UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DT CLOUD STAR ACQUISITION CORPORATION (Exact name of registrant guarantor as specified in its charter) | Cayman Islands | 001-42167 | N/A | | --- | --- | --- | | (St ...

SANTA ANA, CALIFORNIA, Feb. 04, 2026 (GLOBE NEWSWIRE) -- 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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 001-42167 DT Cloud Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Isl ...

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $631,498, with operating costs of $110,661 and interest income of $742,159[120]. - The company incurred a net loss of approximately $42,035 for the three months ended June 30, 2024, due to formation and operation costs[121]. Initial Public Offering - The company completed its initial public offering on July 26, 2024, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[109]. - A private placement of 206,900 units was also completed simultaneously, generating an additional $2,069,000[110]. - The underwriters are entitled to a cash commission of 2.5% of gross proceeds from the initial public offering, amounting to $900,000, payable upon the closing of the initial business combination[123]. Liquidity and Financial Position - As of June 30, 2025, the company had cash at bank of $126,055 and working capital of $121,641, indicating liquidity challenges[115][116]. - The company has not engaged in any operations or generated revenue to date, with expectations to do so only after completing a business combination[119]. - The company intends to use substantially all funds in the trust account for its initial business combination, with the potential to withdraw interest for tax payments[114]. - As of June 30, 2025, the company had no off-balance sheet arrangements[128]. Administrative Support - The company has entered into an agreement to pay the sponsor $10,000 per month for administrative support services until the initial business combination is consummated[124].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 001-42167 DT Cloud Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands ...

Financial Position - As of December 31, 2024, the company had cash and cash in escrow of $411,429 and working capital of $339,724[277]. - The company has a working capital deficiency, indicating a lack of liquidity needed to sustain operations for a reasonable period of time[286]. - The company may borrow up to $300,000 from its sponsor to fund working capital deficiencies or transaction costs related to the initial business combination[287]. Income and Revenue - The company generated net income of $1,193,616 for the year ended December 31, 2024, primarily from interest and dividends earned in the trust account[279]. - The company has not engaged in any operations or generated any revenue to date, with all activities focused on preparing for the IPO and searching for a target business[289]. Initial Public Offering (IPO) - The initial public offering (IPO) raised gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[283]. - Following the IPO, a total of $69,000,000 of net proceeds were deposited in the trust account for the purpose of completing the initial business combination[284]. - The company expects to incur significant costs in pursuit of its acquisition plans, with a 15-month period to complete the initial business combination from the IPO closing[281]. Operational Costs - The company incurred cash used by operating activities of $196,752 for the year ended December 31, 2024, mainly due to prepayment of formation and operational costs[285]. - The company has entered into an administrative services agreement to pay the sponsor $10,000 per month for support services until the consummation of the initial business combination or liquidation[293]. Accounting and Reporting - The company does not anticipate any material effects on its unaudited financial statements from recently issued accounting pronouncements that are not yet effective[296]. - As of December 31, 2024, the company reported no off-balance sheet arrangements[297]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[298]. - The company is exempt from certain requirements for five years post-initial public offering, including auditor's attestation on internal controls and detailed executive compensation disclosures[299]. - The company is classified as a smaller reporting company and is not required to provide specific market risk disclosures[300].

Financial Performance - For the nine months ended September 30, 2024, the company reported a net income of $474,123, primarily from interest and dividends earned on marketable securities[104]. - The company incurred cash used by operating activities of $163,331 due to prepayment of formation and operational costs[97]. - As of September 30, 2024, the company had cash at bank of $444,850 and working capital of $427,054, indicating a lack of liquidity for sustaining operations for a reasonable period[98]. Initial Public Offering - The company completed its initial public offering on July 26, 2024, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[90]. - A private placement of 206,900 units was also completed simultaneously, generating an additional $2,069,000[92]. - The underwriting agreement entitles underwriters to a cash commission of 2.5% of gross proceeds upon the closing of the initial business combination, amounting to $900,000[107]. Business Operations - The company has not engaged in any operations or generated revenue to date, with expectations to generate non-operating income from interest on the trust account[102]. - The company intends to use funds held in the trust account primarily to complete its initial business combination and for working capital to finance operations of the target business[96]. - The company is actively seeking potential target businesses for a business combination, with no specific industry or geographic limitations[94]. Financing Activities - The company has issued an unsecured promissory note to the sponsor for up to $300,000, payable upon consummation of an initial business combination[100].