Dt Cloud Star Acquisition CORP DEFA14A Filing

Key Financial Figures

• $35,000 — nil for all remaining public shares to $35,000 for all remaining public shares (the &l
• $75,000 — the “ Trust Account ”) from $75,000 to $35,000 to extend the business combi

Filing Documents

• formdefa14a.htm (DEFA14A) — 82KB
• 0001493152-25-028034.txt ( ) — 83KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a) Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 DT Cloud Star Acquisition Corporation (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. EXPLANATORY NOTE DT Cloud Star Acquisition Corporation (“DT Cloud Star,” the “Company,” “we,” “our,” or “us”) is filing these definitive additional proxy materials with respect to the definitive proxy statement filed by DT Cloud Star with the Securities and Exchange Commission (the “SEC”) on December 2, 2025 (the “Definitive Proxy Statement”), for the Extraordinary General Meeting of Shareholders scheduled for December 15, 2025 and adjourned to December 22, 2025, in order to confirm the increase of amount of the proposed monthly extension fee described in the Definitive Proxy Statement from nil for all remaining public shares to $35,000 for all remaining public shares (the “Extension Payment”) for each one-month extension. All other information in the Definitive Proxy Statement remains unchanged. SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT The following disclosures should be read in conjunction with the disclosures contained in the Definitive Proxy Statement, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. The terms used below, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement. SUPPLEMENT NO. 1, DATED DECEMBER 16, 2025 (TO THE DEFINITIVE PROXY STATEMENT OF DT CLOUD STAR ACQUISITION CORPORATION DATED DECEMBER 2, 2025) SUPPLEMENT TO THE PROXY STATEMENT This supplement to the Definitive Proxy Statement (the “Supplement”), supplements, updates and amends the Definitive Proxy Statement of the Company filed with the SEC on December 2, 2025. The following supplemental information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. The Proposal 1 on the cover page of the Notice of Extraordinary General Meeting of Shareholders is hereby amended and restated as follows: 1. a proposal to further amend, by the affirmative vote of sixty-five percent (65%) of the then outstanding ordinary shares of the Company, the Company’s investment management trust agreement (the “ Trust Agreement ”), dated July 24, 2024 entered into by the Company and Wilmington Trust National Association, a national banking association, as trustee (the “ Trustee ”), to lower the monthly extension fee (the “Monthly Extension Fee ”) deposited into the trust account (the “ Trust Account ”) from $75,000 to $35,000 to extend the business combination period (the “Business Combination Period” ) from December 26, 2025 to October 26, 2026. The Trust Amendment is attached to the accompanying proxy statement as Annex A (the “Proposal 1” or “Trust Amendment Proposal” ); The last but two paragraph on the first page of the Notice of Extraordinary General Meeting of Shareholders is hereby amended and restated as follows: Currently, according to our Third Amended and Restated Memorandum and Articles of Association and the Trust Agreement, the Company has the right to extend the Business Combination Period from December 26, 2025 to October 26, 2026 by depositing $75,000 for each one month extended. The purpose of the Trust Amendment Proposal is to allow DT Cloud Star to extend the period of time to consummate a business combination. Our Board has determined that it is in the best interests of our shareholders to pay the monthly extension fee to $35,000 for all remaining public shares for each monthly extension. The Proposal 1 on the cover page of the Proxy Statement is hereby amended and restated as follows: 1. a proposal to further amend, by the affirmative vote of sixty-five percent (65%) of the then outstanding ordinary shares of the Company, the Company’s investment management trust agreement (the “ Trust Agreement ”), dated July 24, 2024 entered int

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