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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
November
10, 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/a
00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
25
Christopher Columbus Dr Apt 4411
Jersey
City, NJ |
|
07302 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (718) 865-2000
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:
| 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
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed, on February 2, 2026, DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (“DTCS”
or “Parent”), entered into a business combination agreement (as it may be amended, supplemented, or otherwise modified
from time to time, the “BCA”) with DTSQ Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of the
Parent (“Purchaser”), DTSQ Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger
Sub”, together with the Company and Purchaser, the “Parent Parties”), and PrimeGen US, Inc., a Delaware
corporation (the “Company”). Pursuant to the BCA, subject to the terms and conditions set forth therein, at the closing
of the transactions contemplated by the BCA (the “Closing”), (i) the Parent shall merge with and into the Purchaser
(the “Redomestication Merger”), with Purchaser surviving the Redomestication Merger; and (ii) at least one business
day subsequent to the consummation of the Redomestication Merger, Merger Sub shall merge with and into the Company (the “Acquisition
Merger” and together with the Redomestication Merger, the “Mergers”), with the Company surviving the Acquisition
Merger (the “Surviving Corporation”).
On
November 10, 2026, the parties entered into the first amendment to the BCA (the “First Amendment”), pursuant to which
(a) certain provisions pertaining to the conversion of Parent rights in the Redomestication Merger are clarified and corrected, such
that, at or immediately prior to the effective time of the Redomestication Merger, all outstanding Parent units will separate into their
component Parent ordinary shares and Parent rights, and each outstanding Parent right will be converted into one-ninth (1/9) of one Purchaser
ordinary share, (b) the outside date by which the conditions to Closing must be satisfied or waived, after which either Parent or the
Company may terminate the BCA, is extended to January 31, 2027, and (c) certain Closing arrangements and certain definitions are revised.
Except as expressly provided in the First Amendment, the terms and provisions of the BCA remain unchanged and in full force and effect.
The
foregoing descriptions of the BCA and the First Amendment do not purport to be complete and are qualified in their entirety by reference
to the full text, which are filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission
on February 6, 2026 and incorporated herein by reference, and Exhibit 2.2 to this Current Report on Form 8-K, separately.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 2.1 |
|
Business
Combination Agreement, dated February 2, 2026, by and among DT Cloud Star Acquisition Corporation, DTSQ Purchaser Inc., DTSQ Merger
Sub Inc., and PrimeGen US, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report
on Form 8-K filed by the Parent on February 6, 2026) |
| 2.2 |
|
First Amendment to the Business Combination Agreement, dated November 10, 2026, by and among DT Cloud Star Acquisition Corporation, DTSQ Purchaser Inc., DTSQ Merger Sub Inc., and PrimeGen US, Inc. |
| 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:
November 12, 2026
| DT
CLOUD STAR ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/
Sam Zheng Sun |
|
| Name: |
Sam
Zheng Sun |
|
| Title: |
Chief
Executive Officer |
|
