The SPAC agreement values PrimeGen US at $1.5 billion in equity and gives it capital to advance its pre-clinical triple-activated mesenchymal stem cell pipeline into the clinic.
PrimeGen US is joining the 2026 class of biotechs going public, but is doing so through a less conventional approach—via a special purpose acquisition company.
The California-based biotech will merge with the publicly listed DT Cloud Star Acquisition Corporation in a deal that values PrimeGen at around $1.5 billion in equity, according to a Feb. 4 SEC document. The companies expect to complete the transaction in the second half of this year, pending the go-ahead from shareholders and regulators.
DT Cloud Star, a special-purpose acquisition company, went public in July 2024, raising $69 million.
For PrimeGen, the SPAC proceeds will back its triple-activated mesenchymal stem cell pipeline, which offers a cell-based approach to acute liver injury and other related complications, according to the regulatory document. The biotech has demonstrated the potential of its platform in preclinical animal studies.
PrimeGen hasn’t yet entered the clinic, though it did conclude a pre-investigational new drug (IND) application meeting with the FDA last December, looking to advance a program on acute alcohol hepatitis, according to its regulatory filing on Wednesday. Still, the biotech cautioned that “there can be no assurance that the FDA will allow an IND to proceed or that any clinical trials will be successful.” Preclinical evidence backing its platform, the company added, “may not be indicative of clinical outcomes in humans.”
Still, DT Cloud Star appears confident in its acquisition, with CEO Sam Zheng Sun writing in a statement that the PrimeGen is “uniquely positioned to deliver much-needed regenerative medicine to treat challenging diseases, such as acute liver failure.”
SPACs offer biotechs, particularly immature ones that have yet to enter the clinic, an alternative path to the public market. Last year, as IPOs slowed to a trickle, SPACs helped keep the track to Nasdaq open. There were at least five SPACs in 2025, according to a BioSpace tally, including BridgeBio Oncology Therapeutics—aka. BBOT—which merged with the blank-check entity Helix Acquisition Corp. II in February.
