What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-25 compared with 2025-03-31 · 294 added, 169 removed, 500 unchanged (48% of the section changed)

4 unchanged sentences

purchase price of $25,000, or approximately $0.014 per share.

July 26, 2024, we consummated the initial public offering of 6,900,000 units, which includes the exercise in full by the

underwriters of their over-allotment option to purchase up to an additional 900,000 units on July 25, 2024.

Each unit consists of

one ordinary share and one right.

Each nine rights entitle the holder thereof to receive one ordinary share at the closing of a

business combination.

The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $69,000,000.

Simultaneously with the closing of our initial public offering on July 26, 2024, we consummated the private placement with DT Cloud

Star Management Limited, our sponsor, of 206,900 units at a price of $10.00 per private unit, generating total gross proceeds of

A total of $69,000,000 of the net proceeds from our initial public offering were deposited in a trust account

established for the benefit of our public shareholders, with Wilmington Trust National Association acting as trustee.

July 26, 2024, we consummated the initial public offering of 6,900,000 units, which includes the exercise in full by the underwriters

of their over-allotment option to purchase up to an additional 900,000 units on July 25, 2024.

Each unit consists of one ordinary share

and one right.

Each nine rights entitle the holder thereof to receive one ordinary share at the closing of a business combination.

units were sold at an offering price of $10.00 per unit, generating gross proceeds of $69,000,000.

Simultaneously with the closing of

our initial public offering on July 26, 2024, we consummated the private placement with DT Cloud Star Management Limited, our sponsor,

of 206,900 units at a price of $10.00 per private unit, generating total gross proceeds of $2,069,000.

A total of $69,000,000 of the

net proceeds from our initial public offering were deposited in a trust account established for the benefit of our public shareholders,

with Wilmington Trust National Association acting as trustee.

Units started to be listed on The Nasdaq Global Market (the “Nasdaq”) and began trading under the ticker symbol “DTSQU”

19 unchanged sentences

management team is led by Mr.

Bian Fan, our chairman and chief executive officer ,

who has almost over a decade of combined experience in cross-border mergers and acquisitions, capital raising, deal-making and investment.

Our mission is to maximize shareholder value by identifying an acquisition target with significant growth prospects.

The breadth and

depth of our management team’s experience empower us to adeptly identify, thoroughly assess, and strategically structure transactions

Sam Zheng Sun, our chairman and chief executive officer.

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.

was a partner at Sequoia Capital based in Beijing, where he focused on private equity investments, between October 2018 and April 2020.

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.

mission is to maximize shareholder value by identifying an acquisition target with significant growth prospects.

The breadth and depth

of our management team’s experience empower us to adeptly identify, thoroughly assess, and strategically structure transactions

to the advantage of all shareholders.

34 unchanged sentences

strategy is to:

our management team’s operational expertise, successful deal experience, and extensive knowledge in a broad sector horizon

to effectively and efficiently seek acquisition opportunities and may pursue targets in, any industry or geography;

the unique combination of proven deal execution capabilities, extensive relationship networks and professional investment track record

of our sponsor and management team’s extensive experience with listed companies, capital market transactions and investing

in companies across a wide range of sectors;

our search for a target company that has compelling economics, potential for high recurring revenue, a defensible market position,

and successful management teams that are seeking access to the public capital markets;

attractive returns and create value for our shareholders by applying a disciplined strategy of identifying attractive investment

opportunities that could benefit from the addition of capital, management expertise and strategic insights;

an opportunity where our management team’s expertise could effect a positive transformation of the existing business to improve

the overall value propositions while maximizing shareholder value;

companies that are underperforming their potential due to a temporary period of dislocation in the markets;

initial business combination opportunities through the extensive networks of our management team, sponsor and their affiliates, including

seasoned executives and operators, private equity investors, lenders, attorneys and family offices, that we believe will provide

our management team with a robust flow of acquisition opportunities.

leverage our management

team’s operational expertise, successful deal experience, and extensive knowledge in a broad sector horizon to effectively

and efficiently seek acquisition opportunities and may pursue targets in, any industry or geography;

leverage the unique combination

of proven deal execution capabilities, extensive relationship networks and professional investment track record of our sponsor and

management team’s extensive experience with listed companies, capital market transactions and investing in companies across

a wide range of sectors;

focus our search for a

target company that has compelling economics, potential for high recurring revenue, a defensible market position, and successful

management teams that are seeking access to the public capital markets;

generate attractive returns

and create value for our shareholders by applying a disciplined strategy of identifying attractive investment opportunities that

could benefit from the addition of capital, management expertise and strategic insights;

identify an opportunity

where our management team’s expertise could effect a positive transformation of the existing business to improve the overall

value propositions while maximizing shareholder value;

identify companies that

are underperforming their potential due to a temporary period of dislocation in the markets;

source initial business

combination opportunities through the extensive networks of our management team, sponsor and their affiliates, including seasoned

executives and operators, private equity investors, lenders, attorneys and family offices, that we believe will provide our management

team with a robust flow of acquisition opportunities.

management team has decades of combined experience setting and implementing strategies to grow revenues and improve profitability, including

6 unchanged sentences

rigorous research and analysis of various industries and companies to identify promising potential targets;

a rigorous and thorough due diligence review of one or more targets, including an analysis of overall industry and competitive conditions

and of company specific information, meetings with incumbent management and employees, document reviews, interviews of customers

and suppliers, inspections of facilities, competitor analysis and reviews of operational, financial and business and other information,

conduct a rigorous

and thorough due diligence review of one or more targets, including an analysis of overall industry and competitive conditions and

of company specific information, meetings with incumbent management and employees, document reviews, interviews of customers and

suppliers, inspections of facilities, competitor analysis and reviews of operational, financial and business and other information,

among others, in the evaluation process to ensure a high-quality potential target;

our established deal execution experiences to better understand the competing priorities among stakeholders and creatively structure

transaction terms to reach a transaction agreement beneficial to all parties;

under-exploited expansion opportunities overlooked by other companies where complexity or urgency mask hidden value and complete

a business combination at an attractive price in terms of intrinsic value and future potential;

a business plan that we believe will accelerate growth and provide the company with flexibility both financially and operationally;

further strategic opportunities in the form of acquisitions, divestitures or other transactions in order to enhance shareholder value.

utilize our established

deal execution experiences to better understand the competing priorities among stakeholders and creatively structure transaction

terms to reach a transaction agreement beneficial to all parties;

identify under-exploited

expansion opportunities overlooked by other companies where complexity or urgency mask hidden value and complete a business combination

at an attractive price in terms of intrinsic value and future potential;

implement a business plan

that we believe will accelerate growth and provide the company with flexibility both financially and operationally;

seek further strategic

opportunities in the form of acquisitions, divestitures or other transactions in order to enhance shareholder value.

with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating

2 unchanged sentences

we may deviate from these criteria and guidelines should we consider it appropriate to do so.

businesses with long-term financial visibility.

We will seek to acquire a target that has already generated, or has the near-term

potential to generate, strong and stable cash flow, with predictable and recurring revenue streams.

market position.

We intend to seek target businesses with strong positions in an industry where they have disruptive or leading

competitive technology, distinctive brand equity and/or product competencies.

opportunities through capital investment .

We intend to seek candidates who may be at a point of achieving high growth and require

additional expertise or capital to help drive their further expansion.

and incentivized management team with a proven track record .

We will focus on candidates with a strong and experienced management

team that has a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow.

seek to partner with a management team that is well-incentivized and aligned in an effort to create enduring shareholder value, with

the ambition to take advantage of the improved liquidity and additional capital that can come from a successful U.S.

Established businesses

with long-term financial visibility.

We will seek to acquire a target that has already generated, or has the near-term potential

to generate, strong and stable cash flow, with predictable and recurring revenue streams.

Defensible market position.

We intend to seek target businesses with strong positions in an industry where they have disruptive or leading competitive technology,

distinctive brand equity and/or product competencies.

Growth opportunities

through capital investment .

We intend to seek candidates who may be at a point of achieving high growth and require additional

expertise or capital to help drive their further expansion.

Talented and incentivized

management team with a proven track record .

We will focus on candidates with a strong and experienced management team that has

a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow.

We will seek to partner

with a management team that is well-incentivized and aligned in an effort to create enduring shareholder value, with the ambition

to take advantage of the improved liquidity and additional capital that can come from a successful U.S.

public listing.

We expect that the operating and financial abilities of our management and board will help potential target companies to unlock opportunities

that the operating and financial abilities of our management and board will help potential target companies to unlock opportunities

for future growth and enhanced profitability.

from being a public company .

We intend to pursue a business combination with a company that we believe will benefit from being

publicly traded and can effectively utilize the broader access to capital and public profile associated with being a public company.

We expect that the access to the public capital markets could allow such a target business to accelerate its growth, thereby enhancing

its ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen its balance sheet and recruit and retain

key employees through the use of publicly-traded equity compensation.

uniquely from our capabilities .

We will seek to acquire a business where the collective capabilities of our management and sponsor

can be leveraged to tangibly improve the operations and market position of the target.

risk-adjusted returns .

We intend to acquire a target that we believe can offer attractive risk-adjusted returns on investments

of our shareholders.

Benefit from being a

public company .

We intend to pursue a business combination with a company that we believe will benefit from being publicly traded

and can effectively utilize the broader access to capital and public profile associated with being a public company.

We expect that

the access to the public capital markets could allow such a target business to accelerate its growth, thereby enhancing its ability

to pursue accretive acquisitions, high-return capital projects, and/or strengthen its balance sheet and recruit and retain key employees

through the use of publicly-traded equity compensation.

Benefit uniquely from

our capabilities .

We will seek to acquire a business where the collective capabilities of our management and sponsor can be leveraged

to tangibly improve the operations and market position of the target.

Attractive risk-adjusted

We intend to acquire a target that we believe can offer attractive risk-adjusted returns on investments of our shareholders.

as a Public Company

71 unchanged sentences

business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

On February 2, 2026, we entered

into a Business Combination Agreement (the “BCA”) with DTSQ Purchaser Inc., a Delaware corporation and our wholly owned subsidiary

(“Purchaser”), DTSQ Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and

PrimeGen US, Inc., a Delaware corporation (the “Target”).

Pursuant to the BCA, subject to the terms and conditions set forth

therein, at the closing of the transactions contemplated by the BCA (the “Closing”), (i) we shall merge with and into the

Purchaser (the “Redomestication Merger”), with Purchaser surviving the Redomestication Merger;

and (ii) at least one business

day subsequent to the consummation of the Redomestication Merger, Merger Sub shall merge with and into the Company (the “Acquisition

Merger” and together with the Redomestication Merger, the “Mergers”), with the Target surviving the Acquisition Merger

(the “Surviving Corporation”).

As of the date of issuance of these financial statements, the business combination contemplated

by the BCA has not been consummated.

Pursuant to the

BCA, (a) at the effective time of Redomestication Merger (the “Redomestication Merger Effective Time”), (i) all the issued

and outstanding units of DT Cloud Star (the “Parent Units”) immediately prior to the Redomestication Merger Effective Time

will separate into their individual components of the ordinary share of DT Cloud Star (the “Parent Ordinary Share”) and the

rights of DT Cloud Star (the “Parent Rights”) and will cease separate existence and trading, and (ii) each issued and outstanding

Parent Right immediately prior to the Redomestication Merger Effective Time shall be converted into one right of the Purchaser to receive

one-ninth (1/9) of one share of Class A common stock of the Purchaser (the “Purchaser Class A Common Stock”);

Redomestication Merger Effective Time, each issued and outstanding Parent Ordinary Share, other than certain excluded shares and dissenting

shares, immediately prior to the Redomestication Merger Effective Time shall be converted automatically into one share of Purchaser Class

A Common Stock;

and (c) at the Redomestication Merger Effective Time, Purchaser shall issue warrants to purchase a total of an additional

1,931,900 shares of Purchaser Class A Common Stock (the “Non-Redemption Warrants”) to (x) those DT Cloud Star public shareholders

which, as of a time immediately prior to the Redomestication Merger Effective Time, have not tendered their Parent Ordinary Shares in

the redemption and (y) all other holders of Parent Ordinary Shares immediately prior to the Redomestication Merger (including, without

limitation, the sponsor, other insiders and holders of other Parent Ordinary Shares that are not public Parent Ordinary Shares) (each,

an “Eligible Warrant Recipient”).

At the effective

time of the Acquisition Merger (the “Acquisition Merger Effective Time”), Purchaser will issue to Company stockholders an

aggregate number of Purchaser Class A Common Stock valued at the “Purchase Price,” calculated as (a) $1,489,800,000 less (b)

adjustments for outstanding Company warrants (the “Company Warrant”) and Company stock options (the “Company Stock

Option”) based on the redemption price less applicable exercise prices.

Each share of Purchaser common

stock (the “Purchaser Common Stock”) is valued at the redemption price.

Each Company stockholder will receive its pro rata

share of this “Merger Consideration,” with holders of Company Class A Common Stock (the “Company Class A Common Stock”)

receiving Purchaser Class A Common Stock and holders of Company Class B common stock (the “Company Class B Common Stock”)

receiving Purchaser Class B common stock (the “Purchaser Class B Common Stock”).

of target businesses

10 unchanged sentences

While we do not presently anticipate engaging the services

of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these

firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be

determined in an arm’s length negotiation based on the terms of the transaction.

In no event, however, will any of our existing

officers, directors, special advisors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s

fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business

combination (regardless of the type of transaction).

If we decide to enter into a business combination with a target business that is

affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent

investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view.

as of the date of this Report, there is no affiliated entity that we consider a business combination target.

of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or

other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined

in an arm’s length negotiation based on the terms of the transaction.

In no event, however, will any of our existing officers,

directors, special advisors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting

fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination

(regardless of the type of transaction).

If we decide to enter into a business combination with a target business that is affiliated

with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent investment

banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view.

February 2 , 2026, we entered into a Business Combination Agreement (the “BCA”) with DTSQ Purchaser Inc., a Delaware

corporation and our wholly owned subsidiary (“Purchaser”), DTSQ Merger Sub Inc., a Delaware corporation and our wholly owned

subsidiary (“Merger Sub”), and PrimeGen US, Inc., a Delaware corporation (the “Target”).

Pursuant to the BCA,

subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the BCA (the “Closing”),

(i) we shall merge with and into the Purchaser (the “Redomestication Merger”), with Purchaser surviving the Redomestication

and (ii) at least one business day subsequent to the consummation of the Redomestication Merger, Merger Sub shall merge with and

into the Company (the “Acquisition Merger” and together with the Redomestication Merger, the “Mergers”), with

the Target surviving the Acquisition Merger (the “Surviving Corporation”).

As of the date of issuance of these financial statements,

the business combination contemplated by the BCA has not been consummated.