{"url_path":"/sec/dtsq/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits, Financial Statement Schedules**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-029131-index.html","accession_number":"0001493152-26-029131","cik":"0002017950","ticker":"DTSQ","issuer_name":"DT Cloud Star Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-029131-index.html","primary_entity_key":"0002017950","primary_entity_name":"DT Cloud Star Acquisition Corp"},"word_count":11248,"has_tables":true,"body_markdown":"** **\n\n**Item\n15. Exhibits, Financial Statement Schedules**\n\n \n\n \n(a)\nThe following documents are filed as part of this Form\n10-K:\n\n \n\n \n(1)\nFinancial Statements:\n\n** **\n\n \nPage\n\n[Report of Independent Registered Public Accounting Firm](#f_02) (PCAOB ID: 7238)\nF-2\n\n[Balance Sheets](#f_03)\nF-3\n\n[Statements of Operations](#f_04)\nF-4\n\n[Statements of Changes in Shareholders’ Deficit](#f_05)\nF-5\n\n[Statements of Cash Flows](#f_06)\nF-6\n\n[Notes to Financial Statements](#f_07)\nF-7\n\n \n\nF-1\n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Board of Directors and Shareholders of DT Cloud Star Acquisition Corporation\n\n \n\n**Opinion\non the Financial Statements**\n\n** **\n\nWe\nhave audited the accompanying balance sheets of DT Cloud Star Acquisition Corporation(the “Company”) as of December 31, 2025\nand 2024, and the related statement of operations, changes in shareholders’ deficit, and cash flows for each of the years in the\ntwo-year period ended December 31, 2025, including the related notes (collectively referred to as the “financial statements”).\nIn our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December\n31, 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,\n2025 in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Substantial\nDoubt about the Company’s Ability to Continue as a Going Concern**\n\n** **\n\nThe\naccompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to\nthe financial statements, the Company does not have sufficient cash to sustain its operations and has no revenue, its business plan is\ndependent on the completion of a business combination on or before October 26, 2026, which is less than one year from the issuance date\nof the financial statements. If a business combination is not consummated by this date or an extension is not obtained, there will be\na mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s\nability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding\nthese matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that\nmight result from the outcome of this uncertainty.\n\n \n\n**Basis\nfor Opinion**\n\n** **\n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audits of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards\ngenerally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance\nabout whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required\nto have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required\nto obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness\nof the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides\na reasonable basis for our opinion.\n\n \n\n/s/\nEliteCPA P.C.\n \n\n \n \n\nWe\nhave served as the Company’s auditor since July 2025.\n\nPiscataway,\nNew Jersey\n \n\nMarch\n25, 2026\n \n\n \n\nF-2\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**BALANCE\nSHEETS**\n\n** **\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nASSETS \n    \n   \n\nCurrent Assets: \n    \n   \n\nCash \n$461  \n$411,429 \n\nPrepaid expenses \n 95,182  \n 40,182 \n\n  \n    \n   \n\nTotal current assets \n 95,643  \n 451,611 \n\nCash and marketable securities held in trust \n 17,876,466  \n 70,456,287 \n\nTOTAL ASSETS \n$17,972,109  \n$70,907,898 \n\n  \n    \n   \n\nLIABILITIES AND SHAREHOLDERS’ DEFICIT \n    \n   \n\nCurrent liabilities: \n    \n   \n\nAccrued expenses \n$72,838  \n$27,387 \n\nAmount due to Sponsor \n 384,050  \n 84,500 \n\n  \n    \n   \n\nTotal Current Liabilities \n 456,888  \n 111,887 \n\n  \n    \n   \n\nDeferred underwriting compensation \n 690,000  \n 690,000 \n\n  \n    \n   \n\nTOTAL LIABILITIES \n$1,146,888  \n$801,887 \n\n  \n    \n   \n\nCommitments and contingencies (Note 7) \n -  \n - \n\nOrdinary 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 \n 17,876,466  \n 70,456,287 \n\n  \n    \n   \n\n**Shareholders’ deficit:** \n    \n   \n\nOrdinary shares, par value $0.0001 per share; 500,000,000 shares authorized; 2,000,900 and 2,000,900 shares issued and outstanding at December 31, 2025 and 2024, respectively \n 200  \n 200 \n\nAdditional paid-in capital \n -  \n - \n\nAccumulated deficit \n (1,051,445) \n (350,476)\n\n  \n    \n   \n\n**Total Shareholders’ deficit** \n (1,051,245) \n (350,276)\n\n  \n    \n   \n\nTOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT \n$17,972,109  \n$70,907,898 \n\n** **\n\nSee\naccompanying notes to the audited financial statements.\n\n \n\nF-3\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**AUDITED\nSTATEMENTS OF OPERATIONS**\n\n** **\n\n  \n2025  \n2024 \n\n  \nYear Ended \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nOperating expenses: \n    \n   \n\nFormation and operating costs \n$(437,174) \n\n$\n(222,248)\n\nGeneral and administrative expenses \n (120,000) \n (50,000)\n\nLoss from operations \n (557,174) \n (272,248)\n\n  \n    \n   \n\nOther income: \n    \n   \n\nInterest from operating account \n 6,205  \n 9,577 \n\nInterest earned in Trust Account \n 2,626,342  \n 1,192,605 \n\nUnrealized gained on marketable securities held in Trust Account \n 57,342  \n 263,682 \n\nTotal other income \n 2,689,889  \n 1,465,864 \n\n  \n    \n   \n\nNET INCOME  \n$2,132,715  \n\n$\n1,193,616 \n\n  \n    \n   \n\nBasic and diluted weighted average shares outstanding \n    \n   \n\nRedeemable ordinary shares, basic and diluted \n 6,281,802  \n 2,978,689 \n\nNon-redeemable ordinary shares, basic and diluted \n 2,000,900  \n 1,716,236 \n\nRedeemable ordinary shares, basic and diluted net income per share \n$0.36  \n\n$\n1.52 \n\nNon-redeemable ordinary shares, basic and diluted net loss per share \n$(0.07) \n\n$\n(1.94)\n\n**** \n\nSee\naccompanying notes to audited financial statements.\n\n \n\nF-4\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**AUDITED\nSTATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT**\n\n** **\n\n  \nShares  \nAmount  \nCapital  \n\n****\n\n**Receivable**\n  \nDeficit  \nDeficit \n\n  \nFor the Year ended December 31, 2025  \n  \n\n  \nOrdinary shares  \nAdditional\n\nPaid-In  \nShare\n\nCapital  \nAccumulated  \nTotal\n\nShareholders’ \n\n  \nShares  \nAmount  \nCapital  \n\n****\n\n**Receivable**\n  \nDeficit  \nDeficit \n\nBalance as of December 31, 2024 \n 2,000,900  \n$200  \n$              -  \n$                -  \n$(350,476) \n$        (350,276)\n\nSubsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on Trust Account) \n -  \n -  \n -  \n -  \n (2,683,684) \n (2,683,684)\n\nSubsequent measurement of ordinary shares subject to possible redemption\n(additional funding for business combination extension) \n    \n    \n    \n    \n (150,000) \n (150,000)\n\nNet income for the year \n -  \n -  \n -  \n -  \n 2,132,715  \n 2,132,715 \n\nBalance as of December 31, 2025 \n 2,000,900  \n$200  \n$-  \n$-  \n$(1,051,445) \n$(1,051,245)\n\n** **\n\n  \nFor the Year Ended December 31, 2024 \n\n  \nOrdinary Shares  \nAdditional\nPaid-in  \nShare Capital  \nAccumulated  \nTotal\nShareholders’\nEquity \n\n  \nShares  \nAmount  \nCapital  \nReceivable  \nDeficit  \n(Deficit) \n\nBalance as of December 31, 2023(1) \n 1,725,000  \n$173  \n$24,827  \n$(25,000) \n$(5,786) \n$          (5,786)\n\nBalance \n 1,725,000  \n$173  \n$24,827  \n$(25,000) \n$(5,786) \n$          (5,786)\n\n  \n    \n    \n    \n    \n    \n   \n\nSale of units in initial public offering, net of offering costs \n 6,900,000  \n 690  \n 66,823,491  \n -  \n -  \n 66,824,181 \n\nPayment of Share capital receivable from sponsor (related party) \n -  \n -  \n -  \n 25,000  \n -  \n 25,000 \n\nSale of shares to sponsor in private placement \n 206,900  \n 20  \n 2,068,980  \n -  \n -  \n 2,069,000 \n\nIssuance of representative shares \n 69,000  \n 7  \n (7) \n -  \n -  \n - \n\nOrdinary shares subject to possible redemption \n (6,900,000) \n (690) \n (62,099,310) \n -  \n -  \n (62,100,000)\n\nAllocation of offering costs to common stock subject to redemption \n -  \n -  \n 1,958,237  \n -  \n -  \n 1,958,237 \n\nSubsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on Trust Account) \n -  \n -  \n -  \n -  \n (1,456,287) \n (1,456,287)\n\nAccretion of carrying value to redemption value \n -  \n -  \n (8,776,218) \n -  \n (82,019) \n (8,858,237)\n\nNet income for the year \n -  \n -  \n -  \n -  \n 1,193,616  \n 1,193,616 \n\nBalance as of December 31, 2024 \n 2,000,900  \n$200  \n$-  \n$-  \n$(350,476) \n$(350,276)\n\nBalance \n 2,000,900  \n$200  \n$-  \n$-  \n$(350,476) \n$(350,276)\n\n \n\n(1)\nIncludes up to an aggregate\nof 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised\nin full or in part.\n\n \n\nSee\naccompanying notes to audited financial statements.\n\n \n\nF-5\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**AUDITED\nSTATEMENTS OF CASH FLOWS**\n\n \n\n  \nFor the Year\n\nEnded\nDecember 31, 2025  \nFor the Year\n\nEnded\nDecember 31, 2024 \n\nCash flows from operating activities: \n    \n   \n\nNet income (loss) \n$2,132,715  \n$1,193,616 \n\nAdjustments to reconcile net income (loss) to net cash used in operating activities: \n    \n   \n\nPrepaid expenses \n 164,190  \n 33,236 \n\nInterest income earned in cash and investments held in Trust Account \n (2,683,684) \n (1,456,287)\n\n  \n    \n   \n\nChange in operating assets and liabilities: \n    \n   \n\nPrepaid expenses \n (219,190) \n (70,448)\n\nAccrued expenses \n 45,451  \n 27,387 \n\nAmount due to Sponsor \n 149,550  \n 75,744 \n\n  \n    \n   \n\nNet cash used in operating activities \n (410,968) \n (196,752)\n\n  \n    \n   \n\nCash flows from investing activities: \n    \n   \n\nInvestment of cash in Trust Account \n -  \n (69,000,000)\n\nCash withdrawn from Trust Account to redeem Public Shares \n \n55,413,505\n  \n   \n\nExtension contributions deposited into Trust Account \n \n(150,000\n) \n   \n\n  \n    \n   \n\nNet cash provided by(used in) investing activities \n \n**55,263,505**\n  \n (69,000,000)\n\n  \n    \n   \n\nCash flows from financing activities: \n    \n   \n\nPayments\nfor common stock redemption \n \n(55,413,505\n) \n   \n\nProceeds\nfrom promissory note - related party \n \n150,000\n  \n   \n\nProceeds\nfrom issuance of Founder Shares to Sponsor \n -  \n 25,000 \n\nSale of units to the founder in private placement \n -  \n 2,069,000 \n\nProceeds from issuance promissory note \n -  \n 298,440 \n\nProceeds from sale of units \n -  \n 69,000,000 \n\nPayment of offering costs \n -  \n (1,485,819)\n\nPayment of promissory note to Sponsor \n -  \n (298,440)\n\n  \n    \n   \n\nNet cash used in(provided by) financing activities \n **(55,263,505**) \n 69,608,181 \n\n  \n    \n   \n\nNet change in Cash \n \n(410,968\n) \n 411,429 \n\nCash at beginning of period \n 411,429  \n - \n\nCash and cash equivalents at end of year \n$461  \n$411,429 \n\n  \n    \n   \n\nNon-cash investing and financing activities \n    \n   \n\nDeferred underwriting compensation \n$-  \n$690,000 \n\nInitial value of ordinary share subject to possible redemption \n$-  \n$62,100,000 \n\nReclassification of offering costs related to public shares \n$-  \n$(1,958,237)\n\nSubsequent measurement of ordinary shares subject to redemption against additional paid-in capital (“APIC”) and accumulated deficit \n$\n150,000\n  \n$8,858,237 \n\nSubsequent measurement of ordinary shares subject to redemption (interest earned in Trust Account) \n$\n2,683,684\n  \n$1,456,287 \n\nRepresentative shares issued to underwriter \n$-  \n$7 \n\n \n\nSee\naccompanying notes to audited financial statements.\n\n \n\nF-6\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n**NOTE\n1 - ORGANIZATION AND BUSINESS BACKGROUND**\n\n \n\nDT\nCloud Star Acquisition Corporation (the “Company”) is a blank check company. It was incorporated as a Cayman Islands exempted\ncompany on November 29, 2022, with the original name of Infinity Star Acquisition Corporation at inception. The name was changed to DT\nCloud Star Acquisition Corporation on January 31, 2024. The Company was formed for the purpose of effecting a merger, share exchange,\nasset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”).\nThe Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.\n\n \n\nThe\nCompany is an early-stage company and emerging growth company and, as such, the Company is subject to all of the risks associated with\nearly-stage companies and emerging growth companies. The Company has selected December 31 as its fiscal year end.\n\n \n\nThe\nCompany will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will\ngenerate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.\n\n \n\nThe\nregistration statement for the Company’s Initial Public Offering was declared effective on July 24, 2024. On July 26, 2024, the\nCompany consummated the Initial Public Offering of 6,900,000 units (the “Public Units”), which includes 900,000 Public Units\nupon the full exercise by the underwriter of its over-allotment option, at $10.00 per Public Unit, generating gross proceeds of $69,000,000\nto the Company. Each Public Unit consists of one ordinary share and one right (“Public Rights”). Each whole Public Right\nwill entitle the holder to receive one-ninth (1/9) ordinary share upon consummation of initial business combination.\n\n \n\nSimultaneously\nwith the closing of the Initial Public Offering, the Company consummated the sale of 206,900 units (the “Private Placement Units”)\nat a price of $10.00 per Private Placement Unit in a private placement to DT Cloud Star Management Limited (the “Sponsor”),\ngenerating gross proceeds of $2,069,000 to the Company. Each Private Placement Unit consists of one Private Placement Share and one right\n(“Private Placement Right”). Each Private Placement Right will entitle the holder to receive one-ninth (1/9) ordinary share\nupon consummation of the initial business combination.\n\n \n\nTransaction\ncosts amounted to $2,175,819, consisting of $1,035,000 of underwriting commissions, $690,000 of deferred underwriting commissions and\n$450,819 of other offering costs.\n\n \n\n**Trust\nAccount**\n\n \n\nFollowing\nthe closing of the Initial Public Offering, the aggregate amount of $69,000,000 ($10.00 per Public Unit) was held in a trust account\n(“Trust Account”) established for the benefit of the Company’s public shareholders and maintained by Wilmington Trust,\nacting as trustee. The fund will be invested only in U.S. government treasury bills, with a maturity of 185 days or less or in money\nmarket funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940,\nas amended (the “Investment Company Act”). Except with respect to interest earned on the funds held in the Trust Account\nthat may be released to the Company to pay its taxes, if any, the funds in the Trust Account will not be released until the earliest\nof (i) the completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered\nin connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to (A)\nmodify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete\nits initial Business Combination within 15 months from the closing of the Initial Public Offering or (B) with respect to any other provision\nrelating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of the Company’s public\nshares if the Company is unable to complete its initial Business Combination within 15 months from the closing of the Initial Public\nOffering, subject to applicable law.\n\n \n\nInterest income is recognized for earnings generated from all debt instruments in trust including U.S. Treasury money\nmarket funds, treasury bills and cash deposits irrespective of custodian’s description of periodic distribution as dividend. Dividend\nincome is only recognized upon cash distribution declared on equity instruments, equity ETF and REITs. Interest and dividend derived from\ntrust investments shall be separately disclosed either on Statement of Operations or accompanying footnotes per Regulation S-X Rule 5-03.\n\n \n\nOn\nOctober 22, 2025, the Company entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”),\nwith Wilmington Trust National Association. Pursuant to the Trust Agreement, the Company have the right to extend the time for us to complete\nour initial business combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account\n$75,000 for all remaining public shares for each one-month extension. On October 23, 2025, the Company issued an unsecured promissory note in\nthe aggregate principal amount of $75,000 (the “Note”) to the sponsor, in exchange for its depositing such amount into the\nour trust account in order to extend the amount of time the Company have available to complete the business combination. The Note does not bear\ninterest and matures upon the closing of our business combination. In addition, the Note may be converted by the holder into units identical\nto the units issued in our initial public offering at a price of $10.00 per unit.\n\n \n\nAs\nof December 31, 2025 and 2024, the Company has $17,876,466 and $70,456,287 marketable securities held in the Trust Account, respectively.\n\n \n\nF-7\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n**Business\nCombination**\n\n \n\nThe\nCompany’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering\nand sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating\na Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have\na fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable\non interest earned) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a\nBusiness Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the\ntarget or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company\nunder the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.\n\n \n\nThe\nCompany will provide its shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of a\nBusiness Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means\nof a tender offer. In connection with an initial Business Combination, the Company may seek shareholder approval of a Business Combination\nat a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against\na Business Combination.\n\n \n\nNotwithstanding\nthe foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the\ntender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder,\ntogether with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”\n(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted\nfrom seeking redemption rights with respect to 15% or more of the public shares without the Company’s prior written consent.\n\n \n\nIf\na shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the\nCompany will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender\noffer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the\nsame information as would be included in a proxy statement with the SEC prior to completing a Business Combination.\n\n \n\nThe\nshareholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially\n$10.00 per public share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the\nCompany to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their public shares will not be\nreduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption\nrights upon the completion of a Business Combination with respect to the Company’s rights. The ordinary shares will be recorded\nat redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting\nStandards Codification (“ASC”) Topic 480 “*Distinguishing Liabilities from Equity*.”\n\n \n\nThe\nCompany will proceed with a Business Combination if the Company seeks shareholder approval, a majority of the outstanding shares voted\nare voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder\nvote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,\noffer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same\ninformation as would be included in a proxy statement with the SEC prior to completing a Business Combination.\n\n \n\nF-8\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\nThe\nSponsor and any of the Company’s officers or directors that may hold Founder Shares (as described in Note 5) (as defined the “initial\nshareholders”) are identical to the ordinary shares included in the units being sold in this offering except that the founder shares\nare subject to certain transfer restrictions, as described in more detail below: the sponsor, officers and directors have entered into\na letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares,\nprivate placement shares and public shares in connection with the completion of the initial business combination, (ii) to waive their\nredemption rights with respect to any founder shares, private placement shares and public shares held by them in connection with a shareholder\nvote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing\nof obligation to provide for the redemption of public shares in connection with an initial business combination or to redeem 100% of\npublic shares if the Company have not consummated the initial business combination within the timeframe set forth therein or (B) with\nrespect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) to waive\ntheir rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if\nthe Company fail to complete the initial business combination within 15 months from the closing of this offering (although they will\nbe entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fail to complete\nthe initial business combination within the prescribed time frame).\n\n \n\nSubsequent\nto December 31, 2025, on February 2, 2026, the Company entered into a Business Combination\nAgreement (the “BCA”) with PrimeGen US, Inc. and certain other parties, pursuant to which the Company intends to consummate\nits initial business combination. The consummation of the proposed business combination is subject to the satisfaction or waiver of customary\nclosing conditions, including, among others, approval by the Company’s shareholders. As of the date of issuance of these financial\nstatements, the business combination contemplated by the BCA has not been consummated.\n\n \n\nWe\ninitially have 15 months from the closing of our initial public offering to consummate our initial business combination. On October 22,\n2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington\nTrust National Association. Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business\ncombination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all\nremaining public shares for each one-month extension.\n\n \n\nIf\nthe Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except\nfor the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of\nthe outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,\nincluding interest earned (net of taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders\n(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably\npossible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors,\nproceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations\nto provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive its rights to the deferred\nunderwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination\nPeriod and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the\nredemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available\nfor distribution will be less than $10.00.\n\n \n\nThe\nSponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products\nsold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce\nthe amounts in the Trust Account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised\nin full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and\nexcept as to any claims under the Company’s indemnity of the underwriters of the “Proposed Public Offering” against\ncertain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event\nthat an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any\nliability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust\nAccount due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities\nwith which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in\nor to monies held in the Trust Account.\n\n \n\n**Business\nCombination Costs**\n\n** **\n\nIn\nconnection with the proposed business combination, management has estimated the costs related to the transaction, which include legal,\naccounting, advisory, and other professional fees. These costs are expensed as incurred and are subject to change depending on the final\nstructure of the business combination and the parties involved. The Company has not yet finalized the total amount of transaction costs,\nwhich will be reflected in the financial statements upon the consummation of the business combination.\n\n \n\nF-9\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n**Going\nConcern Considerations and Management Liquidity Plans**\n\n \n\nThe\nCompany have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. The Company initially have\n15 months from the closing of our initial public offering to consummate our initial business combination. On October 22, 2025, we entered\ninto an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington Trust National Association.\nPursuant to the Trust Agreement, the Company have the right to extend the time for us to complete our initial business combination for a period\nfor 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000\nfor all remaining public shares for each one-month extension.\nIf the Company does not complete a Business Combination within 15 months from the consummation of the Initial Public Offering, the Company\nwill trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles\nof Association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under\nthe Companies Act (As Revised) of the Cayman Islands. Accordingly, no vote would be required from our shareholders to commence such a\nvoluntary winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate a Business Combination.\nIf the Company is unable to consummate the Company’s initial Business Combination by October 26, 2026 (unless further extended),\nthe Company will, as promptly as possible but not more than ten business days thereafter, redeem 100%\nof the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata\nportion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and\ndissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority\nover the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the Company’s rights will\nexpire and will be worthless.\n\n \n\nIn\nconnection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)\n2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined\nthat if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing\nof the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises\nsubstantial doubt about the ability to continue as a going concern.\n\n \n\nSubsequent to December 31, 2025, on February 2, 2026, the Company entered\ninto a Business Combination Agreement (the “BCA”) with PrimeGen US, Inc. and certain other parties, pursuant to which the\nCompany intend to consummate our initial business combination through a series of merger transactions. Management believes that the consummation\nof the proposed business combination, if completed, would provide us with an operating business and additional capital resources. However,\nthe completion of the proposed business combination is subject to customary closing conditions, including regulatory approvals and shareholder\napproval, and there can be no assurance that the transaction will be consummated. Accordingly, the matters described above do not alleviate\nthe substantial doubt about our ability to continue as a going concern.\n\n \n\nThe\nfinancial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has determined\nthat the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial\nbusiness combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association.\nThe accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States\nof America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern.\n\n \n\nOn\nDecember 31, 2025, the Company had working capital deficit of $361,245, excluding deferred underwriting commissions and the available\ncash held in the Trust Account for marketable securities, which indicated a lack of liquidity it needed to sustain operations for a reasonable\nperiod of time, which was considered to be one year from the issuance of the financial statements.There is no assurance that the Company’s\nplan to consummate a business combination will be successful. If a Business Combination is not consummated by the relevant period, there\nwill be a mandatory liquidation and subsequent dissolution. As a result, there is substantial doubt about the entity’s ability\nto continue as a going concern within one year after the date that the financial statements are issued. The financial statement does\nnot include any adjustments that might result from the outcome of the uncertainty.\n\n \n\n**NOTE\n2 – SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis\nof Presentation**\n\n \n\nThese\naccompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United\nStates of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.\n\n \n\n**Emerging\nGrowth Company**\n\n \n\nThe\nCompany is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our\nBusiness Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements\nthat are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required\nto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding\nexecutive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory\nvote on executive compensation and shareholder approval of any golden parachute payments not previously approved.\n\n \n\nFurther,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting\nstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do\nnot have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting\nstandards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements\nthat apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of\nsuch extended transition period which means that when a standard is issued or revised and it has different application dates for public\nor private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies\nadopt the new or revised standard. This may make comparison of the Company’s audited financial statements with another public company\nwhich is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period\ndifficult or impossible because of the potential differences in accounting standards used.\n\n \n\nF-10\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n**Use\nof Estimates**\n\n \n\nThe\npreparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the\nreported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.\n\n \n\nMaking\nestimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of\na condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating\nits estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ\nsignificantly from those estimates.\n\n \n\n**Cash\nand Cash Equivalents**\n\n \n\nThe\nCompany considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.\nThe Company had $461 and $411,429 in cash as of December 31, 2025 and 2024, respectively.\n\n \n\n**Cash\nand Marketable Securities Held in Trust Account**\n\n \n\nThe\nCompany’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance\nsheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held\nin Trust Account are included in interest earned and unrealized gain on marketable securities held in Trust Account in\nthe accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available\nmarket information. The Company had $17,876,466 and $70,456,287 marketable securities held in the Trust Account as of December 31, 2025\nand 2024, respectively.\n\n \n\nDuring\nthe year ended December 31, 2025, interest earned in the Trust Account amounted to $2,683,684 , of which $2,626,342 was\nreinvested in the Trust Account, $57,342 was recognized as unrealized gain on investments held in the Trust Account. During the year\nended December 31, 2024, interest earned in the Trust Account amounted to $1,456,287, of which $1,192,605 was reinvested\nin the Trust Account, $263,682 was recognized as unrealized gain on investments held in the Trust Account.\n\n \n\n**Offering\nCosts Associated with the Initial Public Offering**\n\n \n\nThe\nCompany complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”.\nOffering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering. Upon\ncompletion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial\nPublic Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Rights were\ncharged to the shareholders’ equity. Offering costs allocated to the ordinary shares were charged against the carrying value of\nordinary shares subject to possible redemption upon the completion of the Initial Public Offering.\n\n \n\n**Ordinary\nShare Subject to Possible Redemption**\n\n \n\nThe\nCompany accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “*Distinguishing\nLiabilities from Equity*.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are\nmeasured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either\nwithin the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s\ncontrol) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s\nordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence\nof uncertain future events. Accordingly, as of December 31, 2025, ordinary shares subject to possible redemption are presented at redemption\nvalue as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.\n\n \n\nThe\nCompany recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares\nto equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary\nshares are affected by charges against additional paid-in capital and accumulated deficit if additional paid in capital equals to zero.\nThe interest earned by the marketable security held in trust, and the extension fee invest into the marketable security\nheld in trust, were also recognized in redemption value against additional paid-in capital and accumulated deficit immediately.\n\n \n\nF-11\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n**Income\nTaxes**\n\n \n\nIncome\ntaxes are determined in accordance with the provisions of Accounting Standards Codification Topic 740, “*Income Taxes*”\n(“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable\nto differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred\ntax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those\ntemporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates\nis recognized in income in the period that includes the enactment date.\n\n \n\nASC\n740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their audited financial statements\nuncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the\naudited financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.\nThe Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes\naccrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits\nand no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues\nunder review that could result in significant payments, accruals or material deviation from its position.\n\n \n\nThe\nCompany may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations\nmay include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with\nforeign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change\nover the next twelve months.\n\n \n\nThe\nCompany is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently\nnot subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s\ntax provision was zero for the periods presented.\n\n \n\nOn\nAugust 16, 2022, the U.S. Government enacted legislation commonly referred to as the Inflation Reduction Act. The main provisions of\nthe Inflation Reduction Act (the “IR Act”) that we anticipate may impact us is a 1% excise tax on share repurchases. Any\nredemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,\nmay be subject to the excise tax. Because there is possibility that the Company may acquire a U.S. domestic corporation or engage in\na transaction in which a domestic corporation becomes parent or affiliate to the Company and the Company may become a “covered\ncorporation” as a listed Company in Nasdaq. The management team has evaluated the IR Act as of December 31, 2025 and does not believe\nit would have a material effect on the Company, and will continue to evaluate its impact.\n\n \n\n**Net\nIncome (Loss) per Share**\n\n \n\nThe\nCompany calculates net income (loss) per share in accordance with ASC Topic 260, “*Earnings per Share*.” In order to\ndetermine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the\nundistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed\nincome (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income\n(loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares.\nAny remeasurement of the accretion to the redemption value of the ordinary shares subject to possible redemption was considered to be\ndividends paid to the public stockholders.\n\n \n\nThe\ncalculation of diluted income (loss) per ordinary shares does not consider the effect of the rights issued in connection with the (i)\nInitial Public Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future\nevents. As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised\nor converted into ordinary shares in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same\nas basic net income (loss) per ordinary share for the period presented.\n\n \n\nThe\nnet income (loss) per share presented in the statement of operations is based on the following:\n\n SCHEDULE\nOF BASIC AND DILUTED NET LOSS PER SHARE\n\n  \nFor the Year\n\nended\nDecember 31, 2025  \nFor the Year\n\nended\nDecember 31, 2024 \n\nNet income  \n$2,132,715  \n$1,193,616 \n\nLess: Remeasurement to redemption value \n    \n (8,858,237)\n\nLess: Interest earned in Trust Account to be allocated to redeemable shares \n (2,683,684) \n (1,456,287)\n\nNet loss excluding investment income in Trust Account \n (550,969) \n (9,120,908)\n\n \n\nF-12\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n  \nNon-Redeemable  \nRedeemable  \nNon-Redeemable  \nRedeemable \n\n  \nFor the Year Ended  \nFor the Year Ended \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\n  \nNon-Redeemable  \nRedeemable  \nNon-Redeemable  \nRedeemable \n\n  \nOrdinary Share  \nOrdinary Share  \nOrdinary Share  \nOrdinary Share \n\nBasic and Diluted net income (loss) per share: \n    \n    \n    \n   \n\nNumerators: \n    \n    \n    \n   \n\nAllocation of net losses \n$(133,101) \n$(417,868) \n$(3,334,160) \n$(5,786,748)\n\nInterest earned in Trust Account \n -  \n 2,683,684  \n -  \n 1,456,287 \n\nAccretion of temporary equity \n -  \n -  \n -  \n 8,858,237 \n\nAllocation of net (loss) income  \n$(133,101) \n$2,265,816  \n$(3,334,160) \n$4,527,776 \n\nDenominators: \n    \n    \n    \n   \n\nWeighted-average shares outstanding \n 2,000,900  \n 6,281,802  \n 1,716,236  \n 2,978,689 \n\nBasic and diluted net income (loss) per share \n$(0.07) \n$0.36  \n$(1.94) \n$1.52 \n\n \n\n**Related\nParties**\n\n \n\nParties,\nwhich can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control\nthe other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also\nconsidered to be related if they are subject to common control or common significant influence.\n\n \n\nF-13\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n**Concentration\nof Credit Risk**\n\n \n\nFinancial\ninstruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution.\nThe Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such\naccount.\n\n \n\n**Fair\nValue of Financial Instruments**\n\n** **\n\nThe\nfair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value\nMeasurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to\ntheir short-term nature. Please refer to Note 8.\n\n** **\n\n**Recent\nAccounting Pronouncements**\n\n \n\nIn\nNovember 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring\npublic entities to disclose information about their reportable segment’s significant expenses and other segment items on an\ninterim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU\n2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. The\nCompany adopted ASU 2023-07during the year ended December 31, 2024. See Note 9 Segment reporting in the\naccompanying notes to the consolidated financial statements for further detail.\n\n \n\n**NOTE\n3 –INITIAL PUBLIC OFFERING**\n\n \n\nOn\nJuly 26, 2024, pursuant to the Initial Public Offering, the Company sold 6,900,000 Public Units, which includes 900,000 Public Units\nupon the full exercise by the underwriter of its over-allotment option, at a purchase price of $10.00 per Public Unit. Each Unit will\nconsist of one ordinary share and one Public Right. Each whole Public Right will entitle the holder to receive one-ninth (1/9) ordinary\nshare upon consummation of initial business combination.\n\n \n\nAll\nof the 6,900,000 public shares sold as part of the Public Units in the Initial Public Offering contain a redemption feature which allows\nfor the redemption of such public shares if there is a shareholder vote or tender offer in connection with the Business Combination and\nin connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association, or in connection\nwith the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which\nhas been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject\nto redemption to be classified outside of permanent equity.\n\n \n\nThe\nCompany’s redeemable ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has\nbeen codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either\naccrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the\ninstrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption\nvalue immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting\nperiod. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend\n(i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).\n\n \n\nAs\nof December 31, 2025, the ordinary shares reflected in the balance sheet are reconciled in the following table:\n\n SCHEDULED\nOF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION\n\n  \n   \n\nGross proceeds from Public Shares \n$69,000,000 \n\nLess: \n   \n\nProceeds allocated to public rights \n (6,900,000)\n\nAllocation of offering costs related to ordinary shares \n (1,958,237)\n\nRedeem the redeemable ordinary shares held by Shareholder \n (55,413,505)\n\nPlus: \n   \n\nAccretion of carrying value to redemption value \n 8,858,237 \n\nSubsequent measurement of ordinary shares subject to possible redemption (interest earned in Trust Account) \n 4,139,971 \n\nSubsequent measurement of ordinary shares subject to possible redemption\n(additional funding for business combination extension) \n \n150,000\n \n\nOrdinary shares subject to possible redemption (plus any interest earned in the Trust Account) \n 17,876,466 \n\n \n\nF-14\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n**NOTE\n4 – PRIVATE PLACEMENT**\n\n \n\nSimultaneously\nwith the closing of the Initial Public Offering, the Company consummated a private placement of 206,900 Private Placement Units, at a\nprice of $10.00 per Private Placement Unit. Each Private Placement Unit consists of one Private Placement Share and one right (“Private\nPlacement Right”). Each Private Placement Right will entitle the holder to receive one-ninth (1/9) ordinary share upon consummation\nof the initial business combination.\n\n \n\nThe\nPrivate Placement Units are identical to the Public Units sold in the Initial Public Offering except for certain registration rights\nand transfer restrictions.\n\n \n\n**NOTE\n5 – RELATED PARTY TRANSACTIONS**\n\n \n\n**Founder\nShares**\n\n \n\nOn\nNovember 29, 2022, the Company issued an aggregate of 1,725,000 founder shares (“Founder Shares”) to the initial shareholders,\nso that the Sponsor collectively owned 20% of the Company’s issued and outstanding shares after the Initial Public Offering for\nan aggregate purchase price of $25,000.\n\n \n\nOn\nJuly 26, 2024, since the underwriter exercised the over-allotment in full, no Founder Shares are subject to forfeiture.\n\n \n\n**Representative\nShares**\n\n \n\nOn\nJuly 26, 2024, the Company issued 69,000 ordinary shares of $0.0001 par value each to A.G.P/Alliance Global Partners (“A.G.P.”)\n(hereafter – the Representative Shares), at the closing of the IPO as part of representative compensation. The shares were accounted\nfor as of July 26, 2024, and received by A.G.P.\n\n \n\n**Private\nPlacement**\n\n \n\nOn\nJuly 26, 2024, the Company consummated the sale of 206,900 Private Placement Units at a price of $10.00 per Private Placement Unit in\na private placement to the Sponsor, generating gross proceeds of $2,069,000 to the Company.\n\n \n\n**Promissory\nNote — Related Party**\n\n \n\nOn\nDecember 31, 2023, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an\naggregate principal amount of $300,000 (the “Promissory Note”). The Promissory Note is non-interest-bearing and payable on\nthe 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\nnot to conduct the IPO.\n\n \n\nOn\nOctober 28, 2024, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate\nprincipal amount of $300,000 (the “Promissory Note”). The Promissory Note is non-interest-bearing and payable on the date\nwhich the Company consummates an initial business combination.On July 29, 2025, we entered into a Letter Agreement to the Working Capital\nLoan Note (the “Letter Agreement”) with the sponsor, pursuant to which we and the sponsor agreed to terminate the Working\nCapital Loan Note and confirmed that the outstanding amount that we borrowed under the Promissory Note was $nil.\n\n \n\nOn\nOctober 22, 2025, the Company entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”),\nwith Wilmington Trust National Association. Pursuant to the Trust Agreement, the Company have the right to extend the time for us to\ncomplete our initial business combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the\ntrust account $75,000\nfor all remaining public shares for each one-month extension.\nOn October 23, 2025, the Company issued an unsecured promissory note in the aggregate principal amount of $75,000\n(the “Note”) to the sponsor, in exchange for its\ndepositing such amount into the our trust account in order to extend the amount of time we have available to complete the business combination.\nThe Note does not bear interest and matures upon the closing of our business combination. In addition, the Note may be converted by the\nholder into units identical to the units issued in our initial public offering at a price of $10.00\nper unit. As of December 31, 2025, we have issued additional\nunsecured promissory notes to the sponsor in connection with subsequent one-month extensions, resulting in an aggregate principal amount\nof $150,000 deposited into the trust account for business combination extension purposes.\n\n \n\nAs\nof December 31, 2025 and 2024, the principal amount due and owing under the Promissory Note are $nil and $nil, respectively.\n\n \n\n**Due\nto Related Party**\n\n \n\nAs\nof December 31, 2025 and 2024, the Company had a temporary advance of $384,050 and $84,500 from the Sponsor, respectively. The balance\nis unsecured, interest-free and has no fixed terms of repayment.\n\n \n\nF-15\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n**Administrative\nServices Arrangement**\n\n \n\nAn\naffiliate of the Sponsor will agree that, commencing from the date that the Company’s securities are first listed on NASDAQ through\nthe earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain\ngeneral and administrative services, including office space, administrative and support services, as the Company may require from time\nto time. The Company has agreed to pay the affiliate of the Sponsor $10,000 per month for these services commencing on the closing date\nof our initial public offering. For the year ended December 31, 2025, the Company incurred $120,000 for these services in total, included\nin General and administrative expenses.\n\n \n\n**Working\nCapital Loans**\n\n \n\nIn\norder to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of\nthe Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital\nLoans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds\nof the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the\nTrust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust\nAccount to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.\nExcept for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with\nrespect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,\nor, 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.\nAs of December 31, 2025 and December 31, 2024, the principal amount due under the Working Capital Loan was $nil and $nil.\n\n \n\n**NOTE\n6 – SHAREHOLDERS’ DEFICIT**\n\n \n\n**Ordinary\nshares**\n\n \n\nThe\nCompany is authorized to issue 500,000,000 ordinary shares, with a par value $0.0001 per share. Holders of the Company’s ordinary\nshares are entitled to one vote for each share.\n\n \n\nAs\nof December 31, 2025, there were 2,000,900 ordinary shares issued and outstanding, excluding 1,652,509 ordinary shares subject to possible\nredemption.\n\n \n\nAs\nof December 31, 2024, there were 2,000,900 ordinary shares issued and outstanding, excluding 6,900,000 ordinary shares subject to possible\nredemption.\n\n \n\n**Rights**— Each holder of a right will receive one-ninth (1/9) ordinary share upon consummation of a Business Combination, even if the\nholder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon\nexchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional\nshares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price\npaid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in\nwhich the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same\nper share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis\nand each holder of a right will be required to affirmatively convert its rights in order to receive 1/9 share underlying each right (without\npaying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held\nby affiliates of the Company).\n\n \n\nF-16\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n**NOTE\n7 – COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Risks\nand Uncertainties**\n\n \n\nManagement\ncontinues to evaluate the long-term impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus\ncould have a negative effect on the Company’s financial position, results of its operations and/or search for a target company,\nthe specific impact is not readily determinable as of the date of these audited financial statements. The audited financial statements\ndo not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Registration\nRights**\n\n \n\nPursuant\nto a registration rights agreement entered into on July 26, 2024, the holders of the Founder Shares, Private Placement Units (including\nsecurities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital\nloans or extension loans (and) are entitled to registration rights pursuant to a registration rights agreement signed on the effective\ndate of this offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make\nup to three demands, excluding short form demands, that the Company’s register such securities. In addition, the holders have certain\n“piggy-back” registration rights with respect to registration statements filed subsequent to the Company completion of initial\nbusiness combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities\nAct. The Company will bear the expenses incurred in connection with the filing of any such registration statements.\n\n \n\n**Underwriter\nAgreement**\n\n \n\nThe\nunderwriters are entitled to aggregate 3.5% of the gross proceeds of the IPO and the Over-Allotment Option, including:\n\n \n\nThe\nunderwriters are entitled to a cash underwriting discount of 1.5% of the gross proceeds of the Initial Public Offering, upon the consummation\nof IPO.\n\n \n\nAs\nof July 26, 2024, the Company paid a cash underwriting commission of 1.5% of the gross proceeds of the IPO, or $1,035,000. The Company\nissued 69,000 ordinary shares of $0.0001 par value each to A.G.P at the closing of the IPO as part of representative compensation. The\nshares were accounted for as of July 26, 2024, and received by A.G.P on the IPO day.\n\n \n\nThe\nunderwriters are entitled to a cash underwriting discount of 1.0% of the gross proceeds of the of the Initial Public Offering, which\nwill be deferred and payable until the closing of the initial Business Combination, without accrued interest.\n\n \n\n**NOTE\n8– FAIR VALUE MEASUREMENTS**\n\n \n\nThe\nfair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value\nMeasurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to\ntheir short-term nature.\n\n \n\n“Fair\nvalue” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction\nbetween market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs\nused in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets\nor liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:\n\n \n\n \n●\nLevel 1 - Quoted\nprices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions\nfor the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.\n\n \n \n \n\n \n●\nLevel 2 - Observable\ninputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities\nand quoted prices for identical assets or liabilities in markets that are not active.\n\n \n \n \n\n \n●\nLevel 3 - Unobservable\ninputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.\n\n SCHEDULE\nOF FAIR VALUE MEASUREMENTS\n\n  \nPrices in  \nOther  \nOther \n\n  \nActive  \nObservable  \nUnobservable \n\n  \nMarkets  \nInputs  \nInputs \n\nAt December 31, 2025 \n(Level 1)  \n(Level 2)  \n(Level 3) \n\nMoney Market Funds (cash equivalents) \n$461  \n    \n   \n\nMoney Market Funds (marketable securities held in Trust Account) \n$17,876,466  \n$             -  \n$                   - \n\n \n\n  \nPrices in  \nOther  \nOther \n\n  \nActive  \nObservable  \nUnobservable \n\n  \nMarkets  \nInputs  \nInputs \n\nAt December 31, 2024 \n(Level 1)  \n(Level 2)  \n(Level 3) \n\nMoney Market Funds (cash equivalents) \n$411,429  \n    \n   \n\nMoney Market Funds (marketable securities held in Trust Account) \n$70,456,287  \n$             -  \n$                   - \n\n \n\nF-17\n\n \n\n \n\n**DT\nCLOUD STAR ACQUISITION CORPORATION**\n\n**NOTES\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n**Note\n9 – Segment reporting**\n\n \n\nASC\nTopic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about\noperating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise\nthat engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information\nis available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding\nhow to allocate resources and assess performance.\n\n \n\nThe\nCompany’s CODM has been identified as the Chief Executive Officer and the Chief Financial Officer, who review the assets, operating\nresults, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.\nAccordingly, management has determined that there is only one reportable segment.\n\n \n\nThe\nCODM assesses performance for the 1single segment and decides how to allocate resources based on net income (loss) that also is reported\non the statement of operations as net income (loss). The measure of segment assets is reported on the balance sheet as total assets.\n\n Schedule\nof segment reporting information\n\n  \n2025  \n2024 \n\n  \nYear Ended \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nOperating expenses: \n    \n   \n\nFormation and operating costs \n$(437,174) \n$(222,248)\n\nGeneral and administrative expenses \n (120,000) \n (50,000)\n\nLoss from operations \n (557,174) \n (272,248)\n\n  \n    \n   \n\nOther income: \n    \n   \n\nInterest from operating account \n 6,205  \n 9,577 \n\nInterest earned in Trust Account \n 2,626,342  \n 1,192,605 \n\nUnrealized gained on marketable securities held in Trust Account \n 57,342  \n 263,682 \n\nTotal other income \n 2,689,889  \n 1,465,864 \n\n  \n    \n   \n\nNET INCOME \n$2,132,715  \n$1,193,616 \n\n \n\nThe\nkey measures of segment profit or loss reviewed by the CODM are formation and operational costs. Formation and operational costs are\nreviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete the Business Combination\nwithin the Combination Period. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual\nagreements to ensure costs are aligned with all agreements and budget. Formation and operational costs, as reported on the statement\nof operations, are the significant segment expenses provided to the CODM on a regular basis.\n\n \n\nAll\nother segment items included in net income are reported on the consolidated statement of operations and described within their respective\ndisclosures.\n\n \n\n**NOTE\n10 – SUBSEQUENT EVENTS**\n\n \n\nThe\nCompany evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements\nwere filed. Except as described below, no subsequent events were identified that would have required adjustment or disclosure in the\nfinancial statements.\n\n \n\nOn\nFebruary 2, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with PrimeGen US, Inc. and certain\nother parties, pursuant to which the Company intends to consummate its initial business combination. As of the date of these financial\nstatements, the proposed business combination has not been consummated and remains subject to the satisfaction or waiver of customary\nclosing conditions.\n\n \n\nF-18\n\n \n\n \n\n \n(2)\nFinancial Statement Schedules:\n\n \n\nNone.\n\n \n\n \n(3)\nExhibits\n\n \n\nWe\nhereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference\ncan be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.\n20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.\n20549, at prescribed rates or on the SEC website at www.sec.gov.\n\n \n\n**Exhibit**\n\n**No.**\n\n \n**Description**\n\n \n \n \n\n3.1\n \n[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)](https://www.sec.gov/Archives/edgar/data/2017950/000149315225019336/ex3-1.htm)\n\n \n \n \n\n4.1\n \n[Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, as amended (File No. 333-278982), initially filed with the SEC on April 29, 2024)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224016919/ex4-1.htm)\n\n \n \n \n\n4.2\n \n[Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1, as amended (File No. 333-278982), initially filed with the SEC on April 29, 2024)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224016919/ex4-2.htm)\n\n \n \n \n\n4.3\n \n[Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1, as amended (File No. 333-278982), initially filed with the SEC on April 29, 2024)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224016919/ex4-3.htm)\n\n \n \n \n\n4.4\n \n[Rights Agreement, dated July 24, 2024, by and between VStock Transfer LLC and the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-42167) filed with the SEC on July 26, 2024)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224029252/ex4-1.htm)\n\n \n \n \n\n4.5\n \n[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)](https://www.sec.gov/Archives/edgar/data/2017950/000164117225001417/ex4-5.htm)\n\n \n \n \n\n10.1\n \n[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)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224029252/ex10-3.htm)\n\n \n \n \n\n10.2\n \n[Registration Rights Agreement, dated July 24, 2024, among the Company, DT Cloud Star Management Limited and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-42167) filed with the SEC on July 26, 2024)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224029252/ex10-4.htm)\n\n \n \n \n\n10.4\n \n[Letter Agreement, dated July 24, 2024, among the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-42167) filed with the SEC on July 26, 2024)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224029252/ex10-1.htm)\n\n \n \n \n\n10.5\n \n[Letter Agreement, dated July 24, 2024, by and between the Company and DT Cloud Star Management Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-42167) filed with the SEC on July 26, 2024)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224029252/ex10-2.htm)\n\n \n\n81\n\n \n\n \n\n10.7\n \n[Private Placement Units Purchase Agreement, dated July 24, 2024, among the Company, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 001-42167) filed with the SEC on July 26, 2024)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224029252/ex10-5.htm)\n\n \n \n \n\n10.8\n \n[Administrative Service Agreement, dated July 24, 2024, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K (File No. 001-42167) filed with the SEC on July 26, 2024)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224029252/ex10-6.htm)\n\n \n \n \n\n10.9\n \n[Form of Indemnification Agreement, dated July 24, 2024, by and between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K (File No. 001-42167) filed with the SEC on July 26, 2024)](https://www.sec.gov/Archives/edgar/data/2017950/000149315224029252/ex10-7.htm)\n\n \n \n \n\n14\n \n[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)](https://www.sec.gov/Archives/edgar/data/2017950/000164117225001417/ex14.htm)\n\n \n \n \n\n31.1\n \n[Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*](ex31-1.htm)\n\n \n \n \n\n31.2\n \n[Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*](ex31-2.htm)\n\n \n \n \n\n32.1\n \n[Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**](ex32-1.htm)\n\n \n \n \n\n32.2\n \n[Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**](ex32-2.htm)\n\n \n \n \n\n97.1\n \n[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)](https://www.sec.gov/Archives/edgar/data/2017950/000164117225001417/ex97-1.htm)\n\n \n \n \n\n101.INS\n \nInline\nXBRL Instance Document*\n\n \n \n \n\n101.SCH\n \nInline\nXBRL Taxonomy Extension Schema*\n\n \n \n \n\n101.CAL\n \nInline\nXBRL Taxonomy Extension Calculation Linkbase*\n\n \n \n \n\n101.DEF\n \nInline\nXBRL Taxonomy Extension Definition Linkbase*\n\n \n \n \n\n101.LAB\n \nInline\nXBRL Taxonomy Extension Label Linkbase*\n\n \n \n \n\n101.PRE\n \nInline\nXBRL Taxonomy Extension Presentation Linkbase*\n\n \n \n \n\n104\n \nCover\npage Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*\n\n \n\n*\nFiled herewith\n\n \n\n**\nFurnished herewith"}