Announcement • Apr 12
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. Announcement • 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. Announcement • 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. 
