Form 8-K - Current report
02 11월 2024 - 5:05AM
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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
October
28, 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
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.
On
October 28, 2024, we issued an unsecured promissory note to DT Cloud Star Management Limited (the “Sponsor”), pursuant to
which we 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. The Sponsor has the right, but not the obligation, to convert the Working Capital Loan Note, in whole
or in part, into private units (the “Conversion Units”) containing the same securities as issued in our initial public offering
and as described in the final prospectus dated July 24, 2024. The number of Conversion Units to be received by the Sponsor in connection
with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor,
by (y) $10.00. We have also granted registration rights to the Sponsor regarding the Conversion Units as described in the registration
rights agreement dated July 24, 2024. In the event that the initial business combination does not close, we may use a portion of the
working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for
such repayment.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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:
November 1, 2024
| DT
CLOUD STAR ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/
Bian Fan |
|
| Name:
|
Bian
Fan |
|
| Title:
|
Chief
Executive Officer |
|
Exhibit
10.1
THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
PROMISSORY
NOTE
| Principal Amount: Up to $300,000 |
Dated as of October 28, 2024 |
(as
set forth on the Schedule of Borrowings attached hereto)
DT
Cloud Star Acquisition Corporation, an exempted company in the Cayman Islands (the “Maker”), promises to pay to the
order of DT Cloud Star Management Limited or its registered assigns or successors in interest (the “Payee”) the principal
sum of up to Three-Hundred Thousand Dollars ($300,000) (as set forth on the Schedule of Borrowings attached hereto) in lawful money of
the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer
of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by
written notice in accordance with the provisions of this Note.
| 1. | Principal.
The principal balance of this Note shall be due and payable promptly on the date on which
the Maker consummates an initial business combination (the “Business Combination”)
with a target business (as described in its final prospectus dated July 24, 2024 (the “Prospectus”)
for its initial public offering (“IPO”)). The principal balance may not
be prepaid without the consent of the Payee. |
| | |
| 2. | Interest.
No interest shall accrue on the unpaid principal balance of this Note. |
| | |
| 3. | Drawdown
Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars
($300,000) for costs reasonably in connection with the Business Combination. The principal
of this Note may be drawn down from time to time prior to the date on which the Maker consummates
the Business Combination, upon written request from Maker to Payee (each, a “Drawdown
Request”). Each Drawdown Request must state the amount to be drawn down, and must
not be an amount less than One Thousand Dollars ($1,000) unless agreed upon by Maker and
Payee. Payee shall fund each Drawdown Request no later than two (2) business days after receipt
of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively
under this Note is Three Hundred Thousand Dollars ($300,000). No fees, payments or other
amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request
by Maker. |
| | |
| 4. | Application
of Payments. All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due under this Note, including (without limitation) reasonable
attorney’s fees, then to the payment in full of any late charges and finally to the
reduction of the unpaid principal balance of this Note. |
| | |
| 5. | Events
of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note within
five (5) business days following the date when due. |
| | | |
| (b) | Voluntary
Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
insolvency, reorganization, rehabilitation or other similar action, or the consent by it
to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) for Maker or for any substantial part
of its property, or the making by it of any assignment for the benefit of creditors, or the
failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing. |
| | | |
| (c) | Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of maker in an involuntary case under any applicable bankruptcy,
insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) for Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance
of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| (a) | Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written
notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid
principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived, anything contained herein or in the documents evidencing
the same to the contrary notwithstanding. |
| | | |
| (b) | Upon
the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal
balance of this Note, and all other sums payable with regard to this Note, shall automatically
and immediately become due and payable, in all cases without any action on the part of Payee. |
| 7. | Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the
Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present
or future laws exempting any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained
by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ
in whole or in part in any order desired by Payee. |
| | |
| 8. | Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability
shall be unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties
may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
| | |
| 9. | Notices.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of
private or governmental express mail or delivery service providing receipted delivery, (iv)
sent by facsimile or (v) to the following addresses or to such other address as either party
may designate by notice in accordance with this Section: |
If
to Payee:
DT
Cloud Star Management Limited Ritter House, Wickhams Cay II
PO
Box 3170
Road
Town, Tortola VG1110, British Virgin Islands
If
to Maker:
DT
Cloud Star Acquisition Corporation 89 Nexus Way, Camana Bay
Grand
Cayman, KY1-9009, Cayman Islands
Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.
| 10. | Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT
REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| | |
| 11. | Jurisdiction.
The courts of New York have exclusive jurisdiction to settle any dispute arising out
of or in connection with this agreement (including a dispute relating to any non-contractual
obligations arising out of or in connection with this agreement) and the parties submit to
the exclusive jurisdiction of the courts of New York. |
| | |
| 12. | Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. |
| | |
| 13. | Trust
Waiver. Notwithstanding anything herein to the contrary, but subject to the following
sentence of this Section 13, the Payee hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any amounts contained in the trust
account in which the proceeds of the IPO conducted by the Maker and the proceeds of the sale
of securities in a private placement to occur prior to the effectiveness of the IPO were
deposited, as described in greater detail in the registration statement on Form S-1 (File
No. 333-278982) and Prospectus filed by Maker with the Securities and Exchange Commission
in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim from the trust account or any distribution therefrom for any
reason whatsoever. Notwithstanding the foregoing, the Payee does not waive any Claims, and
does not waive its rights to seek recourse, reimbursement, payment or satisfaction for any
Claim, against the Trust Account for distributions of remaining funds released to the Maker
from the Trust Account following redemptions or other distributions to Maker’s public
shareholders. |
| | |
| 14. | Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee. |
| | |
| 15. | Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be
made by any party hereto (by operation of law or otherwise) without the prior written consent
of the other party hereto and any attempted assignment without the required consent shall
be void. |
| | |
| 16. | Conversion. |
| (a) | Notwithstanding
anything contained in this Note to the contrary, the Payee has the right, but not the obligation,
to convert this Note, in whole or in part, into private units (the “Conversion Units”)
of the Maker containing the same securities as issued in the Maker’s initial public
offering and as described in the Prospectus, by providing the Maker with written notice of
its intention to convert this note at least three(3) business days prior to the closing of
a Business Combination. The number of Conversion Units to be received by the Payee in connection
with such conversion shall be an amount determined by dividing (x) the sum of the outstanding
principal amount payable to such Payee, by (y) $10.00. |
| (b) | No
fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units
to which Payee would otherwise be entitled, Maker will pay to Payee in cash the amount of
the unconverted principal balance of this Note that would otherwise be converted into such
fractional share. |
| | | |
| (c) | The
Conversion Units and their underlying securities, and any other equity security of Maker
issued or issuable with respect to the foregoing by way of a share dividend or share split
or in connection with a combination of shares, recapitalization, amalgamation, consolidation
or reorganization, shall be entitled to the registration rights set forth in Section 17 hereof. |
| | | |
| (d) | Upon
any partial conversion of the principal amount of this Note, (i) such principal amount shall
be so converted and such converted portion of this Note shall become fully paid and satisfied,
(ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address
which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly
deliver a new duly executed Note to Payee in the principal amount that remains outstanding,
if any, after any such conversion, and (iv) in exchange for any portion of the surrendered
Note, and simultaneous with the surrender of the Note, Maker shall, at the direction of Payee,
deliver to Payee (or its members or their respective affiliates) (Payee, or such other persons,
are known herein as the “Holder” or “Holders”) the
Conversion Units, which shall bear such legends as are required in the opinion of legal counsel
to Maker (or by any other agreement between Maker and Payee) and applicable state and federal
securities laws, rules and regulations. |
| | | |
| (e) | The
Holders shall pay any and all issue and other taxes that may be payable with respect to any
issue or delivery of the Conversion Units upon conversion of this Note pursuant hereto; provided,
however, that the Holders shall not be obligated to pay any transfer taxes resulting
from any transfer requested by the Holders in connection with any such conversion. |
| (a) | Reference
is made to that certain Registration Rights Agreement between the Maker and the parties thereto,
dated as of July 24, 2024 (the “Registration Rights Agreement”). All capitalized
terms used in this Section 17 shall have the same meanings ascribed to them in the Registration
Rights Agreement. The Conversion Units shall constitute Working Capital Loan Units under
the Registration Rights Agreement. |
| | | |
| (b) | The
Holders of the Conversion Units and their underlying securities shall be entitled to registration
rights pursuant to the terms and conditions as set forth in Section 2.1 of the Registration
Rights Agreement. |
| | | |
| (c) | The
Holders and the Maker, as applicable, shall have all of the same rights, duties and obligations
set forth in the Registration Rights Agreement. |
| 18. | Further
Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to
be executed and done by any other necessary party) all such deeds, documents, acts and things
as the Payee may from time to time require as may be necessary to give full effect to this
Promissory Note. |
| | |
| 19. | Amendment
and Restatement. This Note supersedes and replaces in its entirety the Original Note
and does not constitute a payment, satisfaction or a novation of the Original Note. All indebtedness
outstanding under the Original Note, as of the date of this Note, shall be deemed outstanding
under this Note. |
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above
written.
| |
DT Cloud Star Acquisition Corporation |
| |
|
|
| |
By: |
/s/ Bian Fan |
| |
Name: |
Bian
Fan |
| |
Title: |
CEO |
| |
|
|
| |
Agreed and acknowledged: |
| |
|
| |
DT Cloud Star Management Limited |
| |
|
|
| |
By: |
/s/ Guojian Chen |
| |
Name: |
Guojian Chen |
| |
Title: |
Director |
SCHEDULE
OF BORROWINGS
| Date
of Increase or Decrease |
|
Amount
of decrease in Principal Amount of this Promissory Note |
|
Amount
of increase in Principal Amount of this Promissory Note |
|
Principal
Amount of this Promissory Note following such decrease or increase |
| |
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v3.24.3
Cover
|
Oct. 28, 2024 |
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Oct. 28, 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 |
300
Cadman Plaza West
|
| Entity Address, Address Line Two |
12th Floor
|
| 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
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| Entity Emerging Growth Company |
true
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|
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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
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|
| Trading Symbol |
DTSQ
|
| Security Exchange Name |
NASDAQ
|
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|
| Title of 12(b) Security |
Rights,
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DT Cloud Star Acquisition (NASDAQ:DTSQU)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
DT Cloud Star Acquisition (NASDAQ:DTSQU)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
