DT Cloud Star Acquisition Corporation filings document the disclosure record of a Cayman Islands SPAC with Nasdaq-listed ordinary shares and rights. The company’s reports cover its unit and rights structure, trust-account mechanics, deadline extensions, shareholder voting and redemption procedures, and capital-structure matters related to its blank-check issuer purpose.
Material-event filings also disclose business-combination agreements and Regulation FD communications, Nasdaq continued-listing notices, proxy-related meeting actions, and governance changes such as director departures. These filings frame the company’s public-company status, SPAC securities, compliance matters, and corporate governance record.
DT Cloud Star Acquisition Corporation entered into a definitive business combination agreement with PrimeGen US, Inc.. The deal values the combined company at a purchase price formula anchored at $1,489,800,000, paid in newly issued DTCS successor shares.
The structure involves a Cayman-to-Delaware redomestication, followed by a merger where PrimeGen becomes the surviving company. DTCS public and insider shareholders will receive U.S. common stock, and non‑redeeming holders are allocated 1,931,900 Non‑Redemption Warrants with a $2.00 exercise price.
PrimeGen stockholders will receive Class A or Class B common stock in the new parent, subject to customary closing conditions, shareholder approvals, Nasdaq listing, and an outside date of October 26, 2026. Key holders sign support, lock‑up, and registration rights agreements, with lock‑ups generally lasting up to 180 days but ending earlier if share‑price or change‑of‑control triggers are met.
DT Cloud Star Acquisition Corporation signed a Business Combination Agreement to merge with PrimeGen US, Inc.. The deal uses a two-step structure: DT Cloud Star will first redomesticate via a merger into DTSQ Purchaser Inc., then a separate merger will combine Purchaser with PrimeGen, leaving PrimeGen as the surviving operating company.
The Acquisition Merger values the transaction at up to $1,489,800,000, subject to adjustments for existing PrimeGen warrants and stock options, with consideration paid in DTSQ Purchaser common stock to PrimeGen shareholders. Existing DT Cloud Star shareholders will see their ordinary shares convert into Purchaser Class A shares, and public and other eligible holders will receive 1,931,900 Non-Redemption Warrants in total, exercisable at $2.00 per share starting six months after closing. The parties agreed to support, lock-up and registration rights arrangements, and the merger is subject to shareholder approvals, SEC effectiveness of a Form S-4, Nasdaq listing of the new shares and other customary conditions, with an outside date of October 26, 2026.
DT Cloud Star Acquisition Corporation received an updated ownership report from Wolverine Asset Management and related parties. They report beneficial ownership of 140,506 ordinary shares of the issuer’s $0.0001 par value ordinary shares, representing 3.9% of the outstanding class.
The filing, dated as of an event on 12/31/2025, lists Wolverine Asset Management, LLC, Wolverine Holdings, LLC, and individuals Christopher L. Gust and Robert R. Bellick as reporting persons. They share voting and dispositive power over these shares and certify the position is held in the ordinary course of business, not to change or influence control.
DT Cloud Star Acquisition Corporation and PrimeGen US, Inc. announced they have entered into a business combination agreement under which PrimeGen will combine with DTCS through newly formed subsidiaries. This transaction would effectively take PrimeGen public via DTCS, subject to shareholder approvals and other closing conditions.
The companies highlight forward-looking expectations around a potential Nasdaq listing, use of capital, clinical trial progress, regulatory submissions and approvals, and commercialization of PrimeGen’s product candidates and technology platform. They also outline extensive risks, including failure to close the deal on time or at all, high shareholder redemptions, not meeting Nasdaq listing standards, clinical and regulatory setbacks, additional capital needs, and intellectual property and product liability exposure.
DT Cloud Star Acquisition Corporation announced that it and PrimeGen US, Inc. have signed a Business Combination Agreement dated February 2, 2026. The deal structure uses newly formed subsidiaries DTSQ Purchaser Inc. and DTSQ Merger Sub Inc. as the transaction vehicles for the proposed business combination.
The report emphasizes that many statements about timing, Nasdaq listing, expected proceeds, clinical trial results, regulatory approvals, and the commercial potential of PrimeGen’s product candidates are forward-looking and subject to significant risks and uncertainties. DTCS plans a registration statement that will include a proxy statement/prospectus, and shareholders are told that this communication is not an offer or solicitation to buy, sell, or vote on any securities.
DT Cloud Star Acquisition Corp received an amended Schedule 13G showing that Feis Equities LLC and Lawrence M. Feis beneficially own 352,550 ordinary shares, or 9.78% of the company. This ownership percentage is based on 3,603,409 ordinary shares outstanding as of October 22, 2025.
Both reporting persons have sole voting and dispositive power over these shares and report no shared power. They certify that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, consistent with a passive investment intent.
DT Cloud Star Acquisition Corporation reported that it received a Nasdaq deficiency notice on January 15, 2026 because its Market Value of Listed Securities was below the $50,000,000 minimum required under Nasdaq Listing Rule 5450(b)(2)(A). The company has 180 days, until July 14, 2026, for its market value to close at or above $50,000,000 for at least ten consecutive business days to regain compliance. If it fails to do so, its securities may be subject to delisting, though it could appeal to a hearings panel or seek a transfer to the Nasdaq Capital Market. The company states it is evaluating options and intends to use reasonable efforts to regain compliance but acknowledges there is no assurance it will succeed.
DT Cloud Star Acquisition Corporation reported that on January 6, 2026 it deposited an extension payment of $75,000 into its trust account. This payment gives the company an additional one month to complete its initial business combination, moving the deadline to January 26, 2026. The move indicates the company is continuing to pursue a suitable transaction and is using an available extension feature to keep that process active.
DT Cloud Star Acquisition Corp director Zhou Xunyong filed an initial ownership report for DTSQ, stating that no securities are beneficially owned as of November 26, 2025. The filing is made by a single reporting person and shows no direct or indirect holdings of either non-derivative or derivative securities of the company.
DT Cloud Star Acquisition Corporation adjourned its extraordinary general meeting of shareholders, which was opened on December 15, 2025, and rescheduled it to 10:00 a.m. Eastern Time on December 22, 2025.
The only business conducted was approval of the adjournment proposal, and the previously distributed proxy statement and proxy card remain in effect. Shareholders who have already voted do not need to vote again unless they wish to change or revoke their prior instructions, which may be done until 11:59 p.m. Eastern Time on December 21, 2025. Holders who submitted redemption requests may withdraw them by contacting VStock Transfer, and questions about how to vote can be directed to Advantage Proxy by phone or email.