[8-K] DT Cloud Star Acquisition Corporation Units Reports Material Event

Rhea-AI Filing Summary

DT Cloud Star Acquisition Corp. (Nasdaq: DTSQU) filed an 8-K reporting the termination of a previously issued unsecured working-capital promissory note. The note, dated 28 Oct 2024, allowed borrowings up to $300,000 from its sponsor, DT Cloud Star Management Ltd., carried no interest, and was payable at the close of an initial business combination. On 29 Jul 2025 the company and sponsor executed a Letter Agreement that cancels the note; management confirms the outstanding balance was nil.

No other material agreements, financial statements, or quantitative updates were disclosed. Exhibit 10.1 contains the Letter Agreement; Exhibit 104 provides the Inline XBRL cover data.

Insights

SPAC Financial Analyst

TL;DR: Neutral; note termination removes an unused $300k credit line, leaving leverage unchanged.

The 8-K simply cancels a sponsor-backed working-capital note that was never drawn. Because the balance was zero, cash, trust proceeds, and diluted share count are unaffected. The filing does not alter the SPAC’s timeline, trust redemption value, or merger prospects, so investor economics remain intact. I view the disclosure as routine housekeeping.
Impact rating: 0 (neutral)

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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)

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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

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FAQ

Why did DTSQU file this Form 8-K on 29 July 2025?

To disclose termination of a $300,000 sponsor promissory note that had a zero balance.

Does DT Cloud Star Acquisition Corp. owe any amount under the cancelled note?

No. The company confirmed the outstanding principal was nil when the note was terminated.

Will the note cancellation affect DTSQU shareholders’ trust value or redemption rights?

The filing states no financial impact; trust funds and shareholder rights remain unchanged.

Where can investors find the Letter Agreement?

It is filed as Exhibit 10.1 to the 8-K and incorporated by reference.

Does the 8-K provide any new information on the SPAC’s potential business combination?

No. The document is limited to the note termination and includes no merger updates.