United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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ITEM 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on October 28, 2024, DT Cloud Star Acquisition Corporation (the “Company”) issued an unsecured promissory note (“the “Promissory Note”) to DT Cloud Star Management Limited (the “Sponsor”), pursuant to which the Company 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.
On July 29, 2025, the Company entered into a Letter Agreement to the Promissory Note (the “Letter Agreement”) with the Sponsor, pursuant to which the Company and the Sponsor agreed to terminate the Promissory Note and confirmed that the outstanding amount that the Company borrowed under the Promissory Note was nil.
The Letter Agreement is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference. The foregoing is only a brief description of the material terms of the Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entity by reference to such exhibit.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Letter Agreement to Promissory Note | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 31, 2025
| DT CLOUD STAR ACQUISITION CORPORATION | ||
| By: | /s/ Sam Zheng Sun | |
| Name: | Sam Zheng Sun | |
| Title: | Chief Executive Officer | |
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