DT Cloud Star Acquisition Corp 8-K

What Happened
DT Cloud Star Acquisition Corp (DTSQ) announced on Feb. 2, 2026 that it entered into a business combination agreement (BCA) with its wholly owned subsidiaries (DTSQ Purchaser Inc. and DTSQ Merger Sub Inc.) and PrimeGen US, Inc. The deal structure calls for a redomestication merger (Parent into Purchaser) followed at least one business day later by an acquisition merger (Merger Sub into PrimeGen), with PrimeGen surviving as the public company. The Purchase Price is set at $1,489,800,000 (subject to reductions for certain outstanding Company warrants and options), and consideration to PrimeGen stockholders will be issued as Purchaser Class A or Class B common stock based on the formula in the BCA.

Key Details

• Agreement date: February 2, 2026; Outside Date (termination if not closed): October 26, 2026.
• Purchase Price: $1,489,800,000 less adjustments for outstanding Company warrants/options; consideration paid in Purchaser common stock valued at the redemption price.
• Non-Redemption Warrants: 1,931,900 warrants to be issued at Redomestication Effective Time; $2.00 exercise price; exercisable beginning six months after Closing for two years.
• Closing conditions include shareholder approvals, SEC effectiveness of the registration statement, and Nasdaq listing approval; Sponsor/insider and significant Company holders have signed support agreements; a 180‑day post‑closing lock‑up applies with specified early release triggers.
• Important legal note: representations and warranties in the BCA do not survive the Closing (no post‑closing indemnity claims for those reps).

Why It Matters
This filing formally puts a transaction in motion that would combine PrimeGen into a Nasdaq-listed vehicle sponsored by DT Cloud Star, setting an implied headline purchase price near $1.49 billion before adjustments. The deal requires standard regulatory and shareholder approvals (including SEC and Nasdaq actions), so completion is not guaranteed and is subject to the October 26, 2026 Outside Date. The issuance of nearly 2.0 million warrants and post‑closing lock-ups, plus registration rights for holders, are material for investors because they affect future share supply, timing of potential selling pressure, and liquidity of the combined company’s stock.