Form 8-K - Current report

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

September 12, 2024

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
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

Floors 1 through 3, 175 Pearl Street

Brooklyn, New York

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 8.01 Other Events.

On September 12, 2024, DT Cloud Star Acquisition Corporation (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this current report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the underlying component securities of the Units commencing on September 16, 2024. Each Unit consists of one ordinary share (“Ordinary Share”) and one right to receive one-ninth (1/9) of one Ordinary Share upon the consummation of an initial business combination (“Right”). Those Units not separated will continue to trade on the Nasdaq Global Market (the “Nasdaq”) under the symbol “DTSQU,” and each of the Ordinary Shares and Rights that are separated will trade on the Nasdaq under the symbols “DTSQ” and “DTSQR,” respectively. Holders of Units will need to have their brokers contact VStock Transfer LLC, the Company’s transfer agent, in order to separate the holders’ Units into Ordinary Shares and Rights.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated September 12, 2024
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: September 12, 2024

DT CLOUD STAR ACQUISITION CORPORATION

By:	/s/ Bian Fan
Name:	Bian Fan
Title:	Chief Executive Officer

Exhibit 99.1

DT Cloud Star Acquisition Corporation Announces Upcoming Automatic Unit Separation

New York, New York, September 12, 2024 (GLOBE NEWSWIRE) – DT Cloud Star Acquisition Corporation (Nasdaq: DTSQU) (the “Company”) announced today that, commencing Monday, September 16, 2024, holders of the units sold in the Company’s initial public offering of 6,900,000 units (the “Units”) may commence separate trading of the underlying component securities. Each Unit consists of one ordinary share, par value $0.0001 per share (“Share”), and one right to receive one-ninth (1/9) of one Share (“Right”) upon the consummation of the Company’s initial business combination. Those units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “DTSQU.”

The Shares and Rights that are separated will trade on Nasdaq under the symbols “DTSQ” and “DTSQR,” respectively. Holders of the Units will need to have their securities brokers contact VStock Transfer LLC at 18 Lafayette Place, Woodmere, New York, NY 11598, the Company’s transfer agent, in order to separate the Units into Shares and Rights.

The Units were initially offered by the Company in an underwritten offering through A.G.P./Alliance Global Partners, which acted as the sole book runner for the offering and as the representative of the underwriters in the offering. A registration statement relating to the Units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on July 24, 2024. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

About DT Cloud Star Acquisition Corporation

The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. While the Company may pursue an acquisition opportunity in any business industry or sector, it intends to initially focus on those industries or sectors that complement its management team’s background. The Company is led by Bian Fan, the Company’s Chief Executive Officer, and Kenneth Lam, the Company’s Chief Financial Officer.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Contact:

For investors:

DT Cloud Star Acquisition Corporation

Bian Fan

Chief Executive Officer

Floors 1 through 3, 175 Pearl Street

Brooklyn, New York

Email: bian.fan@infinity-star.com

Cover	Sep. 12, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 12, 2024
Entity File Number	001-42167
Entity Registrant Name	DT Cloud Star Acquisition Corporation
Entity Central Index Key	0002017950
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Floors 1 through 3
Entity Address, Address Line Two	175 Pearl Street
Entity Address, City or Town	Brooklyn
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11201
City Area Code	(718)
Local Phone Number	865-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Ordinary Share, $0.0001 par value per share, and one Right
Title of 12(b) Security	Units, each consisting of one Ordinary Share, $0.0001 par value per share, and one Right
Trading Symbol	DTSQU
Security Exchange Name	NASDAQ
Ordinary Shares
Title of 12(b) Security	Ordinary Shares
Trading Symbol	DTSQ
Security Exchange Name	NASDAQ
Rights, each entitling the holder to receive one-ninth (1/9) of one Ordinary Share
Title of 12(b) Security	Rights, each entitling the holder to receive one-ninth (1/9) of one Ordinary Share
Trading Symbol	DTSQR
Security Exchange Name	NASDAQ