Overview
- TickerDTSQ on Nasdaq1
- IndustryBlank Checks1
- HeadquartersJersey City, New Jersey1
- Business address25 Christopher Columbus Dr Apt 4411, Jersey City, Nj 073022
- Filer category, Emerging growth company2
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14e-5 under the Exchange Act, including, in pertinent part, through adherence to the following:3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Formation and operating costs | -$437.2K | -$222.2K |
| General and administrative expenses | -$120.0K | -$50.0K |
| Loss from operations | -$557.2K | -$272.2K |
| Interest from operating account | $6.2K | $9.6K |
| Interest earned in Trust Account | $2.6M | $1.2M |
| Unrealized gained on marketable securities held in Trust Account | $57.3K | $263.7K |
| Total other income | $2.7M | $1.5M |
| NET INCOME | $2.1M | $1.2M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $461 | $411.4K | |
| Prepaid expenses | $95.2K | $40.2K | |
| Total current assets | $95.6K | $451.6K | |
| Cash and marketable securities held in trust | $17.9M | $70.5M | |
| TOTAL ASSETS | $18.0M | $70.9M | |
| Accrued expenses | $72.8K | $27.4K | |
| Amount due to Sponsor | $384.1K | $84.5K | |
| Total Current Liabilities | $456.9K | $111.9K | |
| Deferred underwriting compensation | $690.0K | $690.0K | |
| TOTAL LIABILITIES | $1.1M | $801.9K | |
| Ordinary shares subject to possible redemption, 1,652,509 and 6,900,000 shares (at redemption price of $10.82 and $10.21 per share) at December 31, 2025 and 2024, respectively | $17.9M | $70.5M | |
| Ordinary shares, par value $0.0001 per share; 500,000,000 shares authorized; 2,000,900 and 2,000,900 shares issued and outstanding at December 31, 2025 and 2024, respectively | $200 | $200 | |
| Accumulated deficit | -$1.1M | -$350.5K | |
| Total Shareholders deficit | -$1.1M | -$350.3K | -$5.8K |
| TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | $18.0M | $70.9M | |
| Temporary equity, shares authorized | 1.7M shares | 6.9M shares | |
| Temporary equity, redemption price per share | $10.82 | $10.21 | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 500.0M shares | 500.0M shares | |
| Common stock, shares issued | 2.0M shares | 2.0M shares | |
| Common stock, shares outstanding | 2.0M shares | 2.0M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $461 | $411.4K | |
| Prepaid expenses | $95.2K | $40.2K | |
| Total current assets | $95.6K | $451.6K | |
| Cash and marketable securities held in trust | $17.9M | $70.5M | |
| TOTAL ASSETS | $18.0M | $70.9M | |
| Accrued expenses | $72.8K | $27.4K | |
| Amount due to Sponsor | $384.1K | $84.5K | |
| Total Current Liabilities | $456.9K | $111.9K | |
| Deferred underwriting compensation | $690.0K | $690.0K | |
| TOTAL LIABILITIES | $1.1M | $801.9K | |
| Ordinary shares subject to possible redemption, 1,652,509 and 6,900,000 shares (at redemption price of $10.82 and $10.21 per share) at December 31, 2025 and 2024, respectively | $17.9M | $70.5M | |
| Ordinary shares, par value $0.0001 per share; 500,000,000 shares authorized; 2,000,900 and 2,000,900 shares issued and outstanding at December 31, 2025 and 2024, respectively | $200 | $200 | |
| Accumulated deficit | -$1.1M | -$350.5K | |
| Total Shareholders deficit | -$1.1M | -$350.3K | -$5.8K |
| TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | $18.0M | $70.9M | |
| Temporary equity, shares authorized | 1.7M shares | 6.9M shares | |
| Temporary equity, redemption price per share | $10.82 | $10.21 | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 500.0M shares | 500.0M shares | |
| Common stock, shares issued | 2.0M shares | 2.0M shares | |
| Common stock, shares outstanding | 2.0M shares | 2.0M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net income (loss) | $2.1M | $1.2M |
| Prepaid expenses | $164.2K | $33.2K |
| Interest income earned in cash and investments held in Trust Account | -$2.7M | -$1.5M |
| Prepaid expenses | -$219.2K | -$70.4K |
| Accrued expenses | $45.5K | $27.4K |
| Amount due to Sponsor | $149.6K | $75.7K |
| Net cash used in operating activities | -$411.0K | -$196.8K |
| Investment of cash in Trust Account | -$69.0M | |
| Cash withdrawn from Trust Account to redeem Public Shares | $55.4M | |
| Extension contributions deposited into Trust Account | -$150.0K | |
| Net cash provided by(used in) investing activities | $55.3M | -$69.0M |
| Payments for common stock redemption | -$55.4M | |
| Proceeds from promissory note - related party | $150.0K | |
| Proceeds from issuance of Founder Shares to Sponsor | $25.0K | |
| Sale of units to the founder in private placement | $2.1M | |
| Proceeds from issuance promissory note | $298.4K | |
| Proceeds from sale of units | $69.0M | |
| Payment of offering costs | -$1.5M | |
| Payment of promissory note to Sponsor | -$298.4K | |
| Net cash used in(provided by) financing activities | -$55.3M | $69.6M |
| Net change in Cash | -$411.0K | $411.4K |
| Deferred underwriting compensation | $690.0K | |
| Initial value of ordinary share subject to possible redemption | $62.1M | |
| Reclassification of offering costs related to public shares | -$2.0M | |
| Subsequent measurement of ordinary shares subject to redemption against additional paid-in capital (APIC) and accumulated deficit | $150.0K | $8.9M |
| Subsequent measurement of ordinary shares subject to redemption (interest earned in Trust Account) | $2.7M | $1.5M |
| Representative shares issued to underwriter | $7 |
No quarter-by-quarter statement was filed.
Corporate structure
DT Cloud Star Acquisition Corp sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of DT Cloud Star Acquisition Corp
- Barclays Filed SCHEDULE 13G/A on DT Cloud Star Acquisition Corp, latest Feb 13, 2026 (4 filings since Feb 14, 2025)
- Westchester Capital Management, LLC Filed SCHEDULE 13G/A on DT Cloud Star Acquisition Corp, latest Feb 13, 2026 (2 filings since Aug 14, 2025)
- Hudson Bay Capital Management LP Filed SCHEDULE 13G/A on DT Cloud Star Acquisition Corp, latest Feb 10, 2026 (3 filings since Feb 10, 2025)
- WOLVERINE ASSET MANAGEMENT LLC Filed SCHEDULE 13G/A on DT Cloud Star Acquisition Corp, latest Feb 5, 2026 (2 filings since Jan 31, 2025)
- Feis Equities LLC Filed SCHEDULE 13G/A on DT Cloud Star Acquisition Corp, latest Feb 2, 2026 (2 filings since Oct 30, 2025)
- Goldman Sachs Filed SCHEDULE 13G/A on DT Cloud Star Acquisition Corp, latest Nov 13, 2025
- TD SECURITIES (USA) LLC Filed SCHEDULE 13G/A on DT Cloud Star Acquisition Corp, latest May 12, 2025 (2 filings since Feb 13, 2025)
- HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on DT Cloud Star Acquisition Corp, latest Apr 25, 2025 (2 filings since Oct 25, 2024)
- AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on DT Cloud Star Acquisition Corp, latest Feb 13, 2025 (2 filings since Nov 14, 2024)
- Space Summit Capital LLC Filed SCHEDULE 13G/A on DT Cloud Star Acquisition Corp, latest Jan 29, 2025 (2 filings since Jul 26, 2024)
- DT Cloud Star Management Ltd Filed SC 13G on DT Cloud Star Acquisition Corp, latest Nov 22, 2024
- DT Cloud Star Acquisition Corp Jersey City, New Jersey
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What DT Cloud Star Acquisition Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $4615 Dec 31, 2025 | $411.4K5 Dec 31, 2024 | −99.9% |
| Marketable securities, non-current | $17.9M5 Dec 31, 2025 | $70.5M5 Dec 31, 2024 | −74.6% |
Properties, in its own words
We maintain our principal executive office at Office 51, 10 Fl, 31 Hudson Yards, New York, NY. We consider our current office space adequate for our current operations. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay to an affiliate of our sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team.
Item 2 of the 10-K filed Mar 25, 2026.3
Leadership
Who has led DT Cloud Star Acquisition Corp, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerBian Fan Jul 24, 2024 to now9
- Chief financial officerKenneth Lam Jul 24, 2024 to now10
- Chief operating officerJiayi Liang Jul 24, 2024 to now11
Board members and other officers (6)
- Board memberXunyong Zhou Dec 17, 2025 to now12
- Board memberBian Fan Jul 24, 2024 to now9
- Board memberChi Zhang Jul 24, 2024 to now13
- Board memberKenneth Lam Jul 24, 2024 to now10
- Board memberLongjiao Li Jul 24, 2024 to now14
- Board memberShaoke Li Jul 24, 2024 to now15
Timeline
- Oct 8, 20268-K Entered a material agreement; Bylaws or fiscal year changed; Shareholder vote16
- Oct 8, 20268-K Other events17
- Sep 22, 20268-K Other events18
- Aug 25, 20268-K Other events19
- Aug 19, 20268-K Other events20
- Jul 30, 20268-K Other events21
- Jul 20, 20268-K Listing notice or transfer22
- Apr 10, 20268-K Executive or director change23
- Apr 9, 20268-K Listing notice or transfer24
- Mar 18, 20268-K Other events25
- Feb 6, 20268-K Entered a material agreement; Regulation FD disclosure26
- Feb 4, 20268-K Regulation FD disclosure27
- Jul 24, 2024New chief executive Bian Fan becomes CEO9
Filings
106 filings to the SEC since October 2021: 3 annual reports, 7 quarterly reports, 32 major events, 9 insider forms, 25 large holders, 30 other. The latest 20:
- Oct 8, 20268-K EDGAR
- Oct 8, 20268-K EDGAR
- Sep 22, 20268-K EDGAR
- Sep 16, 2026ARS EDGAR
- Sep 16, 2026DEFA14A EDGAR
- Sep 14, 2026DEF 14A EDGAR
- Sep 3, 2026PRE 14A EDGAR
- Aug 25, 20268-K EDGAR
- Aug 19, 20268-K EDGAR
- Aug 3, 202610-Q EDGAR
- Jul 30, 20268-K EDGAR
- Jul 20, 20268-K EDGAR
- Jun 17, 202610-K/A EDGAR
- May 8, 202610-Q EDGAR
- Apr 10, 20268-K EDGAR
- Apr 9, 20268-K EDGAR
- Mar 25, 202610-K EDGAR
- Mar 18, 20268-K EDGAR
- Feb 13, 2026SCHEDULE 13G/A EDGAR
- Feb 13, 2026SCHEDULE 13G/A EDGAR
The 106 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
1 open-market trades by officers, directors and large owners since October 2021: 1 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jul 26, 2024 | DT Cloud Star Management Ltd10% owner | Buy | 206,900 | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- BarclaysSCHEDULE 13G/A, 4 filings Feb 14, 2025 to Feb 13, 202628
- Westchester Capital Management, LLCSCHEDULE 13G/A, 2 filings Aug 14, 2025 to Feb 13, 202629
- Hudson Bay Capital Management LPSCHEDULE 13G/A, 3 filings Feb 10, 2025 to Feb 10, 202630
- WOLVERINE ASSET MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Jan 31, 2025 to Feb 5, 202631
- Feis Equities LLCSCHEDULE 13G/A, 2 filings Oct 30, 2025 to Feb 2, 202632
- Goldman SachsSCHEDULE 13G/A, 1 filing Nov 13, 202533
- TD SECURITIES (USA) LLCSCHEDULE 13G/A, 2 filings Feb 13, 2025 to May 12, 202534
- HIGHBRIDGE CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Oct 25, 2024 to Apr 25, 202535
- AQR CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Nov 14, 2024 to Feb 13, 202536
- Space Summit Capital LLCSCHEDULE 13G/A, 2 filings Jul 26, 2024 to Jan 29, 202537
- DT Cloud Star Management LtdSC 13G, 1 filing Nov 22, 202438
SEC filer profile
How DT Cloud Star Acquisition Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARDT Cloud Star Acquisition Corp1
- CIK0002017950
- Employer ID (EIN)00-00000003
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inCayman Islands3
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address25 Christopher Columbus Dr Apt 4411, Jersey City, NJ 073021
- Phone(718)86520001
- Shares outstanding3,653,409 as of Jun 30, 20268
- Public float$72.3M as of Jun 30, 20253
- AuditorEliteCPA P.C., Piscataway, New Jersey PCAOB ID 7238; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceApr 29, 20241
- Filings112 in all: 8-K (31), SCHEDULE 13G/A (17), SCHEDULE 13G (10), 3 (8), 10-Q (7), DEFA14A (7), CORRESP (4), SC 13G (4)1
All 23 form types
DEF 14A (3), PRE 14A (3), 10-K (2), 425 (2), ARS (2), S-1/A (2), UPLOAD (2), 10-K/A (1), 4 (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), EFFECT (1), S-1 (1)
- Latest filingsAnnual report (10-K) Mar 25, 2026
Quarterly report (10-Q) Aug 3, 2026
Proxy statement (DEF 14A) Sep 14, 2026
Latest 8-K (8-K) Oct 8, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Ordinary Share, $0.0001 par value per share, and one Right | DTSQU | The Nasdaq Stock Market LLC |
| Ordinary Shares | DTSQ | The Nasdaq Stock Market LLC |
| Rights, each entitling the holder to receive one-ninth (1/9) of one Ordinary Share | DTSQR | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 25, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks DT Cloud Star Acquisition Corp names in Item 1A of its 10-K filed Mar 25, 2026: 77 risks under these headings, as written.3
- Risks Relating to Our Search for, and Consummation of or Inability to Consummate a Business Combination
- We are a blank check company with no operating history and no revenues, and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
- If we are unable to consummate a business combination, our public shareholders may be forced to wait until October 26, 2026 (unless further extended) before receiving liquidation distributions.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments. We may seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner to make it easier for us to complete our initial business combination, which our shareholders may not support.
- The requirement that we complete an initial business combination within a specific period of time may give potential target businesses leverage over us in negotiating our initial business combination and may limit the amount of time we have to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to consummate our initial business combination on terms that would produce value for our shareholders.
- Our ability to consummate an attractive business combination may be impacted by the market for initial public offerings.
- As the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial business combination. This could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target for our initial business combination.
- We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.
- We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure or abandon a particular business combination.
- If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption price received by shareholders may be less than $10.00.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them.
The other 65 risks
- If we deviate from the acquisition criteria or guidelines, our shareholders may have rescission rights or may bring an action for damages against us or we could be subject to civil or criminal actions taken by governmental authorities.
- The target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released to us) at the time of the execution of a definitive agreement for our initial business combination. Such requirement may limit the type and number of companies with which we may complete such a business combination.
- Our ability to successfully effect a business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following a business combination. While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct.
- Our officers and directors may not have significant experience or knowledge regarding the jurisdiction or industry of the target business we may seek to acquire.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- Our officers and directors will allocate their time to other businesses thereby potentially limiting the amount of time they devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate our initial business combination.
- Our officers and directors have pre-existing fiduciary and contractual obligations and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Our officers’ and directors’ personal and financial interests may influence their motivation in determining whether a particular target business is appropriate for a business combination.
- We may only be able to complete one business combination with the proceeds of our initial public offering, which will cause us to be solely dependent on a single business which may have a limited number of products or services.
- The ability of our public shareholders to exercise their redemption rights or sell their public shares to us in a tender offer may not allow us to effectuate the most desirable business combination or optimize our capital structure.
- We may be unable to consummate a business combination if a target business requires that we have cash in excess of the minimum amount we are required to have at closing and public shareholders may have to remain shareholders of our company and wait until our liquidation to receive a pro rata share of the trust account or attempt to sell their shares in the open market.
- Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even though a majority of our public shareholders do not support such a combination.
- In connection with any meeting held to approve an initial business combination, we will offer each public shareholder the option to vote in favor of a proposed business combination and still seek conversion of his, her or its public shares, which may make it more likely that we will consummate a business combination.
- In connection with any shareholder meeting called to approve a proposed initial business combination, we may require shareholders who wish to convert their public shares to comply with specific requirements for conversion that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.
- Investors may not have sufficient time to comply with the delivery requirements for conversion.
- If we require public shareholders who wish to convert their public shares to comply with the delivery requirements for conversion, such converting shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.
- Because of our limited resources and structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business combination.
- Our initial shareholders control a substantial interest in us and thus may influence certain actions requiring a shareholder vote, potentially in a manner that you do not support.
- Because we must furnish our shareholders with financial statements of the target business prepared in accordance with U.S. GAAP or IFRS as issued by the IASB or reconciled to U.S. GAAP, we may not be able to complete an initial business combination with some prospective target businesses.
- If our management following a business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws which could lead to various regulatory issues.
- We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
- If restrictions on repatriation of earnings from the target business’ home jurisdiction to foreign entities are instituted, our business following a business combination may be materially negatively affected.
- The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into our initial business combination with a target.
- The ability of a large number of our shareholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure.
- If we seek shareholder approval of our initial business combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
- You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss.
- We may be limited to the funds held outside of the trust account to fund our search for target businesses, to pay our tax obligations and expenses, to operate before our initial business combination, and to complete our initial business combination.
- Subsequent to our consummation of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges.
- Our directors may decide not to enforce indemnification obligations against our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
- The conversion of the promissory notes upon consummation of our business combination into private units may have an adverse effect on the market price of our ordinary shares and make it more difficult to effect a business combination.
- If our shareholders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of our ordinary shares and the existence of these rights may make it more difficult to effect a business combination.
- If we were deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination.
- To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may determine, in our discretion, to liquidate the securities held in the trust account and instead hold all funds in the trust account in an interest bearing bank demand deposit account, which may earn less interest than we otherwise would have if the trust account had remained invested in U.S. government securities or money market funds.
- We may not seek an opinion from an unaffiliated third party as to the fair market value of the target business we acquire.
- We may acquire a target business that is affiliated with our officers, directors, initial shareholders or their affiliates.
- A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
- Resources could be wasted in researching acquisitions that are not consummated.
- We may attempt to consummate our initial business combination with a private company about which little information is available.
- We may not be able to maintain control of a target business after our initial business combination.
- Risks Relating to Our Securities
- The value of the initial shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.
- The nominal purchase price paid by our initial shareholders for the initial shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination.
- We may issue additional ordinary or preferred shares or debt securities to complete a business combination, which would reduce the equity interest of our shareholders and likely cause a change in control of our ownership.
- Holders of rights will not have redemption rights if we are unable to complete an initial business combination within the required time period.
- We have no obligation to net cash settle the rights.
- If a public holder fails to receive notice of our offer to redeem our ordinary shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- We may amend the terms of the rights in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding rights.
- Our rights agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.
- We may qualify as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors.
- Our initial business combination or transactions relating thereto may result in taxes imposed on us and our shareholders.
- Nasdaq may delist our securities from trading on its exchange which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- General Risk Factors
- Past performance by our management team and our sponsor may not be indicative of future performance of an investment in us.
- We are a newly formed blank check company with no operating history and no revenues, and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.
- Because we are incorporated under the laws of the Cayman Islands, and most of our executive officers and directors are located outside the United States, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal or state courts may be limited.
- You will not be entitled to protections normally afforded to investors of blank check companies.
- We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.
- Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs of completing an acquisition.
- Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
- Risks Associated with Acquiring and Operating a Business in Foreign Countries
- We may effect a business combination with a company located outside of the United States and if we do, we would be subject to a variety of additional risks that may negatively impact our business operations and financial results.
- Because of the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted.
- If social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactments occur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on our business.
- Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.
- If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights.
- If relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.
- If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars.
- After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.
Legal proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any of our officers or directors in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date of this Report.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 9SEC EDGARBian Fan, Chief executive officer
- 10SEC EDGARKenneth Lam, Chief financial officer
- 11SEC EDGARJiayi Liang, Chief operating officer
- 12SEC EDGARXunyong Zhou, Board member
- 13SEC EDGARChi Zhang, Board member
- 14SEC EDGARLongjiao Li, Board member
- 15SEC EDGARShaoke Li, Board member
- 16
- 17SEC EDGAROther events
- 18SEC EDGAROther events
- 19SEC EDGAROther events
- 20SEC EDGAROther events
- 21SEC EDGAROther events
- 22SEC EDGARListing notice or transfer
- 23SEC EDGARExecutive or director change
- 24SEC EDGARListing notice or transfer
- 25SEC EDGAROther events
- 26
- 27SEC EDGARRegulation FD disclosure
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- 29
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