SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DT Cloud Star Management Ltd

(Last)

(First)

(Middle)

C/O DT CLOUD STAR ACQUISTION CORPORATION

FLOORS 1 THROUGH 3, 175 PEARL STREET

(Street)

BROOKLYN

11201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DT Cloud Star Acquisition Corp [ DTSQU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	07/26/2024		P		206,900⁽⁴⁾	A	⁽¹⁾	1,931,900⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Rights to purchase Ordinary Share	$0	07/26/2024		P		206,900⁽⁴⁾		⁽²⁾	⁽³⁾	Ordinary Shares	22,988⁽⁴⁾	⁽¹⁾	206,900⁽⁴⁾	D

Explanation of Responses:

1. The securities reported herein are held as units ("Units"), with each Unit consisting of one ordinary share, par value $0.0001 per share ("Ordinary Share"), of DT Cloud Star Acquisition Corporation (the "Company") and one right to receive one-ninth (1/9) of one Ordinary Share upon the consummation of an initial business combination (the "Rights"). The Units are purchased for a total price of $2,069,000 with each Unit for $10.00.

2. Each Right will entitle the holder to receive one-ninth (1/9) of one Ordinary Share upon the consummation of the Issuer's initial business combination, as described in the Issuer's prospectus filed with the SEC.

3. The Rights will expire upon liquidation of the Issuer if the initial business combination is not completed within the prescribed timeframe as described in the Issuer's prospectus filed with the SEC.

4. Represents securities held of record by DT Cloud Star Management Limited, the sponsor of the Issuer. The sponsor is governed by its sole director, Mr. Guojian Chen. As such, Mr. Chen has voting and investment discretion with respect to the ordinary shares held of record by the sponsor and may be deemed to have beneficial ownership of the ordinary shares held directly by the sponsor.

	/s/ Guojian Chen, Sole Director of DT Cloud Star Management Limited	07/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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