8-K

DT Cloud Star Acquisition Corp (DTSQ)

8-K 2025-07-17 For: 2025-07-16
View Original
Added on April 06, 2026

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

July16, 2025

Date

of Report (Date of earliest event reported)

DTCloud Star Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands 001-42167 n/a 00-0000000
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation) (Commission<br><br> <br>File<br> Number) (I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
300 Cadman Plaza West, 12th Floor<br><br> <br>Brooklyn, NY 11201
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(Address<br> of Principal Executive Offices) (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement<br> 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,<br> each consisting of one Ordinary Share, $0.0001 par value per share, and one Right DTSQU The<br> Nasdaq Stock Market LLC
Ordinary<br> Shares DTSQ The<br> Nasdaq Stock Market LLC
Rights,<br> each entitling the holder to receive one-ninth (1/9) of one Ordinary Share DTSQR The<br> 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. ☐

ITEM4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On July 16, 2025, the audit committee of the board of directors of DT Cloud Star Acquisition Corporation (the “Company”) approved the dismissal of UHY LLP (“UHY”) as the Company’s independent registered public accounting firm with effect immediately. The reports of UHY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2024 and December 31, 2023 and through July 16, 2025, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of UHY have caused UHY to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2024 and December 31, 2023 and through July 16, 2025, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided UHY a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that UHY provides  the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not UHY agrees with the statements related to them made by the Company in this report. A copy of UHY’s letter to the SEC dated July 17, 2025 is attached as Exhibit 16.1 to this report.

(b) Newly Engaged Independent Registered Public Accounting Firm

On July 16, 2025, the audit committee of the board of directors of the Company approved the appointment of Elite CPA P.C. (“Elite”) as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2025. During the fiscal years ended December 31, 2024 and December 31, 2023 and through July 16, 2025, neither the Company, nor anyone on its behalf, consulted Elite regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Elite that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

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ITEM9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
16.1 Letter of UHY dated July 17, 2025
104 Cover<br> 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 17, 2025

DT CLOUD STAR ACQUISITION CORPORATION
By: /s/ Sam Zheng Sun
Name: Sam<br> Zheng Sun
Title: Chief<br> Executive Officer
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Exhibit16.1

July 17, 2025

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Dear Commissioners:

We have read the statements included in the “Changes in Registrant’s Certifying Accountant” section of the Form 8-K Current Report (the “Filing”) of DT Cloud Star Acquisition Corporation (the “Company”), which we understand will be filed with the Securities and Exchange Commission on July 17, 2025. We agree with the statements relating only to UHY LLP in such Filing; we are not in a position to agree or disagree with other statements contained therein.

We hereby consent to the filing of this letter as an exhibit to the foregoing Filing.

Very truly yours,

/s/<br> UHY LLP
Irvine, California