| Item 1. | |
| (a) | Name of issuer:
DT Cloud Star Acquisition Corp |
| (b) | Address of issuer's principal executive offices:
300 Cadman Plaza West, 12th Floor, Brooklyn, New York, 11201 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester:), a Delaware limited liability company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"), a Massachusetts business trust.
Virtus, a registered investment adviser, serves as the investment adviser to MF and The Merger Fund VL ("MF VL"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL and JNL Multi-Manager Alternative Fund ("JARB", together with MF and MF VL, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester. |
| (b) | Address or principal business office or, if none, residence:
Westchester Capital Management, LLC
100 Summit Lake Drive, Valhalla, NY 10595
Virtus Investment Advisers, LLC
One Financial Plaza, Hartford, CT 06103
The Merger Fund
101 Munson Street, Greenfield, MA 01301-9683 |
| (c) | Citizenship:
Each of Westchester and Virtus are organized under the laws of the State of Delaware. MF is organized under the laws of the State of Massachusetts. |
| (d) | Title of class of securities:
Ordinary shares, $0.0001 par value per share |
| (e) | CUSIP No.:
G2853N106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) |  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Westchester Capital Management, LLC: 619,817
Virtus Investment Advisers, LLC: 606,893
The Merger Fund: 602,791 |
| (b) | Percent of class:
Westchester Capital Management, LLC: 6.96%
Virtus Investment Advisers, LLC: 6.82%
The Merger Fund: 6.77% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Westchester Capital Management, LLC: 12,924
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
|
| | (ii) Shared power to vote or to direct the vote:
Westchester Capital Management, LLC: 606,893
Virtus Investment Advisers, LLC: 606,893
The Merger Fund: 602,791
|
| | (iii) Sole power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 12,924
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 606,893
Virtus Investment Advisers, LLC: 606,893
The Merger Fund: 602,791
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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