Core Viewpoint - DT Cloud Star Acquisition Corporation has cancelled its extraordinary general meeting (EGM) and withdrawn proposals previously set for shareholder consideration [1] Company Overview - DT Cloud Star Acquisition Corporation is a blank check company, also known as a special purpose acquisition company (SPAC), formed to effect mergers, capital stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations [2] - The company intends to focus its search for initial business combination targets in industries that complement its management team's background, led by CEO Sam Zheng Sun and CFO Kenneth Lam [2] Proxy Statement and SEC Filings - The company filed a definitive proxy statement with the SEC on December 2, 2025, and additional proxy supplements on December 15 and 17, 2025, in connection with the EGM [4] - Investors and security holders can obtain free copies of the definitive proxy statement and other related documents through the SEC's website [4] Solicitation Participants - The company and its directors, executive officers, and other management members may be deemed participants in the solicitation of proxies from shareholders in connection with the EGM [5]

IPO Details - The company completed its initial public offering on July 26, 2024, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[118]. - A total of $69,000,000 of the net proceeds from the IPO were deposited in a trust account for the benefit of public stockholders[119]. - The underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the IPO, amounting to $900,000, payable upon the closing of the initial business combination[133]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $582,964, with operating costs of $169,080 and interest income of $752,044[130]. - For the nine months ended September 30, 2025, the company had a net income of $1,844,746, consisting of operating costs of $392,650 and interest income of $2,237,396[130]. - As of September 30, 2025, the company had negative working capital of $53,347, indicating liquidity issues for sustaining operations[125]. Business Operations - The company has not engaged in any operations or generated revenue to date, with all activities focused on the IPO and searching for a business combination[129]. - The company intends to use funds from the trust account primarily to complete its initial business combination and for working capital of the target business[123]. - The company issued an unsecured promissory note to the Sponsor for up to $300,000, which was later terminated with no outstanding amount as of September 30, 2025[127]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[139].

IPO and Proceeds - The company completed its initial public offering on July 26, 2024, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[109]. - A total of $69,000,000 of the net proceeds from the IPO were deposited in a trust account for the benefit of public stockholders[110]. - The underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the IPO, amounting to $900,000, payable upon the closing of the initial business combination[123]. Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $631,498, with operating costs of $110,661 and interest income of $742,159[120]. - The company incurred a net loss of approximately $42,035 for the three months ended June 30, 2024, due to formation and operation costs[121]. Liquidity and Operations - As of June 30, 2025, the company had cash at bank of $126,055 and working capital of $121,641, indicating a lack of liquidity to sustain operations for a reasonable period[115][116]. - The company has not engaged in any operations or generated revenue to date, with all activities focused on preparing for the IPO and searching for a business combination[119]. - The company intends to use funds held in the trust account primarily to complete its initial business combination and for working capital to finance operations of the target business[114]. Administrative Support - The company has entered into an agreement to pay the sponsor $10,000 per month for administrative support services until the consummation of the initial business combination[124]. Accounting Estimates - The company has not identified any critical accounting estimates that could materially affect its financial statements[126].

IPO and Fundraising - The company completed its initial public offering on July 26, 2024, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[111]. - A private placement of 206,900 units was also completed simultaneously, generating an additional $2,069,000[112]. - The underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds upon the closing of the initial business combination, totaling $1,725,000[124]. - The company has issued an unsecured promissory note allowing borrowing up to $300,000, which may convert into private units upon the initial business combination[120]. Financial Position - As of March 31, 2025, the company had cash at bank of $271,508 and working capital of $232,302, indicating liquidity challenges for sustaining operations[117][118]. - For the three months ended March 31, 2025, the company reported a net income of $630,284, primarily from interest and dividends earned on marketable securities[122]. Business Operations - The company has not engaged in any operations or generated revenue to date, with all activities focused on the search for a prospective initial business combination[121]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination and may withdraw interest to pay taxes[116]. - The company has entered into an administrative services agreement to pay the sponsor $10,000 per month for support services until the initial business combination is consummated[126]. - The company is actively seeking potential target businesses for a business combination, with no specific industry or geographic limitations[114].

Financial Position - As of December 31, 2024, the company had cash and cash in escrow of $411,429 and working capital of $339,724[277]. - The company generated net income of $1,193,616 for the year ended December 31, 2024, primarily from interest and dividends earned in the trust account[279]. - The company incurred cash used by operating activities of $196,752 for the year ended December 31, 2024, mainly due to prepayment of formation and operational costs[285]. - As of December 31, 2024, the company reported no off-balance sheet arrangements[297]. Initial Public Offering (IPO) - The initial public offering (IPO) raised gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[283]. - Following the IPO, a total of $69,000,000 of net proceeds were deposited in the trust account for the purpose of completing the initial business combination[284]. - The underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the IPO, amounting to $1,035,000 upon the closing of the initial business combination[292]. Business Operations and Plans - The company has not engaged in any operations or generated any revenue to date, with all activities focused on preparing for the IPO and searching for a target business[289]. - The company expects to incur significant costs in pursuit of its acquisition plans and may seek shareholder approval to extend the time to complete a business combination if necessary[281]. - The company has a working capital loan note allowing borrowing up to $300,000, which may be converted into private units upon consummation of the initial business combination[288]. - The company has entered into an administrative services agreement to pay the sponsor $10,000 per month for support services until the initial business combination or liquidation[293]. Accounting and Regulatory Compliance - The company does not anticipate any material effects on its unaudited financial statements from recently issued accounting pronouncements that are not yet effective[296]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[298]. - The company is exempt from certain requirements for five years post-initial public offering, including auditor's attestation on internal controls and detailed executive compensation disclosures[299]. - The company is classified as a smaller reporting company and is not required to provide specific market risk disclosures[300].

IPO and Fundraising - The company completed its initial public offering on July 26, 2024, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[90]. - A private placement of 206,900 units was also completed simultaneously, generating an additional $2,069,000[92]. - The underwriting agreement entitles underwriters to a cash commission of 2.5% of gross proceeds upon the closing of the initial business combination[107]. - The company issued an unsecured promissory note to the sponsor for up to $300,000, payable upon consummation of an initial business combination[100]. - The company intends to use funds held in the trust account primarily to complete its initial business combination and for working capital of the target business[96]. Financial Position - As of September 30, 2024, the company had cash at bank of $444,850 and working capital of $427,054, indicating a lack of liquidity for sustaining operations for a reasonable period[98]. - For the nine months ended September 30, 2024, the company reported a net income of $474,123, primarily from interest and dividends earned on marketable securities[104]. - The company incurred cash used by operating activities of $163,331 due to prepayment of formation and operational costs[97]. Operations and Revenue - The company has not engaged in any operations or generated revenue to date, with expectations to generate non-operating income from interest on the trust account[102]. - The company has not identified any critical accounting estimates that could materially affect its financial statements[110].