PrimeGen US Enters $1.5B Merger Agreement with DT Cloud Star

PrimeGen US entered into a definitive business combination agreement dated as of February 2, with DT Cloud Star Acquisition Corporation. The transaction implies an equity value for PrimeGen US of approximately $1.5B and is expected to provide access to the public markets capital, which the combined company intends to use to advance clinical development, regulatory activities, and if approved, potential commercialization of its lead programs. Upon closing, which is subject to approval by the stockholders of both PrimeGen US and DT Cloud Star, receipt of required regulatory approvals, satisfaction of minimum cash conditions, and other customary closing conditions set forth in the Business Combination Agreement, the combined company is expected to operate as PrimeGen US and is anticipated to list on the Nasdaq, subject to Nasdaq approval, under a new ticker symbol. The transaction is currently expected to close in the second half of 2026, although there can be no assurance regarding the timing or completion of the transaction. PrimeGen US is a regenerative medicine company, leveraging nearly two decades of proprietary stem cell research to develop Triple Activated Mesenchymal Stem Cells as a novel, cell-based treatment for acute liver injury and related critical conditions. The Company's platform has demonstrated in preclinical activity in animal studies, and recent advancements include completion of a Pre-Investigational New Drug application meeting for Acute Alcoholic Hepatitis with the U.S. Food & Drug Administration on December 17. There can be no assurance that the FDA will allow an IND to proceed or that any clinical trials will be successful, and preclinical results may not be indicative of clinical outcomes in humans. PrimeGen US is working toward the initiation of a clinical trial, subject to regulatory approval, to support further development of Triple Activated MSCs for the potential treatment of Acute Alcoholic Hepatitis.