DT Cloud Star Acquisition Corp. Files S-1/A Amendment

TL;DR

DT Cloud Star Acquisition Corp. filed an S-1/A, moving closer to IPO. Keep an eye on this SPAC.

AI Summary

DT Cloud Star Acquisition Corp. filed an S-1/A amendment on June 7, 2024, for its registration statement. The company, incorporated in the Cayman Islands, has its principal executive offices at 175 Pearl Street, Brooklyn, NY. This filing is an amendment to a previous registration, indicating ongoing efforts to go public.

Why It Matters

This S-1/A filing signifies that DT Cloud Star Acquisition Corp. is continuing its process to become a publicly traded company, which could lead to new investment opportunities.

Risk Assessment

Risk Level: medium — As a SPAC, the company's success is contingent on finding and merging with a suitable target business, which carries inherent risks.

Key Numbers

• 333-278982 — SEC File Number (Identifies this specific registration filing with the SEC.)
• 20240607 — Filing Date (The date this amendment was officially filed with the SEC.)

Key Players & Entities

• DT Cloud Star Acquisition Corp. (company) — Registrant
• Cayman Islands (jurisdiction) — Place of incorporation
• 175 Pearl Street, Brooklyn, New York 11201 (address) — Principal executive offices
• Cogency Global Inc. (company) — Agent for service
• Dan Ouyang, Esq. (person) — Legal counsel
• K. Ronnie Li, Esq. (person) — Legal counsel
• Wilson Sonsini Goodrich & Rosati Professional Corporation (company) — Legal counsel

FAQ

Key Financial Figures

• $60,000,000 — SUBJECT TO COMPLETION, DATED , 2024 $60,000,000 DT Cloud Star Acquisition Corporation
• $10.00 — nit that we are offering has a price of $10.00 and consists of one ordinary share and
• $0.03 — ees are not obligated to) an additional $0.03 per public share for each one-month ext
• $180,000 — for each one-month extension, totaling $180,000 per month based on the offering size of
• $207,000 — the offering size of 6,000,000 units or $207,000 per month if the underwriters’ ov
• $1,620,000 — in full (yielding up to an aggregate of $1,620,000 in additional deposits, or $1,863,000 i
• $1,863,000 — f $1,620,000 in additional deposits, or $1,863,000 if the underwriters’ over-allotme
• $1,934,000 — vate unit for a total purchase price of $1,934,000 (or $2,069,000 if the underwriters&rsqu
• $2,069,000 — total purchase price of $1,934,000 (or $2,069,000 if the underwriters’ over-allotme

Filing Documents

• forms-1a.htm (S-1/A) — 1917KB
• ex23-1.htm (EX-23.1) — 4KB
• forms-1_001.jpg (GRAPHIC) — 22KB
• 0001493152-24-023044.txt ( ) — 1952KB

From the Filing

filed with the U.S. Securities and Exchange Commission on June 7, 2024. Registration No. 333-278982 UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 DT Cloud Star Acquisition Corporation (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary (I.R.S. Employer Identification Number) Floors 1 through 3, 175 Pearl Street Brooklyn, New York 11201 (718) 865-2000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (800) 221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Dan Ouyang, Esq. K. Ronnie Li, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation Unit 2901, 29F, Tower C, Beijing Yintai Centre No. 2 Jianguomenwai Avenue Chaoyang District, Beijing 100022 The People’s Republic of China (86) 10 6529-8300 Huan Lou, Esq. David B. Manno, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31 st Floor New York, NY 10036 (212) 930-9700 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated reporting company 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 7(a)(2)(B) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS $60,000,000 DT Cloud Star Acquisition Corporation 6,000,000 Units DT Cloud Star Acquisition Corporation is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one ordinary share and one right to receive one-seventh (1/7) of one ordinary share upon the consummation of an initial business combination, as des

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