{"url_path":"/sec/dtsq/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**","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":735,"has_tables":true,"body_markdown":"**Item\n5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**\n\n \n\n**(a)**\n**Market Information**\n\n \n\nOur\nunits started to be listed on the Nasdaq Global Market and began trading under the ticker symbol “DTSQU” on July 25, 2024.\nOn September 12, 2024, we announced that the holders of the units may elect to separately trade the underlying component securities of\nthe Units commencing on September 16, 2024. Those Units not separated continue to trade on Nasdaq under the symbol “DTSQU,”\nand each of the ordinary Shares and rights that have been separated trade on Nasdaq under the symbols “DTSQ” and “DTSQR,”\nrespectively.\n\n \n\n**(b)**\n**Holders**\n\n \n\nAs\nof February 17, 2026, there was 3 holders of record of our units and 5 holders of record of our ordinary shares.\n\n \n\n**(c)**\n**Dividends**\n\n \n\nWe\nhave not paid any cash dividends on our ordinary shares as of the date of this Report, and do not intend to pay cash dividends prior\nto the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues\nand earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment\nof any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present\nintention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does\nnot anticipate declaring any dividends in the foreseeable future. If we incur any indebtedness in connection with a business combination,\nour ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.\n\n \n\n**(d)**\n**Securities Authorized\nfor Issuance Under Equity Compensation Plans**\n\n \n\nNone.\n\n \n\n**(e)**\n**Performance Graph**\n\n \n\nNot\napplicable.\n\n \n\n**(f)**\n**Recent Sales of Unregistered\nSecurities; Use of Proceeds from Registered Offerings.**\n\n* *\n\n*Unregistered\nSales of Equity Securities*\n\n \n\nIn\nNovember 2022, March 2023 and January 2024, an aggregate of 1,725,000 initial shares were issued to our initial shareholders, for an\naggregate purchase price of $25,000, or approximately $0.014 per share. The initial shares held by our initial shareholders included\nan aggregate of up to 225,000 shares subject to forfeiture by our sponsor to the extent that the underwriters’ over-allotment option\nwas not exercised in full or in part, so that our initial shareholders would collectively own 20.0% of our issued and outstanding shares\nafter our initial public offering (excluding the sale of the private units and the issuance of representative shares and assuming our\ninitial shareholders did not purchase units in our initial public offering). On July 25, 2024, the underwriters exercised their over-allotment\noption in full.\n\n \n\nSimultaneously\nwith the closing of our initial public offering on July 26, 2024, we consummated the private placement with the Sponsor of 206,900 private\nunits at a price of $10.00 per private unit. This issuance was made pursuant to Section 4(a)(2) of the Securities Act, as the transaction\ndid not involve a public offering. No underwriting discounts or commissions were paid with respect to the private placement.\n\n \n\n*Use\nof Proceeds*\n\n \n\nOn\nJuly 26, 2024, we consummated the initial public offering of 6,900,000 units, which includes the exercise in full by the underwriters\nof their over-allotment option to purchase up to an additional 900,000 units on July 25, 2024. The units were sold at an offering price\nof $10.00 per unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of our initial public offering on July\n26, 2024, we consummated the private placement with the Sponsor of 206,900 private units at a price of $10.00 per private unit, generating\ntotal gross proceeds of $2,069,000.\n\n \n\n58\n\n \n\n \n\nAs\nof July 26, 2024, a total of $69,000,000 of the net proceeds from our initial public offering was deposited in a trust account established\nfor the benefit of our public shareholders, with Wilmington Trust National Association acting as trustee.\n\n \n\nThe\nsecurities sold in our initial public offering were registered under the Securities Act pursuant to a registration statement on Form\nS-1 (File No. 333-278982) (the “Registration Statement”). The SEC declared the Registration Statement effective on July 24,\n2024.\n\n \n\nThere\nhas been no material change in the planned use of proceeds from our initial public offering and the private placement as described in\nthe final prospectus related to the initial public offering.\n\n \n\n**(g)**\n**Purchases of Equity\nSecurities by the Issuer and Affiliated Purchasers**\n\n \n\nNone."}