Dt Cloud Star Acquisition Corp

This proposal asks shareholders to amend the Company’s Investment Management Trust Agreement to allow the SPAC to extend the date on which it must commence liquidating the Trust Account by up to twelve one‑month extensions (moving the last liquidation date from October 26, 2026 to October 26, 2027), with each one‑month extension effected by depositing $0.033 per remaining public share into the Trust Account. Management is seeking shareholder approval because the Trust Agreement, as currently drafted, constrains the Company’s life and requires shareholder consent to amend the trustee’s liquidation triggers; approval is a precondition to implementing monthly extensions and to the sponsor’s planned contributions. The amendment reduces the monthly extension fee relative to prior extension terms referenced in the filing and therefore preserves more cash for a potential business combination while still permitting holders to redeem; however, any Withdrawal Amount paid to redeeming public shareholders will reduce the cash available in the Trust Account for a combination. The filing discloses that the sponsor has agreed to deposit the monthly extension payments (as loans) if the amendment is approved, but those contributions are repayable and not interest bearing and conditioned on approval. A material governance consideration is that the sponsor and insiders control a substantial percentage of voting power (approx. 52.9% as of the record date), which makes management likely to carry the vote but also raises potential conflicts because founder/private placement shares would otherwise expire worthless on liquidation. Practically, approval requires a high threshold (65% of outstanding shares) and, if approved, will permit the Company to avoid mandatory liquidation at the current deadline and retain the remaining (net) Trust Account proceeds for consummating a business combination; conversely, it lowers the immediate per‑share cash available to continuing public shareholders and may require the Company to seek additional financing to complete a deal. The Board recommends the amendment as necessary to provide adequate time to complete a combination, while the Company reiterates that shareholders retain redemption rights in connection with the vote and in future business‑combination votes.

This management proposal seeks shareholder approval to amend the Company’s charter to extend the deadline to complete an initial business combination from October 26, 2026 to October 26, 2027 by adopting a new Fourth Amended and Restated Memorandum and Articles of Association. Management frames the request as necessary because the Company does not believe it can complete a business combination within the current time window and extension is preferable to compulsory liquidation. The charter change requires a special resolution (affirmative vote of at least two‑thirds of shares present and voting), a higher threshold than ordinary proposals, and brokers will not be able to exercise discretionary votes on the matter, making shareholders’ participation important. If approved, the Company will retain the ability to pursue a transaction through the extended date and, together with the Trust Amendment, to remove a Withdrawal Amount for redeeming shareholders, but such withdrawals will reduce the Trust Account and therefore the cash available to consummate a deal. The filing discloses sponsor commitments to fund extension fees (subject to conditions) and reiterates that public shareholders retain redemption rights in connection with votes on extension and future business combinations. The governance and conflict‑of‑interest context includes the sponsor’s large voting stake and founder shares that would otherwise be worthless on liquidation, which may align insiders to vote for extension; the Company commits that any business combination with an affiliate would require an independent fairness opinion. The Board recommends approval as in shareholders’ interest to preserve the possibility of participating in a prospective business combination, but shareholders should weigh the tradeoff between additional time and the reduction in per‑share Trust Account cash and the potential need for additional financing.

This procedural proposal asks shareholders to empower the meeting chairman to adjourn the meeting—if, based on the tabulated votes at the time, there are not sufficient votes to approve one or more of the substantive proposals—so that management can continue to solicit proxies and attempt to obtain the votes needed for approval. Management seeks this authority as a contingency to avoid having the meeting conclude without the required votes, which could force liquidation or require convening another meeting at additional cost and delay. The adjournment power is particularly material here because Proposals 3 and 4 are non‑routine (brokers lack discretionary voting) and require high thresholds (65% and two‑thirds), increasing the likelihood that additional solicitation may be needed to secure approval. If adopted, the adjournment would allow management to extend outreach to shareholders, potentially buy additional time to convert or buy shares, or otherwise marshal support; the board notes insiders are expected to vote their controlled shares in favor. Conversely, adjournment can prolong uncertainty for public shareholders and delay the timeline for redemptions or liquidation distributions. The Board recommends a FOR vote to preserve flexibility to obtain the necessary approvals and to avoid the costs and operational disruption that would follow an immediate failure to secure requisite votes.