ADDED
As of February 17, 2026, there were 3,653,409 ordinary shares, par value $ 0.0001 per share, issued and outstanding.
If we are unable to consummate a business combination, our public shareholders may be forced to wait until October 26, 2026 (unless further extended) before receiving liquidation distributions.
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.
Sun 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.
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.
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.
REMOVED
The ordinary shares and rights comprising the units began to trade separately on September 16, 2024.
As of June 30, 2024, the last business day of the registrant s most recently completed second fiscal quarter, the registrant s securities were not publicly traded.
Accordingly, there was no market value for the registrant s voting and non-voting common equity held by non-affiliates on such date.
As of March 24, 2025, there were 8,900,900 ordinary shares, par value $ 0.0001 per share, issued and outstanding.
If we are unable to consummate a business combination, our public shareholders may be forced to wait more than 15 months before receiving liquidation distributions.
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.
However, as of the date of this Report, there is no affiliated entity that we consider a business combination target.
As a result, if we sought shareholder approval of a proposed transaction we could need as little as 2,449,551 of our public shares (or approximately 35.5% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming that all issued and outstanding shares are voted and that the insiders do not purchase any units or shares in the after-market).
If we are unable to complete our initial business combination within the 15-month period or such period that may be extended, we will distribute the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), pro rata to our public shareholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein.
Facilities We maintain our principal executive office at 300 Cadman Plaza West, 12th Floor, Brooklyn, NY 11201.