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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
(Amendment
No. 1)
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
October
22, 2025
Date
of Report (Date of earliest event reported)
DT
Cloud Star Acquisition Corporation
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
001-42167 |
|
n/a00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
Office
51, 10 Fl, 31 Hudson Yards
New
York, NY |
|
10001 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (718) 865-2000
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| 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 |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
DT
Cloud Star Acquisition Corporation (“DT Cloud Star” or the “Company”),
is filing this Form 8-K/A (the “Amendment”) to correct a clerical error regarding
in the in the first paragraph of Item 1.01 of the current report on Form 8-K (the “Original 8-K”)
filed on October 24, 2025. As corrected herein, pursuant to the Trust Amendment (defined below), DT Cloud Star has the right to extend
the time to complete its business combination under the Trust Agreement for a period of twelve months from October 26, 2025 to October
26, 2026, by depositing into the Trust Account $75,000 for all remaining public shares for each one-month extension. No other changes
have been made to the originally filed 8-K.
Item
1.01. Entry Into a Material Definitive Agreement
Amendment
to the Investment Management Trust Agreement
As
approved by its shareholders at the annual meeting of shareholders held on October 22, 2025 (the “Annual Meeting”),
the Company entered into an amendment to the Investment Management Trust
Agreement, with Wilmington Trust National Association, a national banking association, as trustee (the “Trust Amendment”)
dated as of October 22, 2025. Pursuant to the Trust Amendment, DT Cloud Star has the right to extend the time for DT Cloud Star to complete
its business combination (the “Business Combination Period”) under the Trust Agreement for a period of twelve months
from October 26, 2025 to October 26, 2026, by depositing into the Trust Account $75,000 for all remaining public shares (the “Extension
Payment”) for each one-month extension. The foregoing description of the Trust Amendment is qualified in its entirety by reference
to the full text of the Trust Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated
herein by reference.
Promissory
Note
On
October 23, 2025, the Company issued an unsecured promissory note in the aggregate principal amount of $75,000 (the “Note”)
to DT Cloud Star Management Limited, the Company’s initial public offering sponsor (“Sponsor”) in exchange for
Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete
a business combination. The Note does not bear interest and matures upon the closing of a business combination by the Company. In addition,
the Note may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public
offering at a price of $10.00 per unit.
Item
5.03. Amendments to Articles of Incorporation or Bylaws.
The
third amended and restated memorandum and articles of association (the “M&AA”) was approved by the shareholders
of the Company at the Annual Meeting on October 22, 2025.
The
foregoing description of DT Cloud Star’s M&AA is qualified in its entirety by reference to the full text of DT Cloud Star’s
M&AA, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
October 22, 2025, DT Cloud Star held the previously adjourned Annual Meeting. On September 15, 2025, the record date for the Annual Meeting,
there were 8,900,900 ordinary shares of DT Cloud Star entitled to vote at the Annual Meeting, of which 8,025,887, or approximately
90.17% of the total outstanding ordinary shares of DT Cloud Star, were represented in person or by proxy; therefore, a quorum
was present.
1.
Election of Directors
At
the Annual Meeting, all of the following five nominees were elected to DT Cloud Star’s Board of Directors, in accordance with the
voting results listed below, to serve until the next Annual Meeting and until their successors have been duly elected and have qualified.
| Nominee | |
For | | |
Withheld | | |
Broker
Non-Vote | |
| Sam Zheng Sun | |
| 7,057,671 | | |
| 968,216 | | |
| 0 | |
| Kenneth Lam | |
| 7,057,671 | | |
| 968,216 | | |
| 0 | |
| Shaoke Li | |
| 7,057,671 | | |
| 968,216 | | |
| 0 | |
| Longjiao Li | |
| 7,057,671 | | |
| 968,216 | | |
| 0 | |
| Chi Zhang | |
| 7,057,671 | | |
| 968,216 | | |
| 0 | |
2.
Auditor Appointment
At
the Annual Meeting, the shareholders voted to ratify the appointment of ELITE CPA P.C. as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2025.
| FOR | | |
AGAINST | | |
ABSTAIN | |
| 6,670,139 | | |
| 1,354,047 | | |
| 1,701 | |
3.
Trust Amendment
Shareholders
approved the proposal to amend DT Cloud Star’s Investment Management Trust Agreement by and between DT Cloud Star and Wilmington
Trust National Association, as trustee, dated as of July 24, 2024, giving DT Cloud Star the right to extend the Business Combination
Period from October 26, 2025 to October 26, 2026 by depositing $75,000 for each one month extended. Adoption of the Trust Amendment required
approval by the affirmative vote of at least 65% of the outstanding shares. The voting results were as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | |
| 5,917,850 | | |
| 2,106,336 | | |
| 1,701 | |
4.
Charter Amendment
Shareholders
approved the proposal to amend DT Cloud Star’s second amended and restated memorandum and articles of association, to extend the
date by which the Company must consummate a business combination to October 26, 2026, by adopting the third amended and restated memorandum
and articles of association.
Adoption
of the Trust Amendment required approval by the affirmative vote of the holders of at least two-thirds of the Company’s ordinary
shares issued and outstanding and entitled to vote and which are present (in person or by proxy). The voting results were as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | |
| 5,917,850 | | |
| 2,106,336 | | |
| 1,701 | |
Item
8.01. Other Events.
In
connection with the shareholders’ vote at the Annual Meeting, 5,297,491 shares were tendered for redemption.
DT
Cloud Star has deposited the initial payment of $75,000 in the Trust Account, to initially extend
the date by which the Company can complete an initial business combination by one month to November 26, 2025.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 3.1* |
|
Third Amended and Restated Memorandum and Articles of Association of DT Cloud Star |
| 10.1* |
|
Amendment to the Investment Management Trust Agreement between DT Cloud Star and Wilmington Trust National Association dated October 22, 2025 |
| 10.2* |
|
Promissory Note dated October 22, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
October 29, 2025
| DT
CLOUD STAR ACQUISITION CORPORATION |
|
| |
|
| By: |
/s/
Sam Zheng Sun |
|
| Name: |
Sam
Zheng Sun |
|
| Title: |
Chief
Executive Officer |
|
