Sam Zheng Sun
About Sam Zheng Sun
Sam Zheng Sun is Chairman, Chief Executive Officer, and Director of DT Cloud Star Acquisition Corporation (DTSQ); age 50, with prior private equity roles at Affinity Equity Partners (Managing Director, 2021–2023) and Sequoia Capital (Partner, 2018–2020). He holds an MBA from UCLA Anderson (2007) and a BS in computer science and economics from the University of Pittsburgh (1997) . DTSQ is a Cayman Islands-incorporated blank check company formed in 2022 to pursue a business combination; as of September 17, 2025 the trust account held ~$72.45M, and DTSQ’s share price was $10.49 on September 19, 2025; pre-business combination TSR, revenue, and EBITDA growth metrics are not applicable/disclosed for DTSQ at this stage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Affinity Equity Partners | Managing Director, Private Equity Investment Dept. | Mar 2021–Feb 2023 | Focused on PE investments across South Korea, Australia/New Zealand, Greater China, Southeast Asia |
| Sequoia Capital (Beijing) | Partner | Oct 2018–Apr 2020 | Focused on private equity investments in China; deal sourcing and execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No other current public company board roles disclosed in the proxy biography for Mr. Sun |
Board Governance
- Dual-role executive: Chairman and CEO; the Board has determined Mr. Sun is not independent under Nasdaq rules .
- Board structure: 5 directors elected to one-year terms; nominees for 2025 AGM include Sam Zheng Sun, Kenneth Lam, Shaoke Li, Longjiao Li, Chi Zhang .
- Committee independence: Audit, Compensation, and Nominating Committees comprised entirely of independent directors (Shaoke Li, Longjiao Li, Chi Zhang) .
- Committee chairs and activity: Compensation Committee chaired by Chi Zhang; Nominating Committee chaired by Chi Zhang; Audit Committee’s designated financial expert is Chi Zhang; no committee meetings were held in FY 2024; Board actions were by written resolutions .
- Executive sessions: Independent directors have regularly scheduled meetings at which only independent directors are present .
Board Committees (FY 2024)
| Committee | Members | Chair | Meetings Held |
|---|---|---|---|
| Audit | Shaoke Li; Longjiao Li; Chi Zhang (Financial Expert) | — | 0 |
| Compensation | Shaoke Li; Longjiao Li; Chi Zhang | Chi Zhang | 0 |
| Nominating | Shaoke Li; Longjiao Li; Chi Zhang | Chi Zhang | 0 |
Fixed Compensation
DTSQ pays no cash compensation or fees to founders, management, or directors prior to consummation of an initial business combination; only out-of-pocket expense reimbursement is provided.
| Component | Amount/Terms | Period |
|---|---|---|
| Base Salary | None paid prior to business combination | Pre-business combination |
| Target Bonus % | Not applicable prior to business combination | Pre-business combination |
| Actual Bonus Paid | None prior to business combination | Pre-business combination |
| Perquisites | None disclosed; only expense reimbursement; no limits specified on reimbursable out-of-pocket expenses | Pre-business combination |
Performance Compensation
No equity or incentive awards are granted prior to the initial business combination; no performance metric framework is disclosed at this stage.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None prior to business combination | — | — | — | — | — |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Sam Zheng Sun | 0 | 0.0% | “Such individual does not beneficially own any of our ordinary shares” |
| Sponsor: DT Cloud Star Management Limited | 1,931,900 | 21.7% | Founder shares and private placement units; sponsor stake expires worthless if no business combination |
- Vested vs unvested shares: Not applicable; no executive grants disclosed pre-combination .
- Options (exercisable/unexercisable) and in-the-money value: None disclosed for executives .
- Pledging or hedging: Not disclosed for Mr. Sun; Section 16 filings reviewed appeared timely per company’s statement .
- Ownership guidelines: Not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | None in place for Mr. Sun; only indemnification agreements with directors |
| Severance Provisions | Not disclosed |
| Change-of-Control | Not disclosed; no single/double-trigger terms disclosed |
| Clawback | Not disclosed; Code of Ethics adopted; amendments/waivers to be disclosed via 8-K |
| Non-Compete / Non-Solicit / Garden Leave | Not disclosed |
| Retirement/Resignation Benefits | None in place |
| Term of Office (Director) | One-year term; vacancies may be filled by board majority or holders of founder shares |
Performance & Track Record
| Indicator | Data | Context |
|---|---|---|
| IPO Proceeds (Units) | $69,000,000 | 6.9M units at $10.00 per unit; trust funded at IPO |
| Trust Account Balance | ~$72,452,618 (as of 9/17/2025) | Reflects accrued interest; equates to ~$10.50 per share pro rata |
| Share Price (Recent) | $10.49 (9/19/2025) | Nasdaq Capital Market; near trust value |
| Extension Plan | Up to twelve 1-month extensions to Oct 26, 2026 with $30,000 monthly deposits | Requires shareholder approval; sponsor loans to fund monthly extension fees |
- Business purpose: DTSQ formed to execute a business combination with one or more targets; blank check company incorporated Nov 29, 2022 .
- Risks during tenure: Potential CFIUS review and foreign person considerations may block/delay U.S. target combinations; could force liquidation if approvals not timely .
Related Party Transactions (Sponsor and Affiliates)
| Transaction | Terms |
|---|---|
| Initial Shares | 1,725,000 initial shares to initial shareholders for $25,000 total (~$0.014/share) |
| Private Placement Units | 206,900 units at $10.00 per unit to sponsor at IPO closing |
| Working Capital Loan Note | Up to $300,000, non-interest-bearing; repayable at business combination or convertible into private units at $10.00/unit; $0 outstanding at 12/31/2024 |
| Temporary Advances | Sponsor advances of $84,500 (2024) and $8,756 (2023) outstanding; unsecured and interest-free |
| Admin Services | $10,000/month to affiliate of sponsor for office/admin services; none paid in 2023/2024 |
| Registration Rights | Demand and piggy-back rights for founders/private units; company bears filing expenses |
| Conflict Management | Audit committee reviews/approves related-party transactions; fairness opinion required for affiliated business combinations |
Director Compensation (Board Service)
| Component | Amount/Terms |
|---|---|
| Cash Retainer | None paid prior to initial business combination |
| Committee/Chair Fees | None paid prior to initial business combination |
| Meeting Fees | None; Board and committees held no meetings in FY 2024 (actions by written resolutions) |
| Equity Grants | None disclosed prior to business combination |
| Ownership Guidelines | Not disclosed |
Equity Ownership & Alignment Commentary
- Mr. Sun has no direct beneficial ownership of DTSQ shares per the record date table; alignment relies on sponsor holdings and future post-combination compensation constructs .
- Sponsor’s 21.7% stake creates strong sponsor-driven incentives to complete a deal, but does not equate to direct executive ownership; founder/private units expire worthless if no combination, partially aligning the team to transaction completion rather than long-term operating performance .
Compensation Structure Analysis
- Pre-combination compensation is entirely at-risk in the sense that no cash pay is provided; however, absence of disclosed equity awards for executives means no clear pay-for-performance linkage to operating metrics at this stage .
- No evidence of option repricing, retention bonuses, or discretionary payouts; any future compensation will be determined by the post-combination board and disclosed at that time .
Risk Indicators & Red Flags
- Governance concentration: Dual role CEO/Chairman; not independent; independent committee structure mitigates but lacks activity in FY 2024 (no meetings) .
- Lack of direct executive share ownership: Mr. Sun reported 0 shares; potential misalignment until post-combination comp/ownership established .
- CFIUS/national security review risk due to potential “foreign person” status; may block/delay deals, increasing liquidation risk if timelines slip .
- Sponsor influence and financing: Sponsor owns ~21.7% and funds monthly extensions via loans; dilution/redemption dynamics could increase sponsor/control concentration post-redemptions .
Employment & Contracts Summary
| Item | Status |
|---|---|
| Start Date in Current Role | Not disclosed; nominee for 2025 election with one-year term |
| Contract Term/Auto-Renewal | Board term one year; no executive employment agreement disclosed |
| Non-Compete / Non-Solicit | Not disclosed |
| Severance / Change-of-Control | Not disclosed |
| Indemnification | Indemnification agreements in place for directors |
Investment Implications
- Alignment signal: Mr. Sun’s lack of direct beneficial ownership and absence of disclosed executive equity awards pre-combination suggest alignment is primarily via sponsor economics; investors should monitor any post-combination executive equity grants and ownership guidelines to assess pay-for-performance alignment .
- Trading setup near trust value: With shares at ~$10.49 and trust at ~$10.50 per share, redemption optionality dominates near-term trading; extension outcome and redemption levels will influence float, liquidity, and sponsor/insider control concentration .
- Deal execution risk: CFIUS review risks and the need for additional financing if redemptions are high raise execution and timing risk for a business combination; failure to secure approvals or capital could force liquidation .
- Governance watchpoints: Dual-role CEO/Chairman with a board that did not meet in 2024 warrants scrutiny; independent committees exist but operational oversight appears limited pre-combination—track committee activity and governance enhancements post-deal .