What changed in this filing

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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-31 · 485 added, 346 removed, 1272 unchanged (40% of the section changed)

22 unchanged sentences

of the date of this Report, our directors and officers are as follows:

[Company to advise if any updates]

of the Board of Directors and Chief Executive Officer

Financial Officer and Director

Operating Officer

Sam Zheng Sun

Chairperson of the Board of Directors and Chief Executive

Chief Financial Officer and Director

Chief Operating Officer

Independent Director

is a summary of the business experience of each our executive officers and directors:

Fan is our chief executive officer and a director.

Fan has years of experience in deal sourcing and execution and

capital raising.

He served as a senior vice president at CITIC Securities Co., Ltd.

from July 2020 to May 2024, leading cross-border

mergers and acquisitions and capital markets transactions.

During his tenure with CITIC Securities’ M&A team, Mr.

Fan was actively

involved in numerous complex transactions, including the notable acquisition of Hytest by Mindray and China Baowu Steel Group’s

purchase of a stake in the Simandou project in Guinea.

His strategic insights and execution capabilities have consistently delivered

value, fostering growth and enhancing shareholder returns.

Prior to that, he served as the group treasury director at China National

Chemical Corp., Ltd.

(“ChemChina”) from July 2016 to June 2020, focusing on cross-border mergers and acquisitions financing

and equity and debt fundraising.

Fan was a key member in the landmark acquisition of Syngenta by ChemChina in 2017, which

remains the largest ever overseas acquisition by a Chinese enterprise to date.

Beyond the acquisition phase, he orchestrated and led

the post-acquisition refinancing through both equity and debt financial instruments, ensuring a seamless financial transition and integration.

From July 2012 to April 2016, he served as an IT associate and a risk associate at the Industrial and Commercial Bank of China, New York

branch, gaining extensive financial analysis experience.

Fan received a bachelor’s degree in information systems and information

management from the University of Science and Technology Beijing in July 2010, and a master’s degree in information systems and

operations management from the University of Florida in May 2012.

He obtains a Financial Risk Manager (FRM) Certification issued by the

Global Association of Risk Professionals.

Sun is our chief executive officer and a director.

Fan 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.

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.

Lam is our chief financial officer and director.

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Asia Pacific University in Japan in July 2009.

Zhou is an entrepreneur and researcher

with over 6 years of experience in biotechnology and health innovation.

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.

Zhou is a pioneering figure in biotechnology

and digital health innovation.

He has served as director for Huakang Biomedical Holdings Company Limited (HK:

08622) 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.

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.

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.

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.

and Terms of Office of Officers and Directors

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audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board

whether the audited financial statements should be included in our Form 10-K;

with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation

of our financial statements;

with management major risk assessment and risk management policies;

reviewing and discussing

with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited

financial statements should be included in our Form 10-K;

discussing with management

and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial

discussing with management

major risk assessment and risk management policies;

the independence of the independent auditor;

the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible

for reviewing the audit as required by law;

and discussing with management our compliance with applicable laws and regulations;

pre-approving

all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the

services to be performed;

or replacing the independent auditor;

the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and

the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls

or reports which raise material issues regarding our financial statements or accounting policies.

verifying the rotation

of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing

the audit as required by law;

inquiring and discussing

with management our compliance with applicable laws and regulations;

pre-approving all audit

services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services

to be performed;

appointing or replacing

the independent auditor;

determining the compensation

and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent

auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures

for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports

which raise material issues regarding our financial statements or accounting policies.

Governance and Nominating Committee

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that persons to be nominated:

have demonstrated notable or significant achievements in business, education or public service;

possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring

a range of skills, diverse perspectives and backgrounds to its deliberations;

have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

should have demonstrated

notable or significant achievements in business, education or public service;

should possess the requisite

intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills,

diverse perspectives and backgrounds to its deliberations;

should have the highest

ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

corporate governance and nominating committee will consider a number of qualifications relating to management and leadership experience,

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duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,

evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the

remuneration (if any) of our Chief Executive Officer based on such evaluation;

and approving the compensation of all of our other executive officers;

our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

and approving the compensation disclosure and analysis prepared by Company management to be included in our proxy statement and annual

report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers

and employees;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

reviewing and approving

on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our

Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer based on such evaluation;

reviewing and approving

the compensation of all of our other executive officers;

reviewing our executive

compensation policies and plans;

implementing and administering

our incentive compensation equity-based remuneration plans;

reviewing and approving

the compensation disclosure and analysis prepared by Company management to be included in our proxy statement and annual report disclosure

requirements;

approving all special perquisites,

special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

reviewing, evaluating and

recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

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investors should be aware of the following potential conflicts of interest:

of our officers and directors is required to commit their full time to our affairs and, accordingly,

they may have conflicts of interest in allocating their time among various business activities.

the course of their other business activities, our officers and directors may become aware

of investment and business opportunities which may be appropriate for presentation to our

company as well as the other entities with which they are affiliated.

Our management has

pre-existing fiduciary duties and contractual obligations and may have conflicts of interest

in determining to which entity a particular business opportunity should be presented.

officers and directors may in the future become affiliated with entities, including other

blank check companies, engaged in business activities similar to those intended to be conducted

by our company.

officers and directors undertake to vote all ordinary shares beneficially owned by him, her

or it, whether acquired before, in or after our initial public offering, in favor of our

initial business combination.

Additionally, our officers and directors will not receive distributions

from the trust account with respect to any of their initial shares if we do not complete

a business combination.

Furthermore, our initial shareholders have agreed that the private

units will not be sold or transferred by them until after we have completed our initial business

In addition, our officers and directors may loan funds to us after our initial

public offering and may be owed reimbursement for expenses incurred in connection with certain

activities on our behalf which would only be repaid if we complete an initial business combination.

For the foregoing reasons, the personal and financial interests of our directors and executive

officers may influence their motivation in identifying and selecting a target business, completing

a business combination in a timely manner and securing the release of their shares.

None of our officers and

directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating

their time among various business activities.

In the course of their

other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate

for presentation to our company as well as the other entities with which they are affiliated.

Our management has pre-existing fiduciary

duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities

similar to those intended to be conducted by our company.

Our officers and directors

undertake to vote all ordinary shares beneficially owned by him, her or it, whether acquired before, in or after our initial public

offering, in favor of our initial business combination.

Additionally, our officers and directors will not receive distributions from

the trust account with respect to any of their initial shares if we do not complete a business combination.

Furthermore, our initial

shareholders have agreed that the private units will not be sold or transferred by them until after we have completed our initial

business combination.

In addition, our officers and directors may loan funds to us after our initial public offering and may be owed

reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete

an initial business combination.

For the foregoing reasons, the personal and financial interests of our directors and executive officers

may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner

and securing the release of their shares.

Cayman Islands law, directors owe the following fiduciary duties:

to act in good faith in what the director believes to be in the best interests of the company as a whole;

to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

should not improperly fetter the exercise of future discretion;

not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

to exercise independent judgment.

duty to act in good faith

in what the director believes to be in the best interests of the company as a whole;

duty to exercise powers

for the purposes for which those powers were conferred and not for a collateral purpose;

directors should not improperly

fetter the exercise of future discretion;

duty not to put themselves

in a position in which there is a conflict between their duty to the company and their personal interests;

duty to exercise independent

addition to the above, directors also owe a duty of care which is not fiduciary in nature.

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of Affiliated Company

Golden Star Acquisition

Chief Financial Officer

Junwei Investment Management

DT Cloud Acquisition Corporation

Chairman and Chief Executive

Shenzhen Qianhai Hairun

Huaxin Investment Co., Ltd.

General Manager

Lian Seng Construction

CEO，Director,

Star Acquisition Corporation

Financial Officer

Investment Management Co., Ltd.

Qianhai Hairun Huaxin Investment Co., Ltd.

Valley Capital

Star Acquisition Corporation

CAPITAL ACQUISITION CORPORATION

Zhencui Holding Group Co., Ltd

September 16, 2023, Golden Star Acquisition Corporation (“Golden Star”) entered into a definitive business combination agreement

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 28, 2025 based

on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

executive officers and directors;

executive officers and directors as a group.

following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 17, 2026 based on information

obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

each person known by us

to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

each of our executive officers

and directors;

all of our executive officers

and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our

ordinary shares beneficially owned by them.

the table below, the percentage ownership is based on 8,900,900 ordinary shares (which includes ordinary shares that are underlying the

units) issued and outstanding as of March 28, 2025.

The following table does not reflect record of beneficial ownership of any

ordinary shares issuable upon conversion of rights as the rights are not convertible within 60 days of this Report.

the table below, the percentage ownership is based on 3,653,409 ordinary shares (which includes ordinary shares that are underlying the units)

issued and outstanding as of February 17, 2026.

The following table does not reflect record of beneficial ownership of any ordinary shares

issuable upon conversion of rights as the rights are not convertible within 60 days of this Report.

Name and Address of Beneficial Owner (1)

Number of Shares Beneficially Owned

Approximate Percentage of Outstanding Ordinary Shares

Number of Shares

Percentage of

Ordinary Shares

DT Cloud Star Management Limited (our sponsor) (2)

Sam Zheng Sun (3)

Kenneth Lam (3)

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All initial shareholders as a group

All other five percent (5 %)

Wolverine Asset Management LLC (4)

Hudson Bay Capital Management LP (5)

Goldman Sachs & Co.

Mizhuo Financial Group, Inc.

All other five percent (5%) shareholders

AQR Capital Management, LLC (4)

AQR Capital Management Holdings, LLC (4)

AQR Arbitrage, LLC (4)

Feis Equities LLC (5)

TD Securities (USA) LLC (6)

Unless otherwise

indicated, the business address of each of the individuals is c/o DT Cloud Star Acquisition Corporation, Floors 1 through 3, 175

Pearl Street, Brooklyn, New York 11201.

shares held by DT Cloud Star Management Limited, our sponsor.

The address for our sponsor is 300 Cadman Plaza West, 12th Floor, Brooklyn

Such individual

does not beneficially own any of our ordinary shares.

Asset Management LLC (“WAM”) holds 6.0% of the outstanding shares of DT Cloud Star Acquisition Corporation.

member and manager of WAM is Wolverine Holdings, L.P.

(“Wolverine Holdings”).

Bellick and Christopher L.

may be deemed to control Wolverine Trading Partners, Inc.

(“WTP”), the general partner of Wolverine Holdings.

Wolverine Holdings, Mr.

Gust, and WTP have voting and disposition power over 537,949 Ordinary Shares.

for each of WAM, Wolverine Holdings, and WTP is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

Bay Capital Management LP holds 6.1% of the outstanding shares of DT Cloud Star Acquisition Corporation.

Hudson Bay Capital Management

LP serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held.

As such, Hudson

Bay Capital Management LP may be deemed to be the beneficial owner of all ordinary shares held by HB Strategies LLC.

Gerber serves

as the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP.

disclaims beneficial ownership of these securities.

The address for each of Hudson Bay Capital Management LP, Hudson Bay Capital

GP LLC and Mr.

Gerber is 290 Harbor Dr., Stamford, CT 06902.

LLC holds 6.0% of the outstanding shares of DT Cloud Star Acquisition Corporation.

The Goldman Sachs Group, Inc may be deemed to be indirect beneficial owners of the said equity shares directly held

by Goldman Sachs & Co.

The address for each of Goldman Sachs & Co.

LLC and The Goldman Sachs Group, Inc is 200 West Street

New York, NY 10282.

Mizuho Financial Group,

Inc., Mizuho Bank, Ltd.

and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly

held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary and holds 7.8% of the outstanding shares of DT Cloud Star

Acquisition Corporation.

The address for Mizuho Financial Group, Inc.

is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan

Westchester Capital Management, LLC (7)

Unless otherwise indicated,

the business address of each of the individuals is c/o DT Cloud Star Acquisition Corporation, Floors 1 through 3, 175 Pearl Street,

Brooklyn, New York 11201.

Represents shares held

by DT Cloud Star Management Limited, our sponsor.

The address for our sponsor is 300 Cadman Plaza West, 12th Floor, Brooklyn NY 11201.

Such individual does not

beneficially own any of our ordinary shares.

AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC shares the holding of 12.1% of the outstanding

shares of DT Cloud Star Acquisition Corporation.

AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings,

AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC.

The address for each of AQR Capital Management, LLC,

AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830.

Feis Equities LLC holds

9.6% of the outstanding shares of DT Cloud Star Acquisition Corporation.

The managing member of Feis Equities LLC is Lawrence M.

Each of Feis Equities LLC and Lawrence M.

Feis has voting and disposition power over 352,550 Ordinary Shares.

The address for

each of Feis Equities LLC and Lawrence M.

Feis is 1740 Waukegan Road, Suite 206, Glenview, Illinois 60025.

TD Securities (USA) LLC

(“TDS”) holds 9.6% of the outstanding shares of DT Cloud Star Acquisition Corporation.

Toronto Dominion Holdings (U.S.A.), Inc.

(“TDH”), TD Group US Holdings LLC (“TD Gus”), and Toronto Dominion Bank ("TD Bank") may be deemed to be indirect beneficial owners of said equity securities directly held by TDS.

TDS is the wholly owned subsidiary of TDH.

Toronto Dominion Holdings (U.S.A.),

(“TDH”), TD Group US Holdings LLC (“TD Gus”), and Toronto Dominion Bank (“TD Bank”) may

be deemed to be indirect beneficial owners of said equity securities directly held by TDS.

TDS is the wholly owned subsidiary of

TDH is the wholly owned subsidiary of TD GUS.

TD GUS is the wholly owned subsidiary of TD Bank.

The principal office address for each of TDS and TDH is One Vanderbilt Avenue, New York, New York 10017.

The principal office address for TD GUS is 251 Little Falls Drive, Wellington, Delaware 19808.

The principal office address for TD Bank is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2.

The principal office address

for each of TDS and TDH is One Vanderbilt Avenue, New York, New York 10017.

The principal office address for TD GUS is 251 Little

Falls Drive, Wellington, Delaware 19808.

The principal office address for TD Bank is Toronto-Dominion Centre, 66 Wellington Street

West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2.

Westchester Capital Management, LLC holds 5.0% of the outstanding shares of DT Cloud Star Acquisition Corporation.

Westchester Capital

Management, LLC serves as sub-advisor to each of The Merger Fund, The Merger Fund VL, Virtus Westchester Credit Event Fund, JNL Multi-Manager

Alternative Fund, JNL/Westchester Capital Event Driven Fund and Principal Funds, Inc.

- Global Multi-Strategy Fund.

The address for Westchester

Capital Management, LLC is 100 Summit Lake Drive, Valhalla, NY 10595.

sponsor, officers and directors are deemed to be our “promoter” as such term is defined under the federal securities laws.

initial shareholders beneficially own 52.9% of our issued and outstanding ordinary shares.

Because of this ownership block, our sponsor

may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to

our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial

business combination.

Because of this ownership block, our

sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including

amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions

including our initial business combination.

initial shareholders have agreed (a) to vote any initial shares and public shares held by them in favor of any proposed business combination

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Party Loans and Advances

December 31, 2023, we issued an unsecured promissory note to the sponsor, pursuant to which we may borrow up to an aggregate

principal amount of $300,000 (the “2023 Promissory Note”).

The 2023 Promissory Note is non-interest-bearing and payable

on the earlier of (i) December 31, 2024 and (ii) the date on which we consummate an IPO or the date on which we determine not to

conduct the IPO.

As of December 31, 2024 and 2023, the principal amount due and owing under the 2023 Promissory Note was $nil and

$nil, respectively.

December 31, 2023, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an

aggregate principal amount of $300,000 (the “first Promissory Note”).

The first Promissory Note is non-interest-bearing and

payable on the earlier of (i) December 31, 2024 and (ii) the date on which the Company consummates an IPO or the date on which the Company

determines not to conduct the IPO.

The first Promissory Note terminated and paid back after consummation of IPO on July 29, 2024.

October 28, 2024, we issued an unsecured promissory note to the sponsor, pursuant to which we may borrow up to an aggregate principal

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units at a price of $10.00 per unit.

As of December 31, 2024, the principal amount due and owing under the Working Capital Loan Note

On July 29, 2025, we entered into a Letter Agreement to the Working Capital Loan Note (the “Letter

Agreement”) with the sponsor, pursuant to which we and the sponsor agreed to terminate the Working Capital Loan Note and confirmed

that the outstanding amount that we borrowed under the Promissory Note was $nil.

October 22, 2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with

Wilmington Trust National Association.

Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial

business combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000

for all remaining public shares for each one-month extension.

On October 23, 2025, we issued an unsecured promissory note in the aggregate

principal amount of $75,000 (the “Note”) to the sponsor, in exchange for its depositing such amount into the our trust account

in order to extend the amount of time we have available to complete the business combination.

The Note does not bear interest and matures

upon the closing of our business combination.

In addition, the Note may be converted by the holder into units identical to the units

issued in our initial public offering at a price of $10.00 per unit.

As of December 31, 2025, we have issued additional unsecured promissory

notes to the sponsor in connection with subsequent one-month extensions, resulting in an aggregate principal amount of $150,000 deposited

into the trust account for business combination extension purposes.

of December 31, 2025 and 2024, we had a temporary advance of $384,050 and $84,500 from the sponsor, respectively.

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interest-free and has no fixed terms of repayment.

will have until 15 months from the closing of our initial public offering to complete a business combination.

If we anticipate that we

may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our amended

and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination.

If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a

per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes

payable), divided by the number of then issued and outstanding public shares, subject to applicable laws.

initially have 15 months from the closing of our initial public offering to consummate our initial business combination.

On October 22,

2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington

Trust National Association.

Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business

combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all

remaining public shares for each one-month extension.

we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval

to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business

If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their

shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest

(net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws.

Administrative

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affiliate of the sponsor $10,000 per month for these services commencing on the closing date of our initial public offering for 15 months.

In 2023 and 2024, we paid administrative expense of $nil and $nil, respectively.

Capital Loans

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units at a price of $10.00 per unit.

As of December 31, 2024, the principal amount due and owing under the Working Capital Loan Note

On July 29, 2025, we entered into a Letter Agreement to the Working Capital Loan Note (the “Letter

Agreement”) with the sponsor, pursuant to which we and the sponsor agreed to terminate the Working Capital Loan Note and confirmed

that the outstanding amount that we borrowed under the Promissory Note was $nil.

to a registration rights agreement entered into on July 24, 2024, the holders of the initial

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Principal Accountant Fees and Services

LLP acts as our independent registered public accounting firm.

Fees for professional services provided by our independent registered

public accounting firm since inception include:

acts as our independent registered public accounting firm since July 16, 2025.

Fees for professional services provided by our independent

registered public accounting firm since inception include:

December 31, 2025

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All Other Fees (4)

Audit fees consist of fees billed for professional services rendered by our independent registered public accounting firm

related to our initial public offering process, audits of our annual financial statements, review of the financial information

included in our Form 10-Q for the respective periods, or services that are normally provided by our independent registered public

accounting firm in connection with statutory and regulatory filings or engagements.

Audit-Related

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

Tax fees consist of fees billed for professional services rendered by our independent registered public accounting firm for tax compliance,

following is a summary of fees paid or to be paid to UHY LLP for services rendered.

December 31, 2025

December 31, 2024

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

fees consist of fees billed for professional services rendered by our independent registered public accounting firm related to our

initial public offering process, audits of our annual financial statements,

review of the financial information included in our Form 10-Q for the respective periods, or services that are normally provided by

our independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

Audit-Related Fees .

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit

or review of our financial statements and are not reported under “Audit Fees.” These services include attest services

that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

consist of fees billed for professional services rendered by our independent registered public accounting firm for tax compliance,

tax advice and tax planning.

All Other Fees .

All other fees consist of fees billed for all other services.

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The following documents are filed as part of this Form

Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of DT Cloud Star Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of

DT Cloud Star Acquisition Corporation (the Company) as of December 31, 2024 and 2023, and the related statements of operations, changes

in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes

(collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows

for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the

United States of America.

Substantial Doubt about the Company’s Ability

to Continue as a Going Concern

The accompanying financial statements have been prepared

assuming the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company does not have sufficient

cash to sustain its operations and has no revenue, its business plan is dependent on the completion of a business combination on or before

October 25, 2025, which is less than one year from the issuance date of the financial statements.

If a business combination is not consummated

by this date or an extension is not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s evaluation of the events

and conditions and management’s plans regarding these matters are also described in Note 1 to the financial statements.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audits.

the Board of Directors and Shareholders of DT Cloud Star Acquisition Corporation

on the Financial Statements

have audited the accompanying balance sheets of DT Cloud Star Acquisition Corporation(the “Company”) as of December 31, 2025

and 2024, and the related statement of operations, changes in shareholders’ deficit, and cash flows for each of the years in the

two-year period ended December 31, 2025, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,

2025 in conformity with accounting principles generally accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to

the financial statements, the Company does not have sufficient cash to sustain its operations and has no revenue, its business plan is

dependent on the completion of a business combination on or before October 26, 2026, which is less than one year from the issuance date

of the financial statements.

If a business combination is not consummated by this date or an extension is not obtained, there will be

a mandatory liquidation and subsequent dissolution of the Company.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s evaluation of the events and conditions and management’s plans regarding

these matters are also described in Note 1 to the financial statements.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards

generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2024.

Irvine, California

March 31, 2025

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provides

a reasonable basis for our opinion.

EliteCPA P.C.

have served as the Company’s auditor since July 2025.

CLOUD STAR ACQUISITION CORPORATION

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Commitments and contingencies (Note 7)

Ordinary shares subject to possible redemption, 6,900,000 shares (at redemption price of $ 10.21 per share)

Ordinary shares subject to possible redemption, 1,652,509 and 6,900,000 shares (at redemption price of $ 10.82 and $ 10.21 per share) at December 31, 2025 and 2024, respectively

Shareholders’ deficit:

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Additional paid-in capital

Share capital receivable

Accumulated deficit

( 1,051,445 )

Total Shareholders’ deficit

( 1,051,245 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

issued 1 share in 2022, 999 shares in 2023 and 1,724,000 shares in January 2024.

The Company applied the retrospective approach to

present the subsequent share issuance in 2024 in the Financial Statements for the year ended December 31, 2023.

The 1,725,000 shares

include up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment

option is not exercised in full or in part.

accompanying notes to the audited financial statements.

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Total other income

NET INCOME (LOSS)

Basic and diluted weighted average shares outstanding

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Non-redeemable ordinary shares, basic and diluted net income (loss) per share

Number of shares in 2023

excludes up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment

option is not exercised in full or in part.

accompanying notes to audited financial statements.

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Ordinary shares

Shareholders’

Balance as of December 31, 2024

$ ( 350,476 )

$ ( 350,276 )

Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on Trust Account)

( 2,683,684 )

Subsequent measurement of ordinary shares subject to possible redemption

(additional funding for business combination extension)

Net income for the year

Balance as of December 31, 2025

$ ( 1,051,445 )

$ ( 1,051,245 )

For the Year Ended December 31, 2024

Ordinary Shares

Share Capital

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$ ( 350,276 )

For the Year ended December 31, 2023

Ordinary shares

Paid-In Capital

Accumulated Deficit

Shareholders’

Balance as of December 31, 2022

Net loss for the period

Net income (loss)

Balance as of December 31, 2023

to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option

is not exercised in full or in part.

$ ( 350,476 )

$ ( 350,276 )

Includes up to an aggregate

of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised

in full or in part.

accompanying notes to audited financial statements.

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STATEMENTS OF CASH FLOWS

For the Year Ended

December 31, 2025

For the Year Ended

December 31, 2024

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Prepaid expenses

Payment of expenses by sponsor-related party

Interest and dividend income earned in cash and investments held in Trust Account

( 2,683,684 )

( 1,456,287 )

Change in operating assets and liabilities:

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( 69,000,000 )

Net cash used in investing activities

Cash withdrawn from Trust Account to redeem Public Shares

Extension contributions deposited into Trust Account

Net cash provided by(used in) investing activities

( 69,000,000 )

Cash flows from financing activities:

Proceeds from issuance of Founder Shares to Sponsor

for common stock redemption

from promissory note - related party

from issuance of Founder Shares to Sponsor

Sale of units to the founder in private placement

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Payment of promissory note to Sponsor

Net cash provided by financing activities

Net cash used in(provided by) financing activities

( 55,263,505 )

Net change in Cash

Cash at beginning of period

Cash and cash equivalents at end of year/period

Cash and cash equivalents at end of year

Non-cash investing and financing activities

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Offering, subject to applicable law.

of December 31, 2024 and 2023, the Company has $ 70,456,287 and $nil marketable securities held in the Trust Account, respectively.

October 22, 2025, the Company entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”),

with Wilmington Trust National Association.

Pursuant to the Trust Agreement, the Company have the right to extend the time for us to complete

our initial business combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account

$ 75,000 for all remaining public shares for each one-month extension.

On October 23, 2025, the Company issued an unsecured promissory note in

the aggregate principal amount of $ 75,000 (the “Note”) to the sponsor, in exchange for its depositing such amount into the

our trust account in order to extend the amount of time the Company have available to complete the business combination.

The Note does not bear

interest and matures upon the closing of our business combination.

In addition, the Note may be converted by the holder into units identical

to the units issued in our initial public offering at a price of $ 10.00 per unit.

of December 31, 2025 and 2024, the Company has $ 17,876,466 and $ 70,456,287 marketable securities held in the Trust Account, respectively.

CLOUD STAR ACQUISITION CORPORATION

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the initial business combination within the prescribed time frame).

Company will have until October 26, 2025 initially to consummate a Business Combination.

However, if the Company anticipates that it

may not be able to consummate a Business Combination within 15 months, if we seek shareholder approval for an extension, our public shareholders

will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit

in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares,

subject to applicable laws.

to December 31, 2025, on February 2 , 2026, the Company entered into a Business Combination

Agreement (the “BCA”) with PrimeGen US, Inc.

and certain other parties, pursuant to which the Company intends to consummate

its initial business combination.

The consummation of the proposed business combination is subject to the satisfaction or waiver of customary

closing conditions, including, among others, approval by the Company’s shareholders.

As of the date of issuance of these financial

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

initially have 15 months from the closing of our initial public offering to consummate our initial business combination.

On October 22,

2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington

Trust National Association.

Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business

combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $ 75,000 for all

remaining public shares for each one-month extension.

the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except

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or to monies held in the Trust Account.

Combination Costs

connection with the proposed business combination, management has estimated the costs related to the transaction, which include legal,

accounting, advisory, and other professional fees.

These costs are expensed as incurred and are subject to change depending on the final

structure of the business combination and the parties involved.

The Company has not yet finalized the total amount of transaction costs,

which will be reflected in the financial statements upon the consummation of the business combination.

CLOUD STAR ACQUISITION CORPORATION

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Concern Considerations and Management Liquidity Plans

Company initially has 15 months from the consummation of the Initial Public Offering to consummate the initial Business Combination.

Company have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.

The Company initially have

15 months from the closing of our initial public offering to consummate our initial business combination.

On October 22, 2025, we entered

into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington Trust National Association.

Pursuant to the Trust Agreement, the Company have the right to extend the time for us to complete our initial business combination for a period

for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $ 75,000

for all remaining public shares for each one-month extension.

If the Company does not complete a Business Combination within 15 months from the consummation of the Initial Public Offering, the Company

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If the Company is unable to consummate the Company’s initial Business Combination by October 26, 2026 (unless further extended),

the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 % of the Company’s outstanding

public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the

funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve.

However, the Company may not

be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s

public shareholders.

In the event of dissolution and liquidation, the Company’s rights will expire and will be worthless.

the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 %

of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata

portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and

However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority

over the claims of the Company’s public shareholders.

In the event of dissolution and liquidation, the Company’s rights will

expire and will be worthless.

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

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substantial doubt about the ability to continue as a going concern.

On October 28, 2024, the Company issued an unsecured promissory

note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000

(the “Working Capital Loan Note”).

The Working Capital Loan Note is non-interest-bearing and payable on the consummation of the initial business combination or converted

upon consummation of the business combination into additional private units at a price of $ 10.00

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Management has determined that the Company has funds that are

sufficient to fund the working capital needs of the Company until the consummation of an initial business combination or the winding

up of the Company as stipulated in the Company’s amended and restated memorandum of association.

The accompanying financial statements

have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S.

which contemplate continuation of the Company as a going concern.

indicated in the accompanying financial statements, the Company currently has a positive working capital, but projected expenses are

beyond the cash available through the earlier of the consummation of the initial Business Combination or one year from the issuance date of

this financial statements.

There is no assurance that the Company’s plan to consummate a business combination will be successful.

Business Combination is not consummated by the relevant period, there will be a mandatory liquidation and subsequent dissolution.

result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that

the financial statements are issued.

The financial statement does not include any adjustments that might result from the outcome of the

Subsequent to December 31, 2025, on February 2, 2026, the Company entered

into a Business Combination Agreement (the “BCA”) with PrimeGen US, Inc.

and certain other parties, pursuant to which the

Company intend to consummate our initial business combination through a series of merger transactions.

Management believes that the consummation

of the proposed business combination, if completed, would provide us with an operating business and additional capital resources.

the completion of the proposed business combination is subject to customary closing conditions, including regulatory approvals and shareholder

approval, and there can be no assurance that the transaction will be consummated.

Accordingly, the matters described above do not alleviate

the substantial doubt about our ability to continue as a going concern.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management has determined

that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial

business combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States

of America (“U.S.

GAAP”), which contemplate continuation of the Company as a going concern.

December 31, 2025, the Company had working capital deficit of $ 361,245 , excluding deferred underwriting commissions and the available

cash held in the Trust Account for marketable securities, which indicated a lack of liquidity it needed to sustain operations for a reasonable

period of time, which was considered to be one year from the issuance of the financial statements.There is no assurance that the Company’s

plan to consummate a business combination will be successful.

If a Business Combination is not consummated by the relevant period, there

will be a mandatory liquidation and subsequent dissolution.

As a result, there is substantial doubt about the entity’s ability

to continue as a going concern within one year after the date that the financial statements are issued.

The financial statement does

not include any adjustments that might result from the outcome of the uncertainty.

2 – SIGNIFICANT ACCOUNTING POLICIES

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Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 411,429 and $ nil in cash as of December 31, 2024 and 2023, respectively.

The Company had $ 461 and $ 411,429 in cash as of December 31, 2025 and 2024, respectively.

and Marketable Securities Held in Trust Account

7 unchanged sentences

market information.

The Company had $ 70,456,287 and $ nil marketable securities held in the Trust Account as of December 31, 2024 and 2023,

respectively.

The Company had $ 17,876,466 and $ 70,456,287 marketable securities held in the Trust Account as of December 31, 2025

and 2024, respectively.

the year ended December 31, 2025, interest and dividends earned in the Trust Account amounted to $ 2,683,684 , of which $ 2,626,342 was

1 unchanged sentence

During the year

ended December 31, 2023, there was no balance of marketable securities and no related investment income as the account had not opened.

ended December 31, 2024, interest and dividends earned in the Trust Account amounted to $ 1,456,287 , of which $ 1,192,605 was reinvested

in the Trust Account, $ 263,682 was recognized as unrealized gain on investments held in the Trust Account.

Costs Associated with the Initial Public Offering

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net income (loss) per share presented in the statement of operations is based on the following:

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE

For the Year ended

OF BASIC AND DILUTED NET LOSS PER SHARE

December 31, 2025

For the Year ended

December 31, 2024

Net income (loss)

Remeasurement to redemption value

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( 2,683,684 )

( 1,456,287 )

Net loss excluding investment income in Trust Account

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$ ( 417,868 )

$ ( 3,334,160 )

$ ( 5,786,748 )

Interest and dividends earned in Trust Account

Accretion of temporary equity

Allocation of net income (loss)

Allocation of net (loss) income

$ ( 133,101 )

$ ( 3,334,160 )

Denominators:

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Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair

Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily

due to their short-term nature.

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

Please refer to Note 8.

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of December 31, 2025, the ordinary shares reflected in the balance sheet are reconciled in the following table:

SCHEDULED OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds from Public Shares

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( 1,958,237 )

Redeem the redeemable ordinary shares held by Shareholder

( 55,413,505 )

Accretion of carrying value to redemption value

Subsequent measurement of ordinary shares subject to possible redemption (interest and dividend earned in Trust Account)

Subsequent measurement of ordinary shares subject to possible redemption

(additional funding for business combination extension)

Ordinary shares subject to possible redemption (plus any interest and dividends earned in the Trust Account)

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The Promissory Note is non-interest-bearing and payable on the date

which the Company consummates an initial business combination.

of December 31, 2024 and 2023, the principal amount due and owing under the Promissory Note are $ nil , respectively.

which the Company consummates an initial business combination.On July 29, 2025, we entered into a Letter Agreement to the Working Capital

Loan Note (the “Letter Agreement”) with the sponsor, pursuant to which we and the sponsor agreed to terminate the Working

Capital Loan Note and confirmed that the outstanding amount that we borrowed under the Promissory Note was $nil.

October 22, 2025, the Company entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”),

with Wilmington Trust National Association.

Pursuant to the Trust Agreement, the Company have the right to extend the time for us to

complete our initial business combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the

trust account $ 75,000

for all remaining public shares for each one-month extension.

On October 23, 2025, the Company issued an unsecured promissory note in the aggregate principal amount of $ 75,000

(the “Note”) to the sponsor, in exchange for its

depositing such amount into the our trust account in order to extend the amount of time we have available to complete the business combination.

The Note does not bear interest and matures upon the closing of our business combination.

In addition, the Note may be converted by the

holder into units identical to the units issued in our initial public offering at a price of $ 10.00

As of December 31, 2025, we have issued additional

unsecured promissory notes to the sponsor in connection with subsequent one-month extensions, resulting in an aggregate principal amount

of $ 150,000 deposited into the trust account for business combination extension purposes.

of December 31, 2025 and 2024, the principal amount due and owing under the Promissory Note are $ nil and $ nil , respectively.

to Related Party

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The Company has agreed to pay the affiliate of the Sponsor $ 10,000 per month for these services commencing on the closing date

of this offering for 15 months.

of our initial public offering.

For the year ended December 31, 2025, the Company incurred $ 120,000 for these services in total, included

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The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,

or, at the lender’s discretion, up to $ 300,000 converted upon consummation of our business combination into private units at a

price of $ 10.00 per unit.

As of December 31, 2024 and December 31, 2023, the principal amount due under the Working Capital Loan was

or, be converted by the holder into units identical to the units issued in our initial public offering at a price of $ 10.00 per unit.

As of December 31, 2025 and December 31, 2024, the principal amount due under the Working Capital Loan was $ nil and $ nil .

6 – SHAREHOLDERS’ DEFICIT

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of December 31, 2025, there were 2,000,900 ordinary shares issued and outstanding, excluding 1,652,509 ordinary shares subject to possible

of December 31, 2024, there were 2,000,900 ordinary shares issued and outstanding, excluding 6,900,000 ordinary shares subject to possible

— Each holder of a right will receive one-ninth (1/9) ordinary share upon consummation of a Business Combination, even if the

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and Uncertainties

continues to evaluate the long-term impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that

the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target

company, the specific impact is not readily determinable as of the date of these audited financial statements.

The audited financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

continues to evaluate the long-term impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus

could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company,

the specific impact is not readily determinable as of the date of these audited financial statements.

The audited financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

to a registration rights agreement entered into on July 26, 2024, the holders of the Founder Shares, Private Placement Units (including

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OF FAIR VALUE MEASUREMENTS

At December 31, 2025

Money Market Funds (cash equivalents)

Money Market Funds (marketable securities held in Trust

of December 31, 2023, the Company did not have any assets measured at fair value on a recurring basis.

Money Market Funds (marketable securities held in Trust Account)

At December 31, 2024

Money Market Funds (cash equivalents)

Money Market Funds (marketable securities held in Trust Account)

9 – SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

were filed, and no subsequent events were identified that would have required adjustment or disclosure in the financial statements.

Financial Statement

Except as described below, no subsequent events were identified that would have required adjustment or disclosure in the

financial statements.

February 2, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with PrimeGen US, Inc.

other parties, pursuant to which the Company intends to consummate its initial business combination.

As of the date of these financial

statements, the proposed business combination has not been consummated and remains subject to the satisfaction or waiver of customary

closing conditions.

Financial Statement Schedules:

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

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20549, at prescribed rates or on the SEC website at www.sec.gov.

Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-42167) filed with the SEC on July 26, 2024)

Third Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-42167) filed with the SEC on October 24, 2025)

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, as amended (File No.

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001-42167) filed with the SEC on July 26, 2024)

Description of Registrant’s Securities*

Investment Management Trust Account Agreement, dated July 24, 2024, 2024, by and between VStock Transfer LLC and the Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No.

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Annal Report on Form 10-K (File No.

001-42167) filed with the SEC on March 31, 2025)

Investment Management Trust Account Agreement, dated July 24, 2024, 2024, by and among the Company, VStock Transfer LLC and Wilmington Trust National Association (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No.

001-42167) filed with the SEC on July 26, 2024)

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001-42167) filed with the SEC on July 26, 2024)

Form of Code of Ethics*

Form of Code of Ethics (incorporated by reference to Exhibit 14 to the Annal Report on Form 10-K (File No.

001-42167) filed with the SEC on March 31, 2025)

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

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Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Compensation Recovery Policy*

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annal Report on Form 10-K (File No.

001-42167) filed with the SEC on March 31, 2025)

XBRL Instance Document*

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DT CLOUD STAR ACQUISITION CORPORATION

/s/ Sam Zheng

Sam Zheng Sun

Chairman and Chief Executive Officer

1 unchanged sentence

following persons on behalf of the registrant and in the capacities on March 25, 2026.

/s/ Sam Zheng Sun

Chief Executive Officer

Sam Zheng Sun

( Principal Executive

/s/ Kenneth Lam

Chief Financial Officer

1 unchanged sentence

and Accounting Officer )

/s/ Shaoke Li

Independent Director

/s/ Longjiao Li

Independent Director

/s/ Chi Zhang

Independent Director

/s/ Xunyong Zhou

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures