United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
February
4, 2026
Date
of Report (Date of earliest event reported)
DT
CLOUD STAR ACQUISITION CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
001-42167 |
|
N/A00-0000000 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
Office
51, 10 Fl, 31 Hudson Yards
New
York, NY |
|
10001 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(+1)
(718) 865-2000
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act: None.
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Ordinary Share, $0.0001 par value per share, and one Right |
|
DTSQU |
|
The
Nasdaq Stock Market LLC |
| Ordinary
Shares |
|
DTSQ |
|
The
Nasdaq Stock Market LLC |
| Rights,
each entitling the holder to receive one-ninth (1/9) of one Ordinary Share |
|
DTSQR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosure.
On
February 4, 2026, DT Cloud Star Acquisition Corporation (“DTCS” or “Parent”) and PrimeGen US, Inc., a
Delaware corporation (the “Company” or “PrimeGen”), issued a joint press release announcing the execution
of a business combination agreement, dated as of February 2, 2026 (as it may be amended, supplemented, or otherwise modified from time
to time, the “Business Combination Agreement”) by and among (1) DTCS, (2) the Company, (3) DTSQ Purchaser Inc., a Delaware
corporation and a wholly owned subsidiary of the Company (“Purchaser”), and (4) DTSQ Merger Sub Inc., a Delaware corporation
and a wholly owned subsidiary of Purchaser (“Merger Sub”, together with Parent and Purchaser, the “Parent Parties”).
The transactions contemplated by the Business Combination Agreement are referenced as the “Business Combination”. A copy
of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The
press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in
this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in the filing.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain statements that are not historical facts and are forward-looking statements within the meaning
of the federal securities laws with respect to the Business Combination, including without limitation statements regarding the expectations
regarding the timing and completion of the proposed business combination, the anticipated listing on Nasdaq, the expected proceeds and
use of capital, the timing and results of clinical trials, anticipated regulatory submissions and approvals, the commercial potential
of product candidates, and statements regarding the capabilities and potential of PrimeGen US’s technology platform. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “think,”
“strategy,” “future,” “opportunity,” “potential,” “plan,” “seeks,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties.
These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to: (i) the risk that the Business Combination may not be
completed in a timely manner or at all, which may adversely affect the price of DTCS’s securities; (ii) the risk that the Business
Combination may not be completed by DTCS’s business combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by DTCS; (iii) the failure to satisfy the conditions to the consummation of the Business Combination,
including the approval of the Business Combination Agreement by the shareholders of DTCS, the satisfaction of the closing requirements
and the receipt of certain governmental, regulatory and third party approvals; (iv) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Business Combination Agreement; (v) redemptions exceeding anticipated levels; (vi) the
failure to meet Nasdaq initial listing standards in connection with the consummation of the Business Combination; (vii) the effect of
the announcement or pendency of the Business Combination on the Company’s business relationships, operating results, and business
generally; (viii) risks that the Business Combination disrupts current plans and operations of the Company; (ix) the outcome of any legal
proceedings that may be instituted against Parent Parties and the Company related to the Business Combination Agreement or the Business
Combination; (x) the inherent uncertainty of clinical success and the risk that trials may be delayed or fail to meet primary endpoints;
(xi) changes in domestic and global general economic conditions; (xii) the possibility that FDA or other regulatory authorities may
not approve candidates or may require additional data; (xiii) compliance with emerging regulations, including the BIOSECURE Act, and
other applicable regulations and their impact on manufacturing and supply chain partnerships; (xiv) the risk that Parent may not
be able to develop and maintain effective internal controls; (xv) costs related to the Business Combination and the failure to realize
anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with
respect to estimated shareholder redemptions; (xvi) the ability to recognize the anticipated benefits of the Business Combination and
to achieve commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among
other things, competition, the ability of the Company to grow and manage growth economically and hire and retain key employees; (xvii)
inability to achieve successful results or to obtain licensing of third-party intellectual property rights for future discovery and development
of the Company’s projects; (xviii) failure to commercialize products and achieve market acceptance of such products; (xix) the
risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms
or at all; (xx) the risk of
product liability or regulatory lawsuits or proceedings relating to the Company’s business; (xxi) risks associated with intellectual
property protection; (xxii) the risk that the Company is unable to secure or protect its intellectual property and (xxiii) those factors
discussed in documents of DTCS and Parent filed or to be filed with the SEC, including in the registration statement relating to the
Business Combination (the “Registration Statement”).
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that will be described in the “Risk Factors” section of the Registration Statement and the amendments thereto, and other
documents to be filed by DTCS and Purchaser from time to time with the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and while Purchaser and DTCS may elect to update these forward-looking statements at some point in the future, they assume
no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by applicable law. None of DTCS or the Company gives any assurance that DTCS or the Company will achieve expectations.
These forward-looking statements should not be relied upon as representing Company’s or DTCS’s assessments as of any date
subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon any forward-looking statements.
Additional
Information About the Business Combination and Where to Find It
In
connection with the Business Combination Agreement and the Business Combination, Purchaser intends to file relevant materials with the
SEC, including the Registration Statement, which will include a proxy statement/prospectus of DTCS, and a prospectus for the registration
of Purchaser securities in connection with the Business Combination.
THIS
CURRENT REPORT ON FORM 8-K IS NOT A SUBSTITUTE FOR THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS OR ANY OTHER
DOCUMENT THAT DTCS WILL SEND TO ITS SHAREHOLDERS IN CONNECTION WITH THE BUSINESS COMBINATION.
THE
PARTIES URGE THEIR INVESTORS, SHAREHOLDERS, AND OTHER INTERESTED PERSONS TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS
AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, IN EACH CASE WHEN FILED WITH THE SEC AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT DTCS, THE COMPANY, PURCHASER, MERGER SUB AND THE BUSINESS COMBINATION.
After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents
will be mailed to the shareholders of DTCS as of the record date in the future to be established for voting on the Business Combination
and will contain important information about the Business Combination and related matters. Shareholders of DTCS and other interested
persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant
documents in connection with DTCS’s solicitation of proxies for the meeting of shareholders to be held to approve, among other
things, the Business Combination, because they will contain important information about DTCS, the Company, Merger Sub, Purchaser
and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus,
the definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination, without charge,
once available, at the SEC’s website at www.sec.gov or by directing a request to: DT Cloud Star Acquisition Corporation, Office
51, 10 Fl, 31 Hudson Yards, New York, NY, telephone: +1 (718) 865-2000. The information contained on, or that may be accessed through,
the websites referenced in this Form 8-K in each case is not incorporated by reference into, and is not a part of, this Form 8-K.
Participants
in the Solicitation
DTCS
and the Company, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may
be deemed participants in the solicitation of proxies of DTCS’s shareholders in connection with the Business Combination. Investors
and security holders may obtain more detailed information regarding the names and interests in the Business Combination of the directors
and officers of DTCS and Purchaser in the Registration Statement to be filed with the SEC by Purchaser, which will include the proxy
statement of DTCS for the Business Combination. Information about DTCS’s directors and executive officers is also available in
the DTCS’s filings with the SEC.
Non-Solicitation
This
Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description
of Exhibits |
| 99.1 |
|
Press Release dated February 4, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
February 4, 2026 |
|
| |
|
| DT
CLOUD STAR ACQUISITION CORPORATION |
|
| |
|
| By: |
/s/
Sam Zheng Sun |
|
| Name:
|
Sam
Zheng Sun |
|
| Title: |
Chief
Executive Officer |
|
