お知らせ • Jul 21
Dt Cloud Star Acquisition Corp Receives Nasdaq Delist Determination Letter As previously disclosed, on January 15, 2026, DT Cloud Star Acquisition Corporation (the Company) was notified by the Listing Qualifications Staff (Staff) of The Nasdaq Stock Market (Nasdaq) that based on its Market Value of Listed Securities (MVLS) for the period from November 21, 2025 to January 6, 2026, the Company no longer met the continued listing requirement of Nasdaq under Listing Rule 5450(b)(2)(A), to maintain a minimum MVLS of $50,000,000. In accordance with Listing Rule 5810(c)(3)(C), Nasdaq provided the Company with a compliance period of 180 calendar days, or until July 14, 2026, in which to regain compliance with Nasdaq continued listing requirement. On July 15, 2026, the Company received a letter (the Delist Determination Letter) from Staff notifying that it had not regained compliance with Nasdaq Listing Rule. Accordingly, its securities will be delisted from The Nasdaq Global Market. In that regard, unless the Company requests an appeal of this determination by July 22, 2026, trading of the Company's will be suspended at the opening of business on July 24, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the SEC), which will remove the Company's securities from listing and registration on The Nasdaq Stock Market. The Company has timely submitted its hearing request, which will stay the suspension. Additionally, on April 6, 2026, the Company was notified by Staff that it did not comply with the minimum 400 total shareholders requirement for continued inclusion under Nasdaq Listing Rule 5450(a)(2). Based on the review of materials submitted by the Company on May 29, 2026, Nasdaq granted the Company's request for an extension until October 5, 2026 to regain compliance with this requirement. Pursuant to Listing Rule 5810(C)(4)(d)(2), the Company is no longer eligible for the terms of extension. This matter serves as an additional and separate basis for delisting the Company's securities from The Nasdaq Stock Market. The Company issued a press release on July 20, 2026, announcing that it had received the Delist Determination Letter. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K. お知らせ • Apr 11
DT Cloud Star Acquisition Corp Receives Notice of Non-Compliance with Nasdaq Listing Rule 5450(a)(2) On April 6, 2026, DT Cloud Star Acquisition Corporation (the Company) received a letter (the Deficiency Letter) from the Listing Qualifications Staff of The Nasdaq Stock Market (Nasdaq) indicating that based on a shareholder range analysis provided by the Company to Nasdaq dated March 27, 2026, the Company is not in compliance with Listing Rule 5450(a)(2) (the Minimum Public Holders Rule), which requires the Company to maintain at least 400 total holders for continued listing on The Nasdaq Global Market. The Deficiency Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities on the Nasdaq Global Market. The Deficiency Letter states that the Company has 45 calendar days, or until May 21, 2026, to submit a plan to regain compliance with Listing Rule 5450(a)(2). If Nasdaq accepts the Company's plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Deficiency Letter to evidence compliance with Listing Rule 5450(a)(2). If Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel. The Company may also consider applying for a transfer to The Nasdaq Capital Market (the Capital Market). The Company is exploring all options to regain compliance with Listing Rule 5450(a)(2) and intends to submit a plan to regain compliance within the required timeframe. Although the Company will use all reasonable efforts to achieve compliance with Rule 5450(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirements. お知らせ • Feb 05
Primegen Us, Inc. agreed to acquire DT Cloud Star Acquisition Corporation (NasdaqGM:DTSQ) in a reverse merger transaction. Primegen Us, Inc. agreed to acquire DT Cloud Star Acquisition Corporation (NasdaqGM:DTSQ) in a reverse merger transaction on February 2, 2026. A cash consideration of $1.5 billion will be paid by Primegen Us, Inc. As part of consideration, $1.5 billion is paid towards common equity of DT Cloud Star Acquisition Corporation. The combined company is expected to operate as PrimeGen US. PrimeGen US is anticipated to list on the Nasdaq, subject to Nasdaq approval, under a new ticker symbol.
The transaction is subject to subject to antitrust regulations, minimum balance sheet requirements, approval by regulatory board, approval of offer by acquirer shareholders and approval of offer by target shareholders. The transaction is currently expected to close in the second half of 2026.
A.G.P. / Alliance Global Partners, LLC acted as financial advisor for Primegen Us, Inc. Sichenzia Ross Ference Carmel LLP acted as legal advisor for Primegen Us, Inc. Loeb & Loeb LLP acted as legal advisor for DT Cloud Star Acquisition Corporation. Steven C. Schinko of Schinko Law acted as legal advisor for Primegen Us, Inc. お知らせ • Jan 23
DT Cloud Star Acquisition Corporation Receives A Deficiency Letter from the Listing Qualifications Staff of the Nasdaq Stock Market On January 15, 2026, DT Cloud Star Acquisition Corporation received a letter (the “Deficiency Letter”) from the Listing Qualifications Staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on its Market Value of Listed Securities (“MVLS”) for the period from November 21, 2025 to January 6, 2026, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5450(b)(2)(A), to maintain a minimum MVLS of $50,0000,000. Nasdaq has provided the Company with a compliance period of 180 calendar days, or until July 14, 2026, in which to regain compliance with Nasdaq continued listing requirement. Nasdaq will provide written confirmation of compliance to the Company and close this matter if the Company’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days during this compliance period. In the event the Company does not regain compliance prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting, in which situation the Company may appeal the delisting determination to a Hearings Panel. The Company may also consider applying for a transfer to The Nasdaq Capital Market (the “Capital Market”). The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5450(b)(2)(A), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement. お知らせ • Nov 29
DT Cloud Star Acquisition Corporation Appoints Xunyong Zhou as Director On November 26, 2025, the board of directors of DT Cloud Star Acquisition Corporation (the “Company”) appointed Dr. Xunyong Zhou as a director of the Company. Dr. Zhou, aged 50, is an entrepreneur and researcher with over 6 years of experience in biotechnology and health innovation. Dr. Zhou’s main topic of research is enzyme-based theory for food products, cosmetics, daily chemicals and tea, and he holds over 20 patents as of now. Dr. Zhou is a pioneering figure in biotechnology and digital health innovation. He has served as director for Huakang Biomedical Holdings Company Limited since November 2025. Since January 2023, He has been leading advancements in biological enzyme solutions and cell therapy technologies through Nanjing Hezhen Holding Group Co. Ltd., where he serves as chairman and integrates healthcare generative pre-training transformer and enzyme therapy expertise to co-create a collaborative platform offering next-generation health solutions. Dr. Zhou also oversees Changsha Kerong Health Technology Co. Ltd., which has built a multidisciplinary health service team comprising medical, product, and service experts centered on delivering AI-enhanced health education, health consultation, and health management services. From March 2019 to January 2023, Dr. Zhou took the role of chairman for Zhenzhen Suqian Biotechnology Co. Ltd. Dr. Zhou graduated from Tianjin University of the PRC with a bachelor degree of engineering majoring in business administration in 2002 and Fudan University of the PRC with a master degree of laws in 2011. Dr. Zhou subsequently obtained his doctorate degree in business administration from the Université Nice Sophia Antipolis in Nice, France in 2016. He is currently the honorary chairman of the Vaccine and Immune Health Branch of the Liaoning Immunology Society and a member of the National Enzyme Engineering and Fermentation Engineering Professional Committee. お知らせ • Sep 12
DT Cloud Star Acquisition Corporation, Annual General Meeting, Oct 08, 2025 DT Cloud Star Acquisition Corporation, Annual General Meeting, Oct 08, 2025, at 10:00 China Standard Time. Location: offices of loeb & loeb llp, 2206-19, 1 connaught pl, central, Hong Kong お知らせ • Apr 16
Dt Cloud Star Acquisition Corporation Announces Chief Executive Officer Changes, Effective April 14, 2025 DT Cloud Star Acquisition Corporation announced that effective April 14, 2025, Bian Fan was removed as Chief Executive Officer of DT Cloud Star Acquisition Corporation by the written consent of the board of directors of the Company. On the same date, to fill the vacancy, the Board appointed Sam Zheng Sun as the Chief Executive Officer of the Company. Mr. Sun was a managing director of the private equity investment department of Affinity Equity Partners, a Hong Kong-headquartered firm that focuses on private equity investments across South Korea, Australia and New Zealand, Greater China and Southeast Asia between March 2021 and February 2023. Prior to that, Mr. Sun was a partner at Sequoia Capital based in Beijing, where he focused on private equity investments, between October 2018 and April 2020. Mr. Sun obtained his MBA degree from UCLA Anderson School of Management in 2007 and Bachelor’s degree in computer science and economics from University of Pittsburgh in 1997. 