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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
December
22, 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 | 00-0000000 | n/a | |
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
|
Office 51, 10 Fl, 31 Hudson Yards New York, NY |
10001 | |
| (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 December 22, 2025, DT Cloud Star Acquisition Corporation (the “Company”) issued a press release announcing that it has cancelled the extraordinary general meeting of its shareholders that was previously adjourned to 10:00 a.m. Eastern Time on December 22, 2025 (the “EGM”), and has withdrawn from consideration by the shareholders the proposals set forth in the Company’s definitive proxy statement for the EGM filed with the U.S. Securities and Exchange Commission on December 2, 2025 and amended and supplemented on December 15 and 17, 2025.
A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 22, 2025 | |
| 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: December 22, 2025
| DT CLOUD STAR ACQUISITION CORPORATION | ||
| By: | /s/ Sam Zheng Sun | |
| Name: | Sam Zheng Sun | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
DT Cloud Star Acquisition Corporation Announces Cancellation of Extraordinary General Meeting
New York, New York, December 22, 2025 - DT Cloud Star Acquisition Corporation (Nasdaq: DTSQU, DTSQ, DTSQR) (the “Company”), a newly organized blank check company incorporated in the Cayman Islands as a business company, today announced that it has cancelled the extraordinary general meeting of its shareholders that was previously adjourned to 10:00 a.m. Eastern Time on December 22, 2025 (the “EGM”), and has withdrawn from consideration by the shareholders the proposals set forth in the Company’s definitive proxy statement for the EGM filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 2, 2025 and amended and supplemented on December 15 and 17, 2025.
About DT Cloud Star Acquisition Corporation
The Company is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on industries that complement its management team’s background. The Company is led by Mr. Sam Zheng Sun, the Company’s Chief Executive Officer, and Mr. Kenneth Lam, the Company’s Chief Financial Officer.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Additional Information and Where to Find It
On December 2, 2025, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the EGM. The Company filed additional proxy supplements with the SEC on December 15 and 17, 2025. Investors and security holders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents filed or that will be filed with the SEC through the web site maintained by the SEC at www.sec.gov.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the EGM. Investors and shareholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy Statement, which may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the EGM proposals. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contact:
For investors:
DT Cloud Star Acquisition Corporation
Sam Zheng Sun
Chief Executive Officer
Office 51, 10 Fl, 31 Hudson Yards
New York, NY
United States of America
Email: sam.sun@infinity-star.com