares of DT Cloud Star Acquisition Corporation. Westchester Capital\nManagement, LLC serves as sub-advisor to each of The Merger Fund, The Merger Fund VL, Virtus Westchester Credit Event Fund, JNL Multi-Manager\nAlternative Fund, JNL/Westchester Capital Event Driven Fund and Principal Funds, Inc. - Global Multi-Strategy Fund. The address for Westchester\nCapital Management, LLC is 100 Summit Lake Drive, Valhalla, NY 10595.\n\n \n\nOur\nsponsor, officers and directors are deemed to be our “promoter” as such term is defined under the federal securities laws.\n\n \n\nOur\ninitial shareholders beneficially own 52.9% of our issued and outstanding ordinary shares. Because of this ownership block, our\nsponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including\namendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions\nincluding our initial business combination.\n\n \n\nOur\ninitial shareholders have agreed (a) to vote any initial shares and public shares held by them in favor of any proposed business combination\nand (b) not to redeem any initial shares or public shares held by them in connection with a shareholder vote to approve a proposed initial\nbusiness combination.\n\n \n\n**Transfers\nof Initial Shares**\n\n** **\n\nThe\ninitial shares are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our initial\nshareholders and management team. Our initial shareholders have agreed not to transfer, assign or sell any of the initial shares (except\nto certain permitted transferees) until the earlier of (1) 180 days after the completion of our initial business combination; or (2)\nthe date following the consummation of our initial business combination on which we complete a liquidation, merger, share exchange or\nother similar transaction that results in all of our shareholders having the right to exchange their shares for cash, securities or other\nproperty (the “Lock-Up”).\n\n \n\nNotwithstanding\nthe foregoing, the initial shares will be released from the Lock-Up if (1) the reported closing price of our ordinary shares equals or\nexceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading\ndays within any 30-trading day period commencing at least 90 days after our initial business combination or (2) we complete a liquidation,\nmerger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having\nthe right to exchange their shares for cash, securities or other property. Additionally, our insiders have agreed not to transfer, assign\nor sell any of private units (including the ordinary shares issuable upon exercise of the private units) until at least 30 days after\nthe completion of our initial business combination (except with respect to permitted transferees as described herein under “Principal\nShareholders”). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders\nwith respect to any initial shares and the private units, as applicable. However, if after our initial business combination, there is\na transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation)\nor another issuer’s shares, then the initial shares or the private units (or any ordinary shares thereunder) shall be permitted\nto participate.\n\n \n\n76\n\n \n\n \n\nAny\npermitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any initial\nshares and the private units, as applicable. The permitted transferees shall mean (i) among the initial shareholders or to the initial\nshareholders’, or our officers, directors or their respective affiliates (including for transfers to an entity’s members\nupon its liquidation), (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder\nis an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the\nholder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent\nand distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection\nwith the consummation of our initial business combination, (vii) in connection with the consummation of a business combination at prices\nno greater than the price at which the shares were originally purchased, (viii) in the event of our liquidation prior to its consummation\nof an initial business combination or (ix) in the event that, subsequent to the consummation of an initial business combination, we complete\na liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange\ntheir ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with our prior\nwritten consent) on the condition that prior to such registration for transfer, the transfer agent shall be presented with written documentation\npursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions\ncontained in this paragraph and any other applicable agreement the transferor is bound by."}