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

TL;DR

SPAC DT Cloud Star Acquisition Corp. filed an S-1/A, moving closer to a deal.

AI Summary

DT Cloud Star Acquisition Corp. filed an S-1/A amendment on July 9, 2024, for its registration statement. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located at 175 Pearl Street, Brooklyn, New York. This filing is an amendment to its initial registration, indicating ongoing efforts to complete its business combination.

Why It Matters

This S-1/A filing signifies that DT Cloud Star Acquisition Corp. is continuing its process to identify and merge with a target company, which is a crucial step for a Special Purpose Acquisition Company (SPAC).

Risk Assessment

Risk Level: medium — SPACs inherently carry risks related to the successful completion of a business combination and the valuation of the target company.

Key Numbers

• 333-278982 — SEC File Number (Identifies this specific registration filing with the SEC.)
• 241107610 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• DT Cloud Star Acquisition Corp. (company) — Registrant
• Cayman Islands (location) — Jurisdiction of incorporation
• 175 Pearl Street, Brooklyn, New York (location) — Principal executive offices
• July 9, 2024 (date) — Filing date
• Cogency Global Inc. (company) — Agent for service
• Dan Ouyang, Esq. (person) — Counsel
• K. Ronnie Li, Esq. (person) — Counsel
• Wilson Sonsini Goodrich & Rosati Professional Corporation (company) — Legal counsel

FAQ

Key Financial Figures

• $60,000,000 — ECT TO COMPLETION, DATED July 9, 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
• $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) — 2045KB
• ex1-1.htm (EX-1.1) — 314KB
• ex3-2.htm (EX-3.2) — 975KB
• ex4-1.htm (EX-4.1) — 32KB
• ex4-3.htm (EX-4.3) — 31KB
• ex4-4.htm (EX-4.4) — 99KB
• ex5-1.htm (EX-5.1) — 116KB
• ex5-2.htm (EX-5.2) — 31KB
• ex10-1.htm (EX-10.1) — 59KB
• ex10-2.htm (EX-10.2) — 146KB
• ex10-3.htm (EX-10.3) — 127KB
• ex10-4.htm (EX-10.4) — 73KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 20KB
• forms-1_001.jpg (GRAPHIC) — 22KB
• ex3-2_001.jpg (GRAPHIC) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex5-2_001.jpg (GRAPHIC) — 5KB
• ex5-2_002.jpg (GRAPHIC) — 2KB
• 0001493152-24-026631.txt ( ) — 4122KB

From the Filing

filed with the U.S. Securities and Exchange Commission on July 9, 2024. Registration No. 333-278982 UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 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-ninth (1/9) of one ordinary share upon the consummation of an initial business combination, as descr

View Full Filing

View this S-1/A filing on SEC EDGAR