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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
July
29, 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.) |
300
Cadman Plaza West, 12th Floor
Brooklyn,
NY |
|
11201 |
| (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
previously disclosed, on October 28, 2024, DT Cloud Star Acquisition Corporation (the “Company”) issued an unsecured promissory
note (“the “Promissory Note”) to DT Cloud Star Management Limited (the “Sponsor”), pursuant to which the
Company may borrow up to an aggregate principal amount of $300,000 (the “Working Capital Loan Note”). The Working Capital
Loan Note is non-interest-bearing, and the principal under the Working Capital Loan Note is payable on the date on which we consummate
an initial business combination.
On
July 29, 2025, the Company entered into a Letter Agreement to the Promissory Note (the “Letter Agreement”) with the Sponsor,
pursuant to which the Company and the Sponsor agreed to terminate the Promissory Note and confirmed that the outstanding amount that
the Company borrowed under the Promissory Note was nil.
The
Letter Agreement is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference. The foregoing is only a brief description
of the material terms of the Agreement, and does not purport to be a complete description of the rights and obligations of the parties
thereunder and is qualified in its entity by reference to such exhibit.
ITEM
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Letter Agreement to Promissory Note |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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:
July 31, 2025
| DT
CLOUD STAR ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/
Sam Zheng Sun |
|
| Name: |
Sam
Zheng Sun |
|
| Title: |
Chief
Executive Officer |
|
