DT Cloud Star Acquisition Corp 8-K/A, filed Oct 29, 2025
DT Cloud Star Acquisition Corp (DTSQ)
About this 8-K/A
DT Cloud Star Acquisition Corp filed this 8-K/A on October 29, 2025, reporting on events of October 22, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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EXPLANATORY NOTE
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 | |||||||||
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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.
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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: October 29, 2025
| DT CLOUD STAR ACQUISITION CORPORATION | ||
| By: | /s/ Sam Zheng Sun | |
| Name: | Sam Zheng Sun | |
| Title: | Chief Executive Officer | |
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