What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-09-06 · 302 added, 143 removed, 423 unchanged (51% of the section changed)

1 unchanged sentence

CLOUD STAR ACQUISITION CORPORATION

September 30,2024

December 31, 2023

Current Assets:

Prepaid expenses

Total current assets

offering costs

LIABILITIES AND SHAREHOLDERS’

Cash and marketable securities held in trust

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

due to Sponsor

note - Sponsor

Accrued expenses

Amount due to Sponsor

Total Current Liabilities

Deferred underwriting compensation

TOTAL LIABILITIES

Commitments and contingencies (Note 7)

Ordinary shares subject to possible redemption, 6,900,000 shares (at redemption price of $ 10.09 per share)

Shareholders’ deficit:

Ordinary shares, $ 0.0001 par value;

Ordinary shares, par value $ 0.0001 per share;

500,000,000 shares authorized;

shares issued and outstanding (1)

2,000,900 and 1,725,000 (1) shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

Total Shareholders’

LIABILITIES AND SHAREHOLDERS’ DEFICIT

(1) The Company issued

1 share in 2022, 999 shares in 2023 and 1,724,000 shares in January 2024.

The company applied the retrospective approach to present the

subsequent share issuance in 2024 in the Financial Statements for the year ended December 31, 2023 and six months ended June 30, 2024,

respectively.

The 1,725,000 shares include up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the

underwriters’ over-allotment option is not exercised in full or in part.

Total Shareholders’ deficit

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

Company issued 1 share in 2022, 999 shares in 2023 and 1,724,000 shares in January 2024.

The Company applied the retrospective approach to present the subsequent share issuance in

2024 in the Financial Statements for the year ended December 31, 2023.

The 1,725,000 shares

include up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent

that the underwriters’ over-allotment option is not exercised in full or in part.

accompanying notes to the unaudited financial statements.

1 unchanged sentence

STATEMENTS OF OPERATIONS

and operating costs

Basic and diluted weighted average shares

outstanding (1)

Basic and diluted net

loss per share

(1) Excludes up to

an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not

exercised in full or in part.

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

Formation and operating costs

$ ( 107,361 )

$ ( 160,019 )

General and administrative expenses

Loss from operations

Other income:

Interest from operating account

Interest and dividends earned in Trust Account

Total other income

NET INCOME (LOSS)

Basic and diluted weighted average shares outstanding

Redeemable ordinary shares, basic and diluted

Non-redeemable ordinary shares, basic and diluted (1)

Redeemable ordinary shares, basic and diluted net income per share

Non-redeemable ordinary shares, basic and diluted net income (loss) per share

Number of shares in 2023 excludes up to an aggregate of 225,000

ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in

accompanying notes to unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Ordinary Shares

Share Capital

Shareholders’

Shareholders’ Equity

Balance as of December 31, 2023 (1)

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Balance as of June 30, 2024

the Six Months Ended June 30, 2023

Sale of units in initial public offering, net of offering costs

Receive the Payment of Share capital receivable from sponsor related party

Sale of shares to sponsor in private placement

Issuance of representative shares

Ordinary shares subject to possible redemption

( 6,900,000 )

( 62,099,310 )

( 62,100,000 )

Allocation of offering costs to common stock subject to redemption

Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on Trust Account)

Accretion of carrying value to redemption value

( 8,776,218 )

( 8,858,237 )

Net income for the period

Balance as of September 30, 2024

$ ( 263,146 )

$ ( 262,946 )

For the Nine Months Ended September 30, 2023

Ordinary Shares

Share Capital

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Net loss for the period

Net income (loss) for the period

Balance as of June 30, 2023

(1) Includes up to

an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not

exercised in full or in part.

Net loss for the period

Balance as of September 30, 2023

up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option

is not exercised in full or in part.

accompanying notes to unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

June 30, 2024

June 30, 2023

Cash flows from operating

Adjustments to reconcile net loss to net cash

used in operating activities:

September 30, 2024

September 30, 2023

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Amortization of prepaid expenses

Interest and dividend income earned in cash and investments held in Trust Account

Change in operating assets and liabilities:

Prepaid expenses

Deferred offering costs

Accrued liabilities

Net cash used in operating

Cash flows from financing

Proceeds from Promissory

Note - Sponsor

Net cash provided by financing

CHANGE IN CASH

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

Amount due to Sponsor

Net cash used in operating activities

Cash flows from investing activities:

Investment of cash in Trust Account

( 69,000,000 )

Net cash used in investing activities

( 69,000,000 )

Cash flows from financing activities:

Proceeds from issuance of Founder Shares to Sponsor

Sale of units to the founder in private placement

Proceeds from issuance promissory note

Proceeds from sale of units

Payment of offering costs

( 1,485,819 )

Payment of promissory note to Sponsor

Net cash generated from financing activities

Net change in Cash

Cash at beginning of period

Cash and cash equivalents at end of year/period

Non-cash investing and financing activities

Deferred underwriting compensation

Initial value of ordinary share subject to possible redemption

Reclassification of offering costs related to public shares

$ ( 1,958,237 )

Subsequent measurement of ordinary shares subject to redemption against additional paid-in capital (“APIC”) and accumulated deficit

Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned in Trust Account)

Representative shares issued to underwriter

accompanying notes to unaudited financial statements.

2 unchanged sentences

1 - ORGANIZATION AND BUSINESS BACKGROUND

Cloud Star Acquisition Corporation (the “Company”) is a newly incorporated blank check company.

Cloud Star Acquisition Corporation (the “Company”) is a blank check company.

It was incorporated as a

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a Business Combination.

of June 30, 2024, the Company has not commenced any operations.

All activities through June 30, 2024 relate to the Company’s formation

and the initial public offering (“IPO”) effective July 24, 2024.

Subsequent to the IPO, the Company’s activity has

been limited to the evaluation of business combination candidates.

The Company will not generate any operating revenues until after the

completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income

and changes in unrealized appreciation of Trust Account assets from the proceeds derived from the IPO.

The Company has selected December

31 as its fiscal year end.

Company is an early-stage company and emerging growth company and, as such, the Company is subject to all of the risks associated with

early-stage companies and emerging growth companies.

The Company has selected December 31 as its fiscal year end.

Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will

generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

registration statement for the Company’s Initial Public Offering was declared effective on July 24 2024.

On July 26, 2024, the

Company consummated the Initial Public Offering of 6,900,000 units (the “Public Units” and, with respect to the Ordinary

Shares included in the Units being offered, the “Public Shares”), which includes 900,000 Public Units upon the full exercise

by the underwriter of its over-allotment.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the

sale of 206,900 units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit in a private placement

to DT Cloud Star Management Limited (the “Sponsor”), generating gross proceeds of $ 2,069,000 to the Company.

Public Unit consists of one ordinary share of the Company, par value $ 0.0001 per share (“ Ordinary Share ”) and one

right to receive one-ninth (1/9) of one Ordinary Share upon the consummation of an initial business combination (“ Right ”).

The Public Units were sold at an offering price of $ 10.00 per Public Unit, generating gross proceeds of $ 69,000,000 .

of July 26, 2024, a total of $ 69,000,000 of the net proceeds from the IPO was deposited in a trust account established for the benefit

of the Company’s public stockholders, with Wilmington Trust National Association acting as trustee.

$ 2,069,000 proceeds from the

Private Placement Units was deposited in an operating account with Wilmington Trust.

of July 26, 2024, the aggregate amount of $ 69,000,000 ($ 10.00 per Public Unit) of the proceeds from the IPO was held in a trust account

Company consummated the Initial Public Offering of 6,900,000 units (the “Public Units”), which includes 900,000 Public Units

upon the full exercise by the underwriter of its over-allotment option, at $ 10.00 per Public Unit, generating gross proceeds of $ 69,000,000

to the Company.

Each Public Unit consists of one ordinary share and one right (“Public Rights”).

Each whole Public Right

will entitle the holder to receive one-ninth (1/9) ordinary share upon consummation of initial business combination.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 206,900 units (the “Private Placement Units”)

at a price of $ 10.00 per Private Placement Unit in a private placement to DT Cloud Star Management Limited (the “Sponsor”),

generating gross proceeds of $ 2,069,000 to the Company.

Each Private Placement Unit consists of one Private Placement Share and one right

(“Private Placement Right”).

Each Private Placement Right will entitle the holder to receive one-ninth (1/9) ordinary share

upon consummation of the initial business combination.

costs amounted to $ 2,175,819 , consisting of $ 1,035,000 of underwriting commissions, $ 690,000 of deferred underwriting commissions and

$ 450,819 of other offering costs.

the closing of the Initial Public Offering, the aggregate amount of $ 69,000,000 ($ 10.00 per Public Unit) was held in a trust account

(“Trust Account”) established for the benefit of the Company’s public shareholders and maintained by Wilmington Trust,

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same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

shareholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially

$ 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

Company to pay its tax obligations).

The per-share amount to be distributed to shareholders who redeem their public shares will not be

reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7).

shareholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account

(initially $ 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 Company to pay its tax

obligations).

The per-share amount to be distributed to shareholders who redeem their public shares will not be reduced by the

deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7).

There will be no redemption

rights upon the completion of a Business Combination with respect to the Company’s rights.

The ordinary shares will be recorded

at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with ASC Topic

480 “ Distinguishing Liabilities from Equity .”

The Company will proceed with a Business Combination if the Company seeks

shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the

Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender

offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy

statement with the SEC prior to completing a Business Combination.

The ordinary shares will be

recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance

with Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from

Company will proceed with a Business Combination if the Company seeks shareholder approval, a majority of the outstanding shares voted

are voted in favor of the Business Combination.

If a shareholder vote is not required and the Company does not decide to hold a shareholder

vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,

offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same

information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

CLOUD STAR ACQUISITION CORPORATION

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The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust

Account due to claims of creditors by endeavouring to have all vendors, service providers, prospective target businesses or other entities

Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities

with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in

34 unchanged sentences

of the Company as a going concern.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

2 – SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

GAAP”) and pursuant to the rules and regulations of the SEC.

accompanying unaudited financial statements as of September 30, 2024, and for the three months and nine months ended September 30, 2024

have been prepared in accordance with U.S.

GAAP for interim financial information and Article 8 of Regulation S-X.

In the opinion of

management, all adjustments considered for a fair presentation have been included.

Operating results for the three months and nine months

ended September 30, 2024 are not necessarily indicative of the results that may be expected for the period ending December 31, 2024,

or any future period.

Growth Company

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Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash and cash equivalents as of June 30, 2024 and December 31, 2023.

The Company had $ 444,850 and nil in cash as of September 30, 2024 and December 31, 2023, respectively.

and Marketable Securities Held in Trust Account

Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance

sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held

in Trust Account are included in interest and dividends earned and unrealized gain on marketable securities held in Trust Account in

the accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available

market information.

The Company had $ 69,649,464 and nil of marketable securities held in the Trust Account as of September 30, 2024 and

December 31, 2023, respectively.

both the three and nine months ended September 30, 2024, interest and dividends earned in the Trust Account amounted to $ 649,464 ,

of which $ 362,706

was reinvested in the Trust Account, $ 286,758

was recognized as unrealized gain on investments held in the Trust Account.

During both three and nine months ended September 30,

2023, there was no

balance of marketable securities and no

related investment income as the account had not opened.

Costs Associated with the Initial Public Offering

Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”.

Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering.

completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial

Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs allocated to the Rights were

charged to the shareholders’ equity.

Offering costs allocated to the ordinary shares were charged against the carrying value of

ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

Share Subject to Possible Redemption

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of uncertain future events.

Accordingly, as of July 26, 2024, ordinary shares subject to possible redemption are presented at redemption

Accordingly, as of September 30, 2024, ordinary shares subject to possible redemption are presented at redemption

value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Offering Costs

offering costs consist of underwriting, legal and other expenses incurred through the balance sheet dates that are directly related to

the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares

to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable ordinary

shares are affected by charges against additional paid-in capital and accumulated deficit if additional paid in capital equals to zero.

The interest and dividends earned by the marketable security held in trust, and the extension fee invest into the marketable security

held in trust, were also recognized in redemption value against additional paid-in capital and accumulated deficit immediately.

CLOUD STAR ACQUISITION CORPORATION

15 unchanged sentences

There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

and no amounts accrued for interest and penalties as of September 30, 2024 and December 31, 2023.

The Company is currently not aware

of any issues under review that could result in significant payments, accruals or material deviation from its position.

Company may be subject to potential examination by foreign taxing authorities in the area of income taxes.

8 unchanged sentences

tax provision was zero for the periods presented.

Loss per Share

Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share .” In order to determine

the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income

allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income is calculated using

the total net loss less any dividends paid.

The Company then allocated the undistributed income ratably based on the weighted average

number of shares outstanding between the redeemable and non-redeemable ordinary shares.

Any remeasurement of the accretion to the redemption

value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders.

net loss per share presented in the statement of operations is based on the following:

August 16, 2022, the U.S.

Government enacted legislation commonly referred to as the Inflation Reduction Act.

The main provisions of

the Inflation Reduction Act (the “IR Act”) that we anticipate may impact us is a 1% excise tax on share repurchases.

redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,

may be subject to the excise tax.

Because there is possibility that the Company may acquire a U.S.

domestic corporation or engage in

a transaction in which a domestic corporation becomes parent or affiliate to the Company and the Company may become a “covered

corporation” as a listed Company in Nasdaq.

The management team has evaluated the IR Act as of September 30, 2024 and does not

believe it would have a material effect on the Company, and will continue to evaluate its impact.

Income (Loss) per Share

Company calculates net income (loss) per share in accordance with ASC Topic 260, “ Earnings per Share .” In order

to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first

considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and

the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid.

The Company then allocated

the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and

non-redeemable ordinary shares.

Any remeasurement of the accretion to the redemption value of the ordinary shares subject to

possible redemption was considered to be dividends paid to the public stockholders.

calculation of diluted income (loss) per ordinary shares does not consider the effect of the rights issued in connection with the (i)

Initial Public Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future

As of September 30, 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised

or converted into ordinary shares in the earnings of the Company.

As a result, diluted net income (loss) per ordinary share is the same

as basic net income (loss) per ordinary share for the period presented.

net income (loss) per share presented in the statement of operations is based on the following:

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

For the Three

September 30, 2024

For the Three

September 30, 2023

Net income (loss)

Remeasurement to redemption value

( 8,858,237 )

Interest and dividends earned in Trust Account to be allocated to redeemable shares

Net loss excluding investment income in Trust Account

( 8,980,920 )

September 30, 2024

September 30, 2023

Net income (loss)

Remeasurement to redemption value

( 8,858,237 )

Interest and dividends earned in Trust Account to be allocated to redeemable shares

Net loss excluding investment income in Trust Account

( 9,033,578 )

CLOUD STAR ACQUISITION CORPORATION

2 unchanged sentences

Non-Redeemable

For the Six Months Ended

For the Three Months Ended

September 30, 2024

September 30, 2023

Non-Redeemable

Basic and diluted net loss per share:

of net loss including carrying value to redemption value

Allocation of net loss

Ordinary Share

Basic and Diluted net income (loss) per share:

Allocation of net losses

$ ( 2,452,307 )

$ ( 6,528,613 )

Interest and dividends earned in Trust Account

Accretion of temporary equity

Allocation of net income (loss)

$ ( 2,452,307 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net

loss per share

Basic and diluted net income (loss) per share

Non-Redeemable

For the Three Months Ended

For the Nine Months Ended

September 30, 2024

September 30, 2023

Non-Redeemable

Basic and diluted net loss per share:

of net loss including carrying value to redemption value

Allocation of net loss

Ordinary Share

Basic and Diluted net income (loss) per share:

Allocation of net losses included accretion

$ ( 4,459,840 )

$ ( 4,573,738 )

Interest and dividends earned in Trust Account

Accretion of temporary equity

Allocation of net income (loss)

$ ( 4,459,840 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net

loss per share

Basic and diluted net income (loss) per share

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control

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the asset or liability.

OF FAIR VALUE MEASUREMENTS ON RECURRING BASIS

At September 30, 2024

Marketable Securities held in Trust Account

of September 30, 2023, the Company did not have any assets measured at fair value on a recurring basis.

Concentration

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(i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

of September 30, 2024, the ordinary shares reflected in the balance sheet are reconciled in the following table:

SCHEDULED OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds from Public Shares

Proceeds allocated to public rights

( 6,900,000 )

Allocation of offering costs related to ordinary shares

( 1,958,237 )

Accretion of carrying value to redemption value

Subsequent measurement of ordinary shares subject to possible redemption (interest and dividend earned in Trust Account)

Ordinary shares subject to possible redemption (plus any interest and dividends earned in the Trust Account)

CLOUD STAR ACQUISITION CORPORATION

16 unchanged sentences

Representative

July 26, 2024, the Company issued 69,000 ordinary shares of $ 0.0001 par value each to A.G.P (hereafter – the Representative Shares),

July 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.”) (hereafter – the Representative Shares),

at the closing of the IPO as part of representative compensation.

The shares were accounted for as of July 26, 2024, and received by

Company consummated the sale of 206,900 Private Placement Units at a price of $ 10.00 per Private Placement Unit in a private placement

to the Sponsor, generating gross proceeds of $ 2,069,000 to the Company.

July 26, 2024, the Company consummated the sale of 206,900 Private Placement Units at a price of $ 10.00 per Private Placement Unit in

a private placement to the Sponsor, generating gross proceeds of $ 2,069,000 to the Company.

Note — Related Party

4 unchanged sentences

not to conduct the IPO.

of June 30, 2024 and December 31, 2023, the principal amount due and owing under the Promissory Note was $ 268,815 and $ 0 , respectively.

October 28, 2024, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate

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

The Promissory Note is non-interest-bearing and payable on the date

which the Company consummates an initial business combination.

of September 30, 2024 and December 31, 2023, the principal amount due and owing under the Promissory Note are nil , respectively.

to Related Party

of June 30, 2024 and December 31, 2023, the Company had a temporary advance of $ 8,756 and $ 8,756 from the Sponsor, respectively.

balance is unsecured, interest-free and has no fixed terms of repayment.

July 29, 2024, the Company paid off the Promissory Note and Amount due to Sponsor which were $ 298,440 and $ 83,756 , respectively.

of September 30, 2024 and December 31, 2023, the Company had a temporary advance of $ 54,500 and $ 8,756 from the Sponsor, respectively.

The balance is unsecured, interest-free and has no fixed terms of repayment.

CLOUD STAR ACQUISITION CORPORATION

7 unchanged sentences

of this offering for 15 months.

$ 0 was incurred for the services for both six months periods ended June 30, 2024 and 2023.

$ 0 was incurred

for the services for both three months periods ended June 30, 2024 and 2023.

Capital Loans

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price of $ 10.00 per unit.

As of June 30, 2024 and December 31, 2023, the principal amount due under the Working Capital Loan was $ 0 .

As of September 30, 2024 and December 31, 2023, the principal amount due under the Working Capital Loan was

6 – SHAREHOLDERS’ DEFICIT

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shares are entitled to one vote for each share.

of June 30, 2024 and December 31, 2023, an aggregate of 1,725,000 initial shares were recorded as issued and outstanding on a retrospective

basis, of which 225,000 ordinary shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is

not exercised in full or in part.

As of July 26, 2024, there were 2,000,900 shares outstanding including 206,900 shares from Private

Placement, 69,000 Representative Shares, and excluding 6,900,000 Ordinary Shares Subject to possible redemption.

of September 30, 2024, there were 2,000,900 ordinary shares issued and outstanding, excluding 6,900,000 ordinary shares subject to possible

— Each holder of a right will receive one-ninth (1/9) ordinary share upon consummation of a Business Combination, even if the

21 unchanged sentences

do not include any adjustments that might result from the outcome of this uncertainty.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

to a registration rights agreement entered into on July 26, 2024, the holders of the Founder Shares, Private Placement Units (including

17 unchanged sentences

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

than event above and as described in Notes 1, 3, 4, 5, and 7, which were related to the consummation of the IPO, the Private Placement,

payment of offering costs, and the repayment of the Promissory Note, etc., the Company did not identify any subsequent events that would

have required adjustment or disclosure in the unaudited financial statements.

were filed, except as disclosed below, no other subsequent events were identified that would have required adjustment or disclosure in

the financial statements:

October 28, 2024, the Company 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”).

The Promissory Note is non-interest-bearing, and the principal under

the Promissory Note is payable on which the Company consummates an initial business combination.

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 1. Financial Statements