Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry Into a Material Definitive Agreement
As
approved by its shareholders at the annual meeting of shareholders held on October 1, 2026 (the “ Annual Meeting ”),
DT Cloud Star Acquisition Corporation (the “ Company ”) entered into an amendment to the Investment Management Trust
Agreement (the “ Trust Agreement ”), with Wilmington Trust National Association, a national banking association, as
trustee, dated as of October 1, 2026 (the “ Trust Amendment ”). Pursuant to the Trust Amendment, the Company has the
right to extend the time to complete its business combination (the “ Business Combination Period ”) under the Trust
Agreement for a period of twelve months from October 26, 2026 to October 26, 2027, by depositing into the trust account (the “ Trust
Account ”) $0.033 for each remaining public share (the “ Extension Payment ”) for each one-month extension.
The
foregoing descriptions of the Trust Amendment are qualified in their 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.
Item
5.03. Amendments to Articles of Incorporation or Bylaws.
The
fourth amended and restated memorandum and articles of association (the “ Fourth Amended And Restated Memorandum and Articles
of Association ”) was approved by the shareholders of the Company at the Annual Meeting on October 1, 2026.
The
foregoing descriptions of the Company’s Fourth Amended And Restated Memorandum and Articles of Association are qualified in their
entirety by reference to the full text of the Company’s Fourth Amended And Restated Memorandum and Articles of Association, 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 1, 2026, the Company held the Annual Meeting. On September 9, 2026, the record date for the Annual Meeting, there were 3,653,409
ordinary shares of the Company entitled to vote at the Annual Meeting, of which 2,766,246, or approximately 75.72% of the total outstanding
ordinary shares of the Company, 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 the Company’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 2,766,196 50 0
Kenneth Lam 2,766,196 50 0
Shaoke Li 2,766,196 50 0
Longjiao Li 2,766,196 50 0
Chi Zhang 2,766,196 50 0
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, 2026.
FOR AGAINST ABSTAIN
───────────────────────────────────────
2,766,096 0 150
3.
Trust Amendment
Shareholders
approved the proposal to amend the Company’s Trust Agreement by and between the Company and Wilmington Trust National Association,
as trustee, dated as of July 24, 2024, as amended on October 22, 2025, giving the Company the right to extend the Business Combination
Period up to twelve additional times, each by a period of one month, from October 26, 2026 to October 26, 2027, by depositing into the
Trust Account $0.033 for each remaining public share for each one-month extension.
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
───────────────────────────────────────
2,765,072 1,124 50
4.
Charter Amendment
Shareholders
approved the proposal to amend the Company’s third amended and restated memorandum and articles of association, to extend the Business
Combination Period to October 26, 2027, by adopting the Fourth Amended And Restated Memorandum and Articles of Association.
Adoption
of the Charter 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
───────────────────────────────────────
2,765,172 1,024 50
Item
8.01. Other Events.
In
connection with the shareholders’ vote at the Annual Meeting, 787,135 outstanding shares were tendered for redemption.