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 ...

Core Viewpoint - DT Cloud Star Acquisition Corporation has cancelled its extraordinary general meeting (EGM) and withdrawn proposals previously set for shareholder consideration [1] Company Overview - DT Cloud Star Acquisition Corporation is a blank check company, also known as a special purpose acquisition company (SPAC), formed to effect mergers, capital stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations [2] - The company intends to focus its search for initial business combination targets in industries that complement its management team's background, led by CEO Sam Zheng Sun and CFO Kenneth Lam [2] Proxy Statement and SEC Filings - The company filed a definitive proxy statement with the SEC on December 2, 2025, and additional proxy supplements on December 15 and 17, 2025, in connection with the EGM [4] - Investors and security holders can obtain free copies of the definitive proxy statement and other related documents through the SEC's website [4] Solicitation Participants - The company and its directors, executive officers, and other management members may be deemed participants in the solicitation of proxies from shareholders in connection with the EGM [5]

IPO Details - 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[118]. - A total of $69,000,000 of the net proceeds from the IPO were deposited in a trust account for the benefit of public stockholders[119]. - The underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the IPO, amounting to $900,000, payable upon the closing of the initial business combination[133]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $582,964, with operating costs of $169,080 and interest income of $752,044[130]. - For the nine months ended September 30, 2025, the company had a net income of $1,844,746, consisting of operating costs of $392,650 and interest income of $2,237,396[130]. - As of September 30, 2025, the company had negative working capital of $53,347, indicating liquidity issues for sustaining operations[125]. Business Operations - The company has not engaged in any operations or generated revenue to date, with all activities focused on the IPO and searching for a business combination[129]. - The company intends to use funds from the trust account primarily to complete its initial business combination and for working capital of the target business[123]. - The company issued an unsecured promissory note to the Sponsor for up to $300,000, which was later terminated with no outstanding amount as of September 30, 2025[127]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[139].

IPO and Proceeds - 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 total of $69,000,000 of the net proceeds from the IPO were deposited in a trust account for the benefit of public stockholders[110]. - The underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the IPO, amounting to $900,000, payable upon the closing of the initial business combination[123]. 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]. Liquidity and Operations - As of June 30, 2025, the company had cash at bank of $126,055 and working capital of $121,641, indicating a lack of liquidity to sustain operations for a reasonable period[115][116]. - The company has not engaged in any operations or generated revenue to date, with all activities focused on preparing for the IPO and searching for a business combination[119]. - 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[114]. Administrative Support - The company has entered into an agreement to pay the sponsor $10,000 per month for administrative support services until the consummation of the initial business combination[124]. Accounting Estimates - The company has not identified any critical accounting estimates that could materially affect its financial statements[126].

IPO and Fundraising - 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[111]. - A private placement of 206,900 units was also completed simultaneously, generating an additional $2,069,000[112]. - The underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds upon the closing of the initial business combination, totaling $1,725,000[124]. - The company has issued an unsecured promissory note allowing borrowing up to $300,000, which may convert into private units upon the initial business combination[120]. Financial Position - As of March 31, 2025, the company had cash at bank of $271,508 and working capital of $232,302, indicating liquidity challenges for sustaining operations[117][118]. - For the three months ended March 31, 2025, the company reported a net income of $630,284, primarily from interest and dividends earned on marketable securities[122]. Business Operations - The company has not engaged in any operations or generated revenue to date, with all activities focused on the search for a prospective initial business combination[121]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination and may withdraw interest to pay taxes[116]. - The company has entered into an administrative services agreement to pay the sponsor $10,000 per month for support services until the initial business combination is consummated[126]. - The company is actively seeking potential target businesses for a business combination, with no specific industry or geographic limitations[114].

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 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 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]. - As of December 31, 2024, the company reported no off-balance sheet arrangements[297]. 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 underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the IPO, amounting to $1,035,000 upon the closing of the initial business combination[292]. Business Operations and Plans - 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]. - The company expects to incur significant costs in pursuit of its acquisition plans and may seek shareholder approval to extend the time to complete a business combination if necessary[281]. - The company has a working capital loan note allowing borrowing up to $300,000, which may be converted into private units upon consummation of the initial business combination[288]. - The company has entered into an administrative services agreement to pay the sponsor $10,000 per month for support services until the initial business combination or liquidation[293]. Accounting and Regulatory Compliance - The company does not anticipate any material effects on its unaudited financial statements from recently issued accounting pronouncements that are not yet effective[296]. - 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].

IPO and Fundraising - 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[107]. - The company issued an unsecured promissory note to the sponsor for up to $300,000, payable upon consummation of an initial business combination[100]. - The company intends to use funds held in the trust account primarily to complete its initial business combination and for working capital of the target business[96]. Financial Position - 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]. - 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]. Operations and Revenue - 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 has not identified any critical accounting estimates that could materially affect its financial statements[110].