Form SC 13G - Statement of Beneficial Ownership by Certain Investors
22 November 2024 - 10:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
DT
Cloud Star Acquisition Corporation
(Name
of Issuer)
Ordinary
Shares, par value of $0.0001 per share
(Title
of Class of Securities)
G2853N
106
(CUSIP
Number)
September
30, 2024
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| |
☐ |
Rule
13d-1(b) |
| |
☐ |
Rule
13d-1(c) |
| |
☒ |
Rule
13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13G
CUSIP
No. G2853N 106
| 1.
|
|
Names
of Reporting Persons.
DT
Cloud Star Management Ltd |
| 2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
☐ (b) ☐ |
| 3. |
|
SEC
Use Only
|
| 4. |
|
Citizenship
or Place of Organization
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
5.
|
|
Sole
Voting Power
1,931,900
ordinary shares (See Item 4) |
| 6. |
|
Shared
Voting Power
0 |
| 7. |
|
Sole
Dispositive Power
1,931,900
ordinary shares (See Item 4) |
| 8. |
|
Shared
Dispositive Power
0 |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,931,900
ordinary shares (See Item 4) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
|
Percent
of Class Represented by Amount in Row (9)
21.7%
(See Item 4) |
| 14. |
|
Type
of Reporting Person (See Instructions)
OO |
CUSIP
No. G2853N 106
| 1.
|
|
Names
of Reporting Persons.
Guojian
Chen |
| 2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
☐ (b) ☐ |
| 3. |
|
SEC
Use Only
|
| 4. |
|
Citizenship
or Place of Organization
China |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
5.
|
|
Sole
Voting Power
1,931,900
ordinary shares (See Item 4) |
| 6. |
|
Shared
Voting Power
0 |
| 7. |
|
Sole
Dispositive Power
1,931,900
ordinary shares (See Item 4) |
| 8. |
|
Shared
Dispositive Power
0 |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,931,900
ordinary shares (See Item 4) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
|
Percent
of Class Represented by Amount in Row (9)
21.7%
(See Item 4) |
| 14. |
|
Type
of Reporting Person (See Instructions)
IN |
| Item
1(a). |
Name
of Issuer: |
DT
Cloud Star Acquisition Corporation
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
300
Cadman Plaza West, 12th Floor
Brooklyn
NY 11201
| Item
2(a). |
Name
of Person Filing: |
DT
Cloud Star Management Ltd
Guojian
Chen
| Item
2(b). |
Address
of Principal Business Office, or, if none, Residence: |
c/o
Dt Cloud Star Acquisition Corporation
300
Cadman Plaza West, 12th Floor
Brooklyn
NY 11201
DT
Cloud Star Management Ltd - British Virgin Islands
Guojian
Chen - China
| Item
2(d). |
Title
of Class of Securities: |
ordinary
shares, par value US$0.0001 per share (“Ordinary Shares”)
G2853N
10
| Item
3. |
If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a: |
Not
applicable
The
following information with respect to the ownership of the Ordinary Shares by each of the reporting persons is provided as of September
30, 2024:
| Reporting
person | |
Amount
beneficially owned: | | |
Percent
of class(1) | | |
Sole
power to vote or direct the vote: | | |
Shared power
to vote
or to direct
the vote: | | |
Sole
power to dispose or to direct
the disposition of: | | |
Shared
power to dispose or to direct
the disposition of: | |
| DT
Cloud Star Management Ltd | |
| 1,931,900
| (2) | |
| 21.7 | % | |
| 1,931,900
| (2) | |
| 0 | | |
| 1,931,900
| (2) | |
| 0 | |
| Guojian
Chen | |
| 1,931,900
| (2) | |
| 21.7 | % | |
| 1,931,900
| (2) | |
| 0 | | |
| 1,931,900
| (2) | |
| 0 | |
| |
(1) |
The
percentage of the class of securities beneficially owned by each reporting person is calculated based on 8,900,900 Ordinary Shares
issued as of September 30, 2024. |
| |
|
|
| |
(2) |
Represents
shares held of record by DT Cloud Star Management Ltd. DT Cloud Star Management Ltd 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 DT Cloud Star
Management Ltd and may be deemed to have beneficial ownership of the ordinary shares held directly by DT Cloud Star Management Ltd.
|
| Item
5. |
Ownership
of Five Percent or Less of a Class |
Not
applicable
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person |
Not
applicable
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not
applicable
| Item
8. |
Identification
and Classification of Members of the Group |
Not
applicable
| Item
9. |
Notice
of Dissolution of Group |
Not
applicable
Not
applicable
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
November 22, 2024
| |
DT
Cloud Star Management Ltd |
| |
|
|
| |
By: |
/s/
Guojian Chen |
| |
Name: |
Guojian
Chen |
| |
Title: |
Sole
Director |
| |
|
|
| |
Guojian
Chen |
| |
|
|
| |
By: |
/s/
Guojian Chen |
LIST
OF EXHIBITS
Exhibit
99.1 – Joint Filing Agreement dated November 22, 2024, by and among the Reporting Persons
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to
the joint filing, on behalf of each of them, of a statement on Schedule 13G (including amendments thereto) with respect to ordinary shares
par value of US$0.0001 per share of DT Cloud Star Acquisition Corporation, a Cayman Islands company; and (ii) that this agreement
be included as Exhibit 99.1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of
any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
[Execution
page follows]
IN
WITNESS WHEREOF, the undersigned have executed this agreement.
Date:
November 22, 2024
| |
DT Cloud Star Management Ltd |
| |
|
| |
By: |
/s/
Guojian Chen |
| |
Name: |
Guojian Chen |
| |
Title: |
Sole Director |
| |
|
| |
Guojian Chen |
| |
|
| |
By: |
/s/
Guojian Chen |
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