What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-05 · 78 added, 46 removed, 156 unchanged (44% of the section changed)

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The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed

financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial

statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

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Simultaneously

with the closing of our initial public offering on July 26, 2024, we consummated the private placement with the Sponsor of 206,900 private

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

As of July 26, 2024, 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 stockholders,

with Wilmington Trust National Association acting as trustee.

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

Limited, the sponsor (“Sponsor”), of 206,900 private units at a price of $10.00 per private unit, generating total gross

proceeds of $2,069,000.

As of July 26, 2024, 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 stockholders, 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”

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business and is positioned to bring in high returns and long-term sustainable growth.

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.

and Capital Resources

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negotiating and consummating the business combination.

the nine months ended September 30, 2025, cash used in operating activities was $391,312, primarily due to prepayment of formation and

operational costs.

As of September 30, 2025, we had cash at bank of $20,117.

September 30, 2025, the Company had negative working capital of $53,347, 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.

the three months ended March 31, 2026, cash provided by operating activities was $1,195, primarily due to payments made by the sponsor,

which offset the Company’s operating expenditures during the period.

As of March 31, 2026, we had cash at bank of $1,656.

March 31, 2026, the Company had working capital deficit of $854,550, 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.

order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our sponsor,

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October 28, 2024, 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 Promissory 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 per unit.

On July 29, 2025,

we entered into a letter agreement to the Promissory Note with the Sponsor, pursuant to which we and the Sponsor agreed to terminate

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

As of September 30,

2025, the principal amount due and owing under the Promissory Note was nil.

October 23, 2025, we issued an unsecured promissory note to the Sponsor, pursuant to which we borrowed up to an aggregate principal amount

of $75,000, in exchange for Sponsor depositing such amount into the our trust account in order to extend the amount of time it has available

to complete a business combination.

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

The Promissory 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 per unit.

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.

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

and certain other parties,

pursuant to which we 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.

However, 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.

Additionally,

during the shareholder meeting, a total of 5,247,491 shares of common stock were tendered for redemption.

This redemption of public shares

resulted in a significant reduction in the number of outstanding public shares and has impacted the Company’s available liquidity.

Management is actively managing the Company’s cash resources to ensure that sufficient funds are available to meet the minimum

cash condition required to consummate the business combination.

redemption of public shares, together with the extension of the business combination deadline, provides the Company with additional time

to pursue suitable acquisition targets.

However, the redemption activity has reduced the amount of cash available outside of the Trust

Account, and any further redemptions could further impact the Company’s liquidity position and its ability to consummate the business

To support its ongoing liquidity needs and fund operating and transaction-related expenses, the Company plans to issue additional

promissory notes to the Sponsor or its affiliates, subject to mutually agreed terms.

The Company will continue to closely monitor its

liquidity position and take appropriate actions to ensure that it maintains sufficient capital resources to complete the business combination.

of Operations

have neither engaged in any operations nor generated any revenue to date.

Our entire activity since inception through September 30, 2025

Our entire activity since inception through March 31, 2026

related to our formation, the preparation for the initial public offering, and since the closing of the initial public offering, the

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a business combination.

the three months ended September 30, 2025, we had net income of $582,964, which consisted of operating costs of $169,080, offset by interest

and dividends earned on marketable securities held in the operating account and Trust Account of $752,044.

For the nine months ended

September 30, 2025, we had net income of $1,844,746, which consisted of operating costs of $392,650, offset by interest and dividends

earned on marketable securities held in the operating account and Trust Account of $2,237,396.

the three months ended September 30, 2024, we had a net income of $526,781, which consisted of operating costs of $127,361.

months ended September 30, 2024, we had a net income of $474,123, which consisted of operating costs of $180,019, offset by interest

the three months ended March 31, 2026, we had net loss of $110,289, which consisted of operating costs of $268,316, offset by interest

and dividends earned on marketable securities held in the operating account and Trust Account of $158,027.

For the three months ended

March 31, 2025, we had net income of $630,284, which consisted of operating costs of $110,859, offset by interest and dividends earned

on marketable securities held in the operating account and Trust Account of $741,143.

to a registration rights agreement entered into on July 24, 2024, the holders of the insider shares, private placement units (including

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underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the initial public offering upon the closing

of the initial business combination, including (1) $0.15 per Unit, or $900,000 (or $1,035,000 if the underwriters’ over-allotment

option is exercised in full) in the aggregate, payable to the underwriters in cash upon the consummation of the initial public offering,

and (2) $0.10 per Unit, or $600,000 (or $690,000 if the underwriters’ over-allotment option is exercised in full) in the aggregate,

for deferred underwriting commissions that will be placed in the trust account as described in the Prospectus and payable to the underwriters

in cash upon the consummation of the initial business combination.

In addition, we agreed to issue 60,000 Ordinary Shares (or up to 69,000

Ordinary Shares if the underwriters’ over-allotment option is exercised in full) (the “Representative Shares”) to A.G.P.

upon the consummation of the initial public offering as part of the underwriting compensation in connection with this offering.

26, 2024 we issued 69,000 Representative Shares to A.G.P.

at the closing of our initial public offering, which have been received by

Administration

of the initial business combination, including (1) $0.15 per unit, or $1,035,000 in the aggregate, payable to the underwriters in cash

upon the consummation of the initial public offering, and (2) $0.10 per unit, or $690,000 in the aggregate, for deferred underwriting

commissions that will be placed in the trust account as described in the final prospectus related to the initial public offering and

payable to the underwriters in cash upon the consummation of the initial business combination.

In addition, we agreed to issue 69,000

ordinary shares (the “Representative Shares”) to Alliance Global Partners (“A.G.P.”) upon the consummation of

the initial public offering as part of the underwriting compensation in connection with the offering.

On July 26, 2024 we issued 69,000

Representative Shares to A.G.P.

at the closing of our initial public offering, which have been received by A.G.P.

Administrative

Services Agreement

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Sheet Arrangements

of September 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

April 6, 2026, the Company received a deficiency notice from Nasdaq stating that it no longer complies with Nasdaq Listing Rule 5450

(a)(2), which requires a minimum of 400 public shareholders for continued listing on the Nasdaq Global Market.

The Company has until

May 21, 2026 to submit a compliance plan, and may be granted up to 180 days from the notice date to regain compliance if the plan is

The Company is evaluating strategic alternatives, including a potential transfer to the Nasdaq Capital Market.

no assurance that the Company will successfully regain compliance or maintain its Nasdaq listing.

The Company filed a Form 8-K with the

SEC on April 9, 2026 to disclose this matter.

qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements

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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-Q

Item 2. Management’s Discussion and Analysis