DT Cloud Star Acquisition Corp. 10-K Summary (Fiscal Year Ended Dec 31, 2025)
Business Context and Reporting Period
DT Cloud Star Acquisition Corporation (the "Company") is a Cayman Islands exempted company formed as a blank check company (SPAC) to effect a merger, share exchange, or similar business combination with one or more target businesses. The Company consummated its Initial Public Offering (IPO) on July 26, 2024, raising $69.0 million in gross proceeds. The reporting period covers the fiscal year ended December 31, 2025. As of the filing date, the Company has not yet consummated a business combination but entered into a Business Combination Agreement (BCA) on February 2, 2026, with PrimeGen US, Inc.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Net Income | $2,132,715 | $1,193,616 |
| Operating Expenses | $557,174 | $272,248 |
| Trust Account Balance | $17,876,466 | $70,456,287 |
| Cash (Outside Trust) | $461 | $411,429 |
| Working Capital Deficit | ($361,245) | N/A |
| Public Shares Outstanding | 1,652,509 | 6,900,000 |
| Redemption Price per Share | $10.82 | $10.21 |
Note: The significant reduction in Trust Account balance and public shares in 2025 is due to shareholder redemptions totaling approximately $55.4 million.
Material Changes vs. Prior Period
- Shareholder Redemptions: During 2025, approximately 5.25 million public shares were tendered for redemption, reducing the Trust Account balance from ~$70.5 million to ~$17.9 million and the number of public shares from 6.9 million to 1.65 million.
- Extension of Combination Period: The Company extended its deadline to complete a business combination from October 26, 2025, to October 26, 2026. To facilitate this, the Sponsor deposited $150,000 into the Trust Account via promissory notes ($75,000 per month for two months).
- Liquidity Position: The Company reported a working capital deficit of $361,245 as of December 31, 2025, with only $461 in cash outside the Trust Account, raising substantial doubt about its ability to continue as a going concern absent a business combination.
- Related Party Advances: Amounts due to the Sponsor increased from $84,500 in 2024 to $384,050 in 2025, reflecting temporary advances for working capital.
Guidance, Outlook, and Risks
Business Combination Agreement: On February 2, 2026, the Company entered into a BCA with PrimeGen US, Inc. The transaction involves a redomestication merger and an acquisition merger. The purchase price is calculated at approximately $1.49 billion, subject to adjustments for outstanding warrants and options. The transaction is subject to shareholder approval and customary closing conditions.
Going Concern: The independent auditor has issued an opinion with an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern. If the business combination is not consummated by October 26, 2026, the Company will liquidate and distribute the Trust Account proceeds to public shareholders.
Risks and Contingencies:
- Regulatory Risks: The Company faces potential regulatory scrutiny regarding foreign investment (CFIUS) and Chinese regulatory oversight (CSRC/CAC) given the background of its management and potential target sectors.
- Liquidity Risk: The Company relies on the Sponsor for working capital loans and extension deposits. Failure to secure additional financing could force liquidation.
- Redemption Risk: Further redemptions could reduce the cash available to consummate the proposed business combination below the minimum required by the target.
Investor Verification Checklist
- BCA Status: Verify the current status of the PrimeGen US, Inc. merger agreement and whether shareholder approval has been scheduled or obtained.
- Trust Account Sufficiency: Confirm that the remaining Trust Account balance ($17.9 million) plus any additional financing is sufficient to meet the minimum cash conditions required by the target company.
- Extension Funding: Monitor the Company's ability to fund future monthly extension payments ($75,000/month) if the deal is delayed beyond the current deadline.
- Related Party Debt: Review the terms of the $384,050 due to the Sponsor and the $150,000 in extension notes to understand repayment or conversion obligations post-merger.
- Regulatory Approvals: Assess the likelihood of obtaining necessary regulatory approvals, particularly from Chinese authorities (CSRC) and U.S. authorities (CFIUS), given the target's profile.