DT Cloud Star Acquisition Corp. Files S-1 Registration Statement

TL;DR

<b>DT Cloud Star Acquisition Corporation has filed an S-1 registration statement for a proposed public offering.</b>

AI Summary

DT Cloud Star Acquisition Corp (DTSQU) filed a IPO Registration (S-1) with the SEC on April 29, 2024. DT Cloud Star Acquisition Corporation has filed an S-1 registration statement with the SEC. The filing is for a proposed public offering of securities. The company is incorporated in the Cayman Islands. Its principal executive offices are located at 175 Pearl Street, Brooklyn, New York. The filing was made on April 29, 2024.

Why It Matters

For investors and stakeholders tracking DT Cloud Star Acquisition Corp, this filing contains several important signals. This S-1 filing indicates the company is preparing to offer its securities to the public, which could lead to increased liquidity and valuation for investors. As a special purpose acquisition company (SPAC), its success hinges on identifying and merging with a target company, a process that will be closely watched by the market.

Risk Assessment

Risk Level: low — DT Cloud Star Acquisition Corp shows low risk based on this filing. The filing is an initial registration statement (S-1) for a SPAC, which inherently carries risks related to future business combinations and market conditions, but no specific operational or financial risks are detailed at this early stage.

Analyst Insight

Monitor future filings for details on the target company and the terms of the business combination.

Key Numbers

• 333-278982 — SEC File Number (SEC File Number for the registration statement)
• 20240429 — Filing Date (Date the S-1 was filed)

Key Players & Entities

• DT Cloud Star Acquisition Corporation (company) — Registrant
• U.S. Securities and Exchange Commission (regulator) — SEC
• Cayman Islands (jurisdiction) — State or other jurisdiction of incorporation
• 175 Pearl Street Brooklyn, New York 11201 (address) — Registrant's principal executive offices
• Cogency Global Inc. (company) — Agent for service
• Dan Ouyang (person) — Copies to
• K. Ronnie Li (person) — Copies to
• Wilson Sonsini Goodrich & Rosati Professional Corporation (company) — Legal counsel

FAQ

Risk Factors

• Registration Statement [low — regulatory]: The S-1 filing is a preliminary step for a public offering, and the effectiveness of the registration statement is required before securities can be sold.

Industry Context

DT Cloud Star Acquisition Corp. is a special purpose acquisition company (SPAC), a type of company formed to raise capital through an initial public offering (IPO) to acquire an existing company.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.

What Investors Should Do

1. Review the full S-1 filing for details on the company's structure, management, and proposed use of proceeds.
2. Track subsequent SEC filings (e.g., 8-K, S-4) for updates on potential business combinations.
3. Analyze the market reception and valuation of DT Cloud Star Acquisition Corp. post-IPO.

Key Dates

• 2024-04-29: S-1 Filing — Initial registration statement filed with the SEC for a proposed public offering.

Year-Over-Year Comparison

This is the initial S-1 filing for DT Cloud Star Acquisition Corp., so there is no prior filing to compare against.

Key Financial Figures

• $60,000,000 — SUBJECT TO COMPLETION, DATED , 2024 $60,000,000 DT Cloud Star Acquisition Corporation
• $10.00 — nit that we are offering has a price of $10.00 and consists of one ordinary share and
• $0.03 — ees are not obligated to) an additional $0.03 per public share for each one-month ext
• $180,000 — for each one-month extension, totaling $180,000 per month based on the offering size of
• $207,000 — the offering size of 6,000,000 units or $207,000 per month if the underwriters&rsquo; ov
• $1,620,000 — in full (yielding up to an aggregate of $1,620,000 in additional deposits, or $1,863,000 i
• $1,863,000 — f $1,620,000 in additional deposits, or $1,863,000 if the underwriters&rsquo; over-allotme
• $1,934,000 — vate unit for a total purchase price of $1,934,000 (or $2,069,000 if the underwriters&rsqu
• $2,069,000 — total purchase price of $1,934,000 (or $2,069,000 if the underwriters&rsquo; over-allotme
• $0.15 — 0,000 $ 57,900,000 (1) Includes (i) $0.15 per unit, or $900,000 (or $1,035,000 if
• $900,000 — (1) Includes (i) $0.15 per unit, or $900,000 (or $1,035,000 if the underwriters&rsqu
• $1,035,000 — des (i) $0.15 per unit, or $900,000 (or $1,035,000 if the underwriters&rsquo; over-allotme
• $0.10 — on of this initial public offering, (i) $0.10 per unit, or $600,000 (or $690,000 if t
• $600,000 — public offering, (i) $0.10 per unit, or $600,000 (or $690,000 if the underwriters&rsquo;
• $690,000 — ng, (i) $0.10 per unit, or $600,000 (or $690,000 if the underwriters&rsquo; over-allotme

Filing Documents

• forms-1.htm (S-1) — 1902KB
• ex3-1.htm (EX-3.1) — 491KB
• ex3-2.htm (EX-3.2) — 975KB
• ex4-1.htm (EX-4.1) — 32KB
• ex4-2.htm (EX-4.2) — 30KB
• ex4-3.htm (EX-4.3) — 31KB
• ex4-4.htm (EX-4.4) — 100KB
• ex10-1.htm (EX-10.1) — 59KB
• ex10-2.htm (EX-10.2) — 146KB
• ex10-3.htm (EX-10.3) — 129KB
• ex10-4.htm (EX-10.4) — 73KB
• ex10-5.htm (EX-10.5) — 100KB
• ex10-6.htm (EX-10.6) — 19KB
• ex10-7.htm (EX-10.7) — 70KB
• ex10-8.htm (EX-10.8) — 51KB
• ex23-1.htm (EX-23.1) — 4KB
• ex99-1.htm (EX-99.1) — 6KB
• ex99-2.htm (EX-99.2) — 6KB
• ex99-3.htm (EX-99.3) — 6KB
• ex107.htm (EX-FILING FEES) — 20KB
• forms-1_001.jpg (GRAPHIC) — 22KB
• ex3-1_001.jpg (GRAPHIC) — 5KB
• ex3-2_001.jpg (GRAPHIC) — 2KB
• 0001493152-24-016919.txt (&nbsp;) — 4293KB

RISK FACTORS

RISK FACTORS 32 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 78 ENFORCEABILITY OF CIVIL LIABILITIES 79

USE OF PROCEEDS

USE OF PROCEEDS 82 DIVIDEND POLICY 86

DILUTION

DILUTION 87 CAPITALIZATION 89 MANAGEMENT&rsquo;S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 90 PROPOSED BUSINESS 95 MANAGEMENT 113 PRINCIPAL SHAREHOLDERS 122 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 125

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 127 SHARES ELIGIBLE FOR FUTURE SALE 137 TAXATION 139

UNDERWRITING

UNDERWRITING 150 LEGAL MATTERS 158 EXPERTS 158 WHERE YOU CAN FIND ADDITIONAL INFORMATION 158 INDEX TO FINANCIAL STATEMENTS F-1 i PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. Unless otherwise stated in this prospectus, references to: "Companies Act" are to the Companies Act (Revised) of the Cayman Islands, as may be amended from time to time; "Exchange Act" are to the Securities Exchange Act of 1934, as amended; "initial shareholders" are to the holders of our initial shares prior to this offering; "initial shares" are to the 1,725,000 ordinary shares initially issued to our sponsor in a private placement prior to this offering (including up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters' over-allotment option is not exercised in full or in part); &ldquo;insiders&rdquo; are to our initial shareholders and all of our officers and directors; "Investment Company Act" are to the Investment Company Act of 1940, as amended; "letter agreements" are to the agreements to be executed among us, the underwriters, our officers, directors and initial shareholders on the date of this prospectus; "post-offering amended and restated memorandum and articles o

View Full Filing

View this S-1 filing on SEC EDGAR