DT Cloud Star Acquisition Corp 2024年度报告

FORM 10-K (Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from to DT CLOUD STAR ACQUISITION CORPORATION(Exact name of registrant guarantor as specified in its charter) Cayman Islands001-42167N/A(State or other jurisdiction ofincorporation or organization)(CommissionFile Number)(I.R.S. EmployerIdentification Number) Registrant’s telephone number, including area code: (718) 865-2000 N/A(Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theExchange Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit and post such files). Yes☐No☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,”“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ The registrant’s units, each consisting of one ordinary share and one right to receive one-ninth (1/9) of one ordinaryshare, began trading on The Nasdaq Stock Market LLC (“Nasdaq”) on July 25, 2024. The ordinary shares and rightscomprising the units began to trade separately on September 16, 2024. As of June 30, 2024, the last business day ofthe registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded.Accordingly, there was no market value for the registrant’s voting and non-voting common equity held by non-affiliates on such date. Documents Incorporated by Reference: None. TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3PART I6Item 1.Business6Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments56Item 1C.Cybersecurity57Item 2.Properties57Item 3.Legal Proceedings57Item 4.Mine Safety Disclosures57PART II57Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities57Item 6.[Reserved]59Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations59Item 7A.Quantitative and Qualitative Disclosures about Market Risk63Item 8.Financial Statements and Supplementary Data63Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure63Item 9A.Controls and Procedures64Ite