DTSQU

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2025, we have no revenue before the business combination, and our business plan is dependent on the completion of a financing transaction.
Our cash and working capital as December 31, 2025 are insufficient to complete its business combination for the upcoming year if the full 12 months been extended.
If we are unable to consummate a business combination, our public shareholders may be forced to wait until October 26, 2026 (unless further extended) before receiving liquidation distributions.
We initially have 15 months from the closing of our initial public offering to consummate our initial business combination.
On October 22, 2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington Trust National Association.
Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all remaining public shares for each one-month extension.
Only after the expiration of this full time period (unless further extended) will public shareholders be entitled to liquidation distributions if we are unable to complete a business combination.
On February 2, 2026, we entered into a Business Combination Agreement (the “BCA”) with DTSQ Purchaser Inc., a Delaware corporation and our wholly owned subsidiary (“Purchaser”), DTSQ Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and PrimeGen US, Inc., a Delaware corporation (the “Target”).
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) we 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 Target surviving the Acquisition Merger (the “Surviving Corporation”).
As of the date of issuance of these financial statements, the business combination contemplated by the BCA has not been consummated.
Pursuant to the BCA, (a) at the effective time of Redomestication Merger (the “Redomestication Merger Effective Time”), (i) all the issued and outstanding units of DT Cloud Star (the “Parent Units”) immediately prior to the Redomestication Merger Effective Time will separate into their individual components of the ordinary share of DT Cloud Star (the “Parent Ordinary Share”) and the rights of DT Cloud Star (the “Parent Rights”) and will cease separate existence and trading, and (ii) each issued and outstanding Parent Right immediately prior to the Redomestication Merger Effective Time shall be converted into one right of the Purchaser to receive one-ninth (1/9) of one share of Class A common stock of the Purchaser (the “Purchaser Class A Common Stock”); (b) at the Redomestication Merger Effective Time, each issued and outstanding Parent Ordinary Share, other than certain excluded shares and dissenting shares, immediately prior to the Redomestication Merger Effective Time shall be converted automatically into one share of Purchaser Class A Common Stock; and (c) at the Redomestication Merger Effective Time, Purchaser shall issue warrants to purchase a total of an additional 1,931,900 shares of Purchaser Class A Common Stock (the “Non-Redemption Warrants”) to (x) those DT Cloud Star public shareholders which, as of a time immediately prior to the Redomestication Merger Effective Time, have not tendered their Parent Ordinary Shares in the redemption and (y) all other holders of Parent Ordinary Shares immediately prior to the Redomestication Merger (including, without limitation, the sponsor, other insiders and holders of other Parent Ordinary Shares that are not public Parent Ordinary Shares) (each, an “Eligible Warrant Recipient”).
At the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), Purchaser will issue to Company stockholders an aggregate number of Purchaser Class A Common Stock valued at the “Purchase Price,” calculated as (a) $1,489,800,000 less (b) adjustments for outstanding Company warrants (the “Company Warrant”) and Company stock options (the “Company Stock Option”) based on the redemption price less applicable exercise prices.
Each share of Purchaser common stock (the “Purchaser Common Stock”) is valued at the redemption price.
Each Company stockholder will receive its pro rata share of this “Merger Consideration,” with holders of Company Class A Common Stock (the “Company Class A Common Stock”) receiving Purchaser Class A Common Stock and holders of Company Class B common stock (the “Company Class B Common Stock”) receiving Purchaser Class B common stock (the “Purchaser Class B Common Stock”).
In addition, our amended and restated memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (a) that would modify the substance or timing of our obligation to provide holders of our public shares the right to have their shares redeemed or repurchased in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by October 26, 2026 (unless further extended) or (b) with respect to any other provision relating to the rights of holders of our public shares.
Any potential target business with which we enter into negotiations concerning a business combination will be aware of the requirement of completion by October 26, 2026 (unless further extended).
Our sponsor currently owns approximately 52.9% of our issued and outstanding ordinary shares.
In that case, public shareholders may have to remain shareholders of our company and wait until October 26, 2026 (unless further extended), in order to be able to receive a pro rata portion of the trust account, or attempt to sell their shares in the open market prior to such time, in which case they may receive less than a pro rata share of the trust account for their shares and suffer an entire loss on your investment.
Our initial shareholders currently own approximately 52.9% of our issued and outstanding ordinary shares.
Accordingly, you may not be able to exercise your voting rights until the consummation of a business combination.
As a result, if we sought shareholder approval of a proposed transaction, we would not require any additional votes from public shareholders in favor of the transaction in order to have such transaction approved (assuming that all issued and outstanding shares are voted and that the insiders do not purchase any units or shares in the after-market).
Our public shareholders shall be entitled to receive funds from the trust account only in the event of a redemption to public shareholders prior to any winding up in the event we do not consummate our initial business combination or our liquidation, if they redeem their shares in connection with an initial business combination that we consummate or if we seek to amend our memorandum and articles of association to affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination by October 26, 2026 (unless further extended).
The funds available to us outside of the trust account may not be sufficient to allow us to structure, negotiate or close our initial business combination, pay our expenses, or to operate for at least until October 26, 2026 (unless further extended), assuming that our initial business combination is not consummated during that time.
On July 29, 2025, we entered into a Letter Agreement to the Working Capital Loan Note (the “Letter Agreement”) with the sponsor, pursuant to which we and the sponsor agreed to terminate the Working Capital Loan Note and confirmed that the outstanding amount that we borrowed under the Promissory Note was $nil.
On October 23, 2025, we issued an unsecured promissory note in the aggregate principal amount of $75,000 (the “Note”) to the sponsor, in exchange for its depositing such amount into the our trust account in order to extend the amount of time we have available to complete the business combination.
The Note does not bear interest and matures upon the closing of our business combination.
In addition, the Note may be converted by the holder into units identical to the units issued in our initial public offering at a price of $10.00 per unit.
If we do not complete a business combination by October 26, 2026 (unless further extended), we will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.
If we are unable to consummate our initial business combination by October 26, 2026 (unless further extended), we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve.
Sam Zheng Sun, our chairman and chief executive officer, is a USA passport holder; Mr.
Longjiao Li, our independent director, is a PRC passport holder; Mr.
Chi Zhang, our independent director, is a PRC passport holder; and Mr.
Xunyong Zhou, our director, is a PRC passport holder.
Accordingly, investors will not be afforded the benefits or protections of those rules which would, for example, completely restrict the transferability of our securities, restrict the use of interest earned on the funds held in the trust account and require us to complete a business combination by October 26, 2026 (unless further extended).
Sam Zheng Sun, our chairman and chief executive officer is located in the United States; Ms.
Jiayi Liang, our chief operating officer, Mr.
Chi Zhang, our independent directors, as well as Mr.
Xunyong Zhou, our director, are located in the PRC; and Mr.
Our financial statements contained in the annual report on Form 10-K for the fiscal year ended December 31, 2025 have been audited by an independent registered public accounting firm, Elite CPA P.C., which is headquartered in New Jersey.
Elite CPA P.C. is registered with the PCAOB and is subject to laws in the United States, pursuant to which the PCAOB conducts regular inspections to assess its compliance with applicable professional standards.

Gone since FY2024

Further, our executive officers and directors and the majority shareholder of our sponsor have ties to the PRC and/or are located in the PRC, which may make it more difficult for us to complete an initial business combination with a target company outside of the PRC, and therefore, make it more likely that we will need to target a business combination with a target company located in the PRC.
Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2024, we have no revenue before the business combination, and our business plan is dependent on the completion of a financing transaction.
Our cash and working capital as December 31, 2024 are insufficient to complete its business combination for the upcoming year if the full 12 months been extended.
If we are unable to consummate a business combination, our public shareholders may be forced to wait more than 15 months before receiving liquidation distributions.
We will have 15 months from the closing of our initial public offering to complete a business combination.
Only after the expiration of this full time period will public shareholders be entitled to liquidation distributions if we are unable to complete a business combination.
In addition, our amended and restated memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (a) that would modify the substance or timing of our obligation to provide holders of our public shares the right to have their shares redeemed or repurchased in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our initial public offering or (b) with respect to any other provision relating to the rights of holders of our public shares.
We have 15 months from the consummation of our initial public offering to complete an initial business combination.
Any potential target business with which we enter into negotiations concerning a business combination will be aware of this requirement.
Our sponsor currently owns approximately 21.7% of our issued and outstanding ordinary shares.
Since we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction.
Since we have not yet selected a particular industry or target business with which to complete a business combination, we are unable to currently ascertain the merits or risks of the industry or business in which we may ultimately operate.
While we intend to focus our search for target businesses on specific locations and industries as described in this Report, we are not limited to those locations and may consummate a business combination with a company in any location or industry we choose.
Accordingly, there is no current basis for you to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the target business which we may ultimately acquire.
To the extent we complete a business combination with a company in its development stage, we may be affected by numerous risks inherent in the business operations of those entities.
If we complete a business combination with an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of that industry.
Although our management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors.
We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in our initial public offering than a direct investment, if an opportunity were available, in a target business.
In that case, public shareholders may have to remain shareholders of our company and wait the full 15 months, in order to be able to receive a pro rata portion of the trust account, or attempt to sell their shares in the open market prior to such time, in which case they may receive less than a pro rata share of the trust account for their shares and suffer an entire loss on your investment.
Our initial shareholders currently own approximately 20.0% of our issued and outstanding ordinary shares.
Accordingly, you may not be able to exercise your voting rights for 15 months.
As a result, we would need only approximately 35.4% of our public shares to be voted in favor of an initial business combination (assuming that all issued and outstanding shares are voted and that the initial shareholders do not purchase any units or shares in the after-market) in order to have our initial business combination approved.
Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders, officers and directors to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.
Our public shareholders shall be entitled to receive funds from the trust account only in the event of a redemption to public shareholders prior to any winding up in the event we do not consummate our initial business combination or our liquidation, if they redeem their shares in connection with an initial business combination that we consummate or if we seek to amend our memorandum and articles of association to affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 15 months of the closing of our initial public offering.
The funds available to us outside of the trust account may not be sufficient to allow us to structure, negotiate or close our initial business combination, pay our expenses, or to operate for at least the next 15 months, assuming that our initial business combination is not consummated during that time.
As of December 31, 2024, the principal amount due and owing under the Working Capital Loan Note was $nil.
If we do not complete a business combination within 15 months from the consummation of our initial public offering, we will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.
However, we may extend the period of time to consummate a business.
If we are unable to consummate our initial business combination within the 15-month period (unless further extended), we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve.
Bian Fan, our chairman and chief executive officer, is a PRC passport holder; Mr.
Longjiao Li, our independent director, is a PRC passport holder; and Mr.
Chi Zhang, our independent director, is a PRC passport holder.
Accordingly, investors will not be afforded the benefits or protections of those rules which would, for example, completely restrict the transferability of our securities, restrict the use of interest earned on the funds held in the trust account and require us to complete a business combination within 15 months from the closing of our initial public offering.
Bian Fan, our chairman and chief executive officer, Ms.
Jiayi Liang, our chief operating officer, as well as Mr.
Chi Zhang, our independent directors, are located in the PRC; and Mr.
Our financial statements contained in the annual report on Form 10-K for the fiscal year ended December 31, 2024 have been audited by an independent registered public accounting firm, UHY LLP, which is headquartered in New York, New York, and has not been identified as a firm subject to the PCAOB’s determination.
UHY LLP is registered with the PCAOB and is subject to laws in the United States, pursuant to which the PCAOB conducts regular inspections to assess its compliance with applicable professional standards.
Our sponsor is predominantly controlled by a Macau national, and we may seek to acquire a company that is based in China in an initial business combination.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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