DT Cloud Star Announces PrimeGen Merger Agreement and Redomestication

DT Cloud Star Acquisition Corporation ( (DTSQ) ) has shared an update.

On February 2, 2026, DT Cloud Star Acquisition Corporation signed a business combination agreement to undertake a two‑step merger in which it will first merge into its Delaware subsidiary DTSQ Purchaser Inc. and then, at least one business day later, DTSQ Merger Sub Inc. will merge with PrimeGen US, Inc., leaving PrimeGen as the surviving corporation and the operating business of the combined listed entity. The deal assigns PrimeGen an implied purchase price of approximately $1.49 billion, to be paid entirely in stock: DTCS ordinary shares will convert one‑for‑one into DTSQ Purchaser Class A shares at the redomestication, DTCS rights will convert into rights to fractional DTSQ Class A shares, and PrimeGen’s Class A and B shareholders will receive pro rata shares of DTSQ Class A and B stock, respectively, with additional non‑redemption warrants issued to existing DTCS investors who do not redeem. The agreement includes extensive customary representations, covenants restricting DTCS from issuing new securities, taking on significant debt, changing its capital structure or business lines, or entering large transactions before closing, and conditions that must be satisfied, such as shareholder approvals, SEC effectiveness of a registration statement, antitrust clearances and Nasdaq listing of the new Class A shares, with an outside closing date of October 26, 2026 and multiple termination rights for both sides. To support deal certainty and post‑listing stability, major PrimeGen shareholders and DTCS insiders have signed voting support agreements, key stakeholders will enter 180‑day (or performance‑triggered) lock‑ups on their shares, a new registration rights agreement will give PrimeGen investors and the sponsor liquidity pathways once restrictions lapse, and a package of attractively priced non‑redemption warrants is designed to reduce redemptions and preserve cash in the trust, collectively shaping the capital structure and governance of the future combined company.

More about DT Cloud Star Acquisition Corporation

DT Cloud Star Acquisition Corporation is a Cayman Islands‑incorporated special purpose acquisition company (SPAC) listed on Nasdaq, formed to identify and merge with an operating business. Under the announced transaction it will effectively redomicile into Delaware through a merger with its wholly owned subsidiary DTSQ Purchaser Inc., and then acquire PrimeGen US, Inc., a Delaware corporation active in the healthcare sector and subject to healthcare‑specific regulatory representations in the deal documentation, positioning PrimeGen to become a publicly traded company via the SPAC structure.

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Technical Sentiment Signal: Strong Buy

Current Market Cap: $96.31M

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