Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2024, we issued an unsecured promissory note to DT Cloud Star Management Limited (the "Sponsor"), pursuant to which we may borrow up to an aggregate principal amount of $300,000 (the "Working Capital Loan Note"). The Working Capital Loan Note is non-interest-bearing, and the principal under the Working Capital Loan Note is payable on the date on which we consummate an initial business combination. The Sponsor has the right, but not the obligation, to convert the Working Capital Loan Note, in whole or in part, into private units (the "Conversion Units") containing the same securities as issued in our initial public offering and as described in the final prospectus dated July 24, 2024. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor, by (y) $10.00. We have also granted registration rights to the Sponsor regarding the Conversion Units as described in the registration rights agreement dated July 24, 2024. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.