What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-12 compared with 2024-09-06 · 65 added, 48 removed, 138 unchanged (45% of the section changed)

10 unchanged sentences

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially

from those expected and projected.

All statements, other than statements of historical fact included in this Quarterly Report including,

without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations,

are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,” “intend,”

“estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs,

based on information currently available.

A number of factors could cause actual events, performance or results to differ materially

from the events, performance and results discussed in the forward-looking statements.

For information identifying important factors that

could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors

section of the Company’s final prospectus for its initial public offering filed with the SEC.

The Company’s securities filings

can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities

law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new

information, future events or otherwise.

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and

Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to

differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Quarterly

Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management

for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,”

“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify

such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s

current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ

materially from the events, performance and results discussed in the forward-looking statements.

For information identifying important

factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to

the Risk Factors section of the Company’s final prospectus for its initial public offering filed with the SEC.

The Company’s

securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable

securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result

of new information, future events or otherwise.

are a blank check company incorporated in the Cayman Islands on November 29, 2022 as an exempted company with limited liability.

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on July 25, 2024.

Each of the Ordinary Shares and Rights may trade separately on the 52nd day after the date of our final prospectus

dated July 24, 2024 (the “Prospectus”), unless the underwriters determine that an earlier date is acceptable (based upon,

among other things, its assessment of the relative strengths of the securities markets and small capitalization and blank check companies

in general, and the trading pattern of, and demand for, our securities in particular).

Those Units not separated will continue to trade

on Nasdaq under the symbol “DTSQU,” and each of the Ordinary Shares and Rights that are separated will trade on Nasdaq under

the symbols “DTSQ” and “DTSQR,” respectively.

On September 12, 2024, we announced that the holders of the Units may elect to separately trade the underlying component

securities of the Units commencing on September 16, 2024.

Those Units not separated continue to trade on Nasdaq under the symbol “DTSQU,”

and each of the Ordinary Shares and Rights that have been separated trade on Nasdaq under the symbols “DTSQ” and “DTSQR,”

respectively.

efforts to identify a prospective target business will not be limited to a particular industry or geographic location.

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negotiating and consummating the business combination.

the six months ended June 30, 2024, cash used by operating activities was $268,815, primarily due to deferred offering costs.

30, 2024, we had cash at bank of $0 and cash in escrow of $0.

December 31, 2023, we issued an unsecured promissory note to the Sponsor, which was amended and restated on April 25, 2024, pursuant

to which we may borrow up to an aggregate principal amount of $300,000 (the “Promissory Note”).

The Promissory Note is non-interest-bearing,

and the principal under the Promissory Note is payable on the earlier of (1) December 31, 2024 and (2) the date on which we consummate

the initial public offering of our securities or the date on which we determine not to conduct an initial public offering of our securities.

As of June 30, 2024, March 31, 2024, and December 31, 2023, the principal amount due under the Promissory Note were $268,815, $89,500,

and $0, respectively.

the nine months ended September 30, 2024, cash used by operating activities was $163,331, primarily due to prepayment of formation and

operational costs.

Net cash used in investing activates was $69,000,000 to invest the cash in a trust account established for the benefit

of our public stockholders, with Wilmington Trust National Association acting as trustee.

Net cash provided by financing activities was

$69,608,181, primarily due to the consummation the IPO of 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000

and the proceeds from sale of units to the founder in private placement generating total gross proceeds of $2,069,000.

Offering cost

amounted to $1,485,819, consisting of $1,035,000 of underwriting commissions and $450,819 of other offering costs.

As of September 30,

2024, we had cash at bank of $444,850.

September 30, 2024, the Company had working capital of $427,054 excluding deferred underwriting commissions and including the available

cash held in the Trust Account for marketable securities, which indicated a lack of liquidity it needed to sustain operations

for a reasonable period of time, which was considered to be one year from the issuance of the financial statements.

October 28, 2024, we issued an unsecured promissory note to the Sponsor, pursuant to which we may borrow up to an aggregate principal

amount of $300,000 (the “Promissory Note”).

The Promissory Note is non-interest-bearing, and the principal under the Promissory

Note is payable on the date which we consummate an initial business combination.

order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our sponsor,

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of Operations

entire activity since inception up to June 30, 2024 related to our formation, the preparation for the initial public offering, and since

the closing of the initial public offering, the search for a prospective initial business combination.

We will not be generating any

operating revenues until the closing and completion of our initial business combination, at the earliest.

We will generate non-operating

income in the form of interest income from the amount held in the Trust Account.

the three months ended June 30, 2024, we had a net loss of approximately $42,035, which consisted of formation and operation cost of

the six months ended June 30, 2024, we had a net loss of approximately $52,658, which consisted of formation and operation cost of $52,658.

the three and six months ended June 30, 2023, we had a net loss of $665 and $1,330, respectively, which consisted of formation and operation

cost of $665 and $1,330, respectively.

have neither engaged in any operations nor generated any revenue to date.

Our entire activity since inception through September 30, 2024

related to our formation, the preparation for the initial public offering, and since the closing of the initial public offering, the

search for a prospective initial business combination.

We do not expect to generate any operating revenues until the closing and completion

of our initial business combination, at the earliest.

We will generate non-operating income in the form of interest income from the amount

held in the trust account.

We expect that we will incur increased expenses as a result of being a public company (for legal, financial

reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with search for, and completing,

a business combination.

the three months ended September 30, 2024, we had net income of $526,781, which consisted of operating costs of $127,361, offset by

interest and dividends earned on marketable securities held in the operating account and Trust Account of $654,142.

For the three months

ended September 30, 2023, we had a net loss of $666, which consisted of operating cost of $666.

the nine months ended September 30, 2024, we had net income of $474,123, which consisted of operating costs of $180,019, offset by interest

and dividends earned on marketable securities held in the operating account and Trust Account of $654,142.

For the nine months ended

September 30, 2023, we had a net loss of $1,996, which consisted of operating cost of $1,996.

to a registration rights agreement entered into on July 24, 2024, the holders of the insider shares, private placement units (including

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Sheet Arrangements

of June 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

of September 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis