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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
October
1, 2026
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/a 00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
25
Christopher Columbus Dr Apt 4411
Jersey
City, NJ |
|
07302 |
| (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.
Item
1.01. Entry Into a Material Definitive Agreement
As
approved by its shareholders at the annual meeting of shareholders held on October 1, 2026 (the “Annual Meeting”),
DT Cloud Star Acquisition Corporation (the “Company”) entered into an amendment to the Investment Management Trust
Agreement (the “Trust Agreement”), with Wilmington Trust National Association, a national banking association, as
trustee, dated as of October 1, 2026 (the “Trust Amendment”). Pursuant to the Trust Amendment, the Company has the
right to extend the time to complete its business combination (the “Business Combination Period”) under the Trust
Agreement for a period of twelve months from October 26, 2026 to October 26, 2027, by depositing into the trust account (the “Trust
Account”) $0.033 for each remaining public share (the “Extension Payment”) for each one-month extension.
The
foregoing descriptions of the Trust Amendment are qualified in their 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.
Item
5.03. Amendments to Articles of Incorporation or Bylaws.
The
fourth amended and restated memorandum and articles of association (the “Fourth Amended And Restated Memorandum and Articles
of Association”) was approved by the shareholders of the Company at the Annual Meeting on October 1, 2026.
The
foregoing descriptions of the Company’s Fourth Amended And Restated Memorandum and Articles of Association are qualified in their
entirety by reference to the full text of the Company’s Fourth Amended And Restated Memorandum and Articles of Association, 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 1, 2026, the Company held the Annual Meeting. On September 9, 2026, the record date for the Annual Meeting, there were 3,653,409
ordinary shares of the Company entitled to vote at the Annual Meeting, of which 2,766,246, or approximately 75.72% of the total outstanding
ordinary shares of the Company, 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 the Company’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 | |
| 2,766,196 | | |
| 50 | | |
| 0 | |
| Kenneth Lam | |
| 2,766,196 | | |
| 50 | | |
| 0 | |
| Shaoke Li | |
| 2,766,196 | | |
| 50 | | |
| 0 | |
| Longjiao Li | |
| 2,766,196 | | |
| 50 | | |
| 0 | |
| Chi Zhang | |
| 2,766,196 | | |
| 50 | | |
| 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, 2026.
| FOR |
|
AGAINST |
|
ABSTAIN |
| 2,766,096 |
|
0 |
|
150 |
3.
Trust Amendment
Shareholders
approved the proposal to amend the Company’s Trust Agreement by and between the Company and Wilmington Trust National Association,
as trustee, dated as of July 24, 2024, as amended on October 22, 2025, giving the Company the right to extend the Business Combination
Period up to twelve additional times, each by a period of one month, from October 26, 2026 to October 26, 2027, by depositing into the
Trust Account $0.033 for each remaining public share for each one-month extension.
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 |
| 2,765,072 |
|
1,124 |
|
50 |
4.
Charter Amendment
Shareholders
approved the proposal to amend the Company’s third amended and restated memorandum and articles of association, to extend the Business
Combination Period to October 26, 2027, by adopting the Fourth Amended And Restated Memorandum and Articles of Association.
Adoption
of the Charter 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 |
| 2,765,172 |
|
1,024 |
|
50 |
Item
8.01. Other Events.
In
connection with the shareholders’ vote at the Annual Meeting, 787,135 outstanding shares were tendered for redemption.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association of DT Cloud Star |
| 10.1 |
|
Amendment No. 2 to the Investment Management Trust Agreement between DT Cloud Star and Wilmington Trust National Association dated October 1, 2026 |
| 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 7, 2026
| DT
CLOUD STAR ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/
Sam Zheng Sun |
|
| Name: |
Sam
Zheng Sun |
|
| Title: |
Chief
Executive Officer |
|
