# DT Cloud Star Acquisition Corp (DTSQU) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_be4bd7e6550fdee2c8b2 · retrieved 2026-08-11T15:49:12.417Z

## Overview
PrimeGen US, Inc. is a Delaware biotechnology company engaged in the research and development of life-saving stem cell therapies.

DT Cloud Star Acquisition Corporation (DTCS), a Cayman Islands blank-check company, entered into a business combination agreement on February 2, 2026 with PrimeGen US, Inc., a Delaware biotechnology company engaged in stem cell therapy research and development. The transaction involves two sequential mergers: first, DTCS will redomesticate by merging with its Delaware subsidiary DTSQ Purchaser Inc., and second, DTSQ Merger Sub Inc. will merge with PrimeGen, with PrimeGen surviving as a wholly owned subsidiary of the redomesticated Purchaser. The merger consideration is valued at $1,489,800,000, subject to adjustments for Company warrants and stock options. The transaction is expected to close at least one business day after the redomestication merger, subject to customary closing conditions including shareholder approvals and regulatory clearances.

## Terms
- Counterparty: PrimeGen US, Inc. · Deal value: $1.49B · Consideration: stock

## Key dates
- Announced 2026-02-04 · Expiry 2026-10-26

## Timeline
- 2026-02-04 · 425 (0001493152-26-005021): 425 - DT Cloud Star Acquisition Corp — *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.* PrimeGen US, Inc. and DT Cloud Star Acquisition Corporation executed a definitive business combination agreement dated February 2, 2026, announced on February 4, 2026. The transaction implies an equity value for PrimeGen US of approximately $1.5 billion. Upon closing, subject to stockholder approval, regulatory approvals (including Hart-Scott-Rodino compliance if applicable), satisfaction of minimum cash conditions, and other customary closing conditions, the combined company is expected to operate as PrimeGen US (or a successor entity) and is anticipated to list on Nasdaq under a new ticker symbol. The transaction is currently expected to close in the second half of 2026.
  https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-005021.txt
- 2026-02-06 · 425 (0001493152-26-005595): 425 - DT Cloud Star Acquisition Corp — *PrimeGen US, Inc. is a Delaware biotechnology company engaged in the research and development of life-saving stem cell therapies.* DT Cloud Star Acquisition Corporation (DTCS), a Cayman Islands blank-check company, entered into a business combination agreement on February 2, 2026 with PrimeGen US, Inc., a Delaware biotechnology company engaged in stem cell therapy research and development. The transaction involves two sequential mergers: first, DTCS will redomesticate by merging with its Delaware subsidiary DTSQ Purchaser Inc., and second, DTSQ Merger Sub Inc. will merge with PrimeGen, with PrimeGen surviving as a wholly owned subsidiary of the redomesticated Purchaser. The merger consideration is valued at $1,489,800,000, subject to adjustments for Company warrants and stock options. The transaction is expected to close at least one business day after the redomestication merger, subject to customary closing conditions including shareholder approvals and regulatory clearances.
  https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-005595.txt

## Citations
- 0001493152-26-005021 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226005021
- 0001493152-26-005595 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226005595