DTSQ 8-K
DT Cloud Star Acquisition Corp (DTSQ)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| N/A | ||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
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 | ||
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.
| 2 |
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.
| 3 |
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) |
| 4 |
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 | |
| 5 |
Exhibit 99.1
PrimeGen US, Inc. Announces Proposed Business Combination with DT Cloud Star Acquisition Corporation at an Implied Equity Value of Approximately $1.5 Billion to Advance Its Stem Cell Research and Development Efforts
SANTA ANA, CALIFORNIA, February 4, 2026 – PrimeGen US, Inc. (“PrimeGen US” or the “Company”), a pioneering biotech company advancing innovative stem cell and exosome therapies, today announced it has entered into a definitive business combination agreement dated as of February 2, 2026 (the “Business Combination Agreement”) with DT Cloud Star Acquisition Corporation (“DT Cloud Star”), a publicly traded special purpose acquisition company (Nasdaq: DTSQ). The transaction implies an equity value for PrimeGen US of approximately $1.5 billion and is expected to provide access to the public markets capital, which the combined company intends to use to advance clinical development, regulatory activities, and if approved, potential commercialization of its lead programs.
Upon closing, which is subject to approval by the stockholders of both PrimeGen US and DT Cloud Star, receipt of required regulatory approvals (including compliance with the Hart-Scott-Rodino Antitrust Improvements Act, if applicable), satisfaction of minimum cash conditions (including any applicable minimum cash condition and redemption thresholds), and other customary closing conditions set forth in the Business Combination Agreement, the combined company is expected to operate as PrimeGen US (or a successor entity) and is anticipated to list on the Nasdaq, subject to Nasdaq approval, under a new ticker symbol. The transaction is currently expected to close in the second half of 2026, although there can be no assurance regarding the timing or completion of the transaction.
“We are thrilled to partner with DT Cloud Star to bring PrimeGen US into the public markets at this pivotal moment,” said Daniel Chiu, Co-CEO and Chairman of PrimeGen US. “This transaction is expected to enhance our access to capital and resources, supporting the continued development of our stem cell and exosome programs. Our team’s scientific focus and innovation position us to further build our presence in the regenerative medicine field.”
PrimeGen US is a regenerative medicine company, leveraging nearly two decades of proprietary stem cell research to develop Triple Activated Mesenchymal Stem Cells (MSCs) as a novel, cell-based treatment for acute liver injury and related critical conditions. The Company’s platform has demonstrated in preclinical activity in animal studies, and recent advancements include completion of a Pre-Investigational New Drug application (Pre-IND) meeting for Acute Alcoholic Hepatitis (Acute Liver Failure) with the U.S. Food & Drug Administration (FDA) on December 17, 2025. There can be no assurance that the FDA will allow an IND to proceed or that any clinical trials will be successful, and preclinical results may not be indicative of clinical outcomes in humans. PrimeGen US is working toward the initiation of a clinical trial, subject to regulatory approval, to support further development of Triple Activated MSCs for the potential treatment of Acute Alcoholic Hepatitis (Acute Liver Failure).
Wai Szeto, Co-CEO of PrimeGen US, added: “With nearly two decades of foundational stem cell technology as our launchpad, we have developed our Triple Activated MSC platform into a differentiated platform under development that we believe is well positioned to advance through its next stages of development, subject to regulatory review.”
Sam Zheng Sun, Chairman and CEO of DT Cloud Star Acquisition Corporation, commented: “We are pleased to partner with PrimeGen US in this business combination. We have great confidence that under the leadership of Co-CEOs Daniel Chiu and Wai Szeto, the company is uniquely positioned to deliver much-needed regenerative medicine to treat challenging diseases, such as acute liver failure. By leveraging PrimeGen’s nearly two decades of research and their Triple Activated MSC platform, we believe the combined entity will successfully capture large unmet market opportunities and provide significant value to patients and shareholders alike.”
Advisors
A.G.P./Alliance Global Partners is serving as the financial advisor to PrimeGen US, Sichenzia Ross Ference Carmel LLP, is serving as the legal advisor to PrimeGen US.
PrimeGen US is supported by special counsel Steven C. Schinko of Schinko Law, a boutique practice providing sophisticated corporate, transactional, and strategic counsel to emerging growth companies and high-net-worth individuals.
Loeb & Loeb LLP is serving as the legal advisor to DT Cloud Star.
Important Information About The Proposed Business Combination And Where To Find It
In connection with the proposed business combination, DT Cloud Star will cause its subsidiary (“Pubco”) to file a registration statement on Form S-4 (the “Registration Statement”) that will include a proxy statement of DT Cloud Star and a prospectus of Pubco. The Registration Statement has not been filed with the SEC, and the SEC has not declared the Registration Statement effective. Subject to the SEC declaring the Registration Statement effective, its proxy statement/prospectus will thereafter be sent to all DT Cloud Star shareholders for purposes of voting in a meeting of DT Cloud Star shareholders to approve the business combination and related matters. Before making any voting decision, securities holders of DT Cloud Star are urged to read the proxy statement/prospectus, when available, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available, because they will contain important information about the proposed business combination and the parties to the proposed business combination.
Investors and other interested persons will be able to obtain free copies of the Registration Statement, its proxy statement/prospectus and exhibits, and all other relevant documents filed or that will be filed with the SEC by Pubco, DT Cloud Star and the Company through the website maintained by the SEC at www.sec.gov. Additional details regarding the proposed business combination, including a joint investor presentation, will be available in a registration statement on Form S-4, proxy statement/prospectus and other documents to be filed with the U.S. Securities and Exchange Commission (SEC). These documents may be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to DT Cloud Star Acquisition Corporation at Office 51, 10th Floor, 31 Hudson Yards, New York, New York 10001, Tel 718-865-2000, email [email protected].
Participants In The Solicitation
DT Cloud Star, Pubco and PrimeGen US and certain of their respective directors, executive officers, and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from DT Cloud Star’s shareholders in connection with the proposed business combination. Information about DT Cloud Star’s directors and executive officers and their ownership of DT Cloud Star’s securities is set forth in DT Cloud Star filings with the SEC, including DT Cloud Star’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 31, 2025. To the extent that holdings of DT Cloud Star’s securities have changed since the amounts set forth in DT Cloud Star’s Annual Report, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the Registration Statement and its proxy statement/prospectus when it becomes available. Shareholders, potential investors, and other interested persons in respect of PrimeGen US, Pubco and DT Cloud Star should read the Registration Statement, proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Safe Harbor Statement: Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events and include, but are not limited to, projections, forecasts, and estimates about possible or assumed future results of the business combination, and PrimeGen US’s business, financial condition, results of operations, liquidity, plans and objectives. These statements include, but are not limited to, 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. You can generally identify forward-looking statements by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions that predict, indicate or relate to future events or trends or PrimeGen US’s or DT Cloud Star’s future financial or operating performance, or that are not statements of historical matters. Forward-looking statements are subject to significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of PrimeGen US’s and DT Cloud Star’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to:
| ● | The inherent uncertainty of clinical success and the risk that trials may be delayed or fail to meet primary endpoints. | |
| ● | The possibility that FDA or other regulatory authorities may not approve candidates or may require additional data. | |
| ● | Compliance with emerging regulations, including the BIOSECURE Act, and other applicable regulations and their impact on manufacturing and supply chain partnerships. | |
| ● | The ability to obtain and maintain intellectual property protection. | |
| ● | The availability of funding to support continued research and development. |
Additional risks and uncertainties that could cause actual results to differ from those expressed in any forward-looking statements are described in greater detail in DT Cloud Star’s filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and will be described in the registration statement on Form S-4 (or Form F-4), proxy statement/prospectus and other documents filed with the SEC in connection with the proposed business combination. Neither PrimeGen US nor DT Cloud Star undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
PRIMEGEN US CONTACT:
Stacy Pham. Email: [email protected]. Phone: 1.949.428.0500
Timothy Liu. Email: [email protected]. Phone: 1-949-428-0500
DT CLOUD STAR CONTACT:
Sam Sun. Email: [email protected]