What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-11 · 179 added, 102 removed, 621 unchanged (31% of the section changed)

1 unchanged sentence

CLOUD STAR ACQUISITION CORPORATION

June 30, 2025

September 30, 2025

December 31, 2024

5 unchanged sentences

Current liabilities:

Accrued expenses

Accrued liabilities and other payable

Amount due to Sponsor

3 unchanged sentences

Commitments and contingencies (Note 7)

Ordinary shares subject to possible redemption, 6,900,000 shares (at redemption price of $ 10.43 and $ 10.21 per share as of June 30, 2025 and December 31, 2024, respectively)

Ordinary shares subject to possible redemption, 6,900,000 shares (at redemption price of $ 10.53 and $ 10.21 per share as of September 30, 2025 and December 31, 2024, respectively)

Shareholders’ deficit:

1 unchanged sentence

500,000,000 shares authorized;

2,000,900 shares issued and outstanding at June 30, 2025 and December 31, 2024

2,000,900 shares issued and outstanding at September 30, 2025 and December 31, 2024

Accumulated deficit

5 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Operating expenses:

1 unchanged sentence

$ ( 139,080 )

$ ( 107,361 )

$ ( 302,650 )

$ ( 160,019 )

General and administrative expenses

5 unchanged sentences

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)

Non-redeemable

ordinary shares, basic and diluted

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 for the

three and six months ended June 30, 2024 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.

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

accompanying notes to unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Ordinary Shares

13 unchanged sentences

$ ( 568,359 )

For the Six Months Ended June 30, 2024

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

Net income for the period

Balance as of September 30, 2025

$ ( 737,047 )

$ ( 736,847 )

For the Nine Months Ended September 30, 2024

Ordinary Shares

Share Capital

Shareholders’

Shareholders’ Equity

Balance as of December 31, 2023

3 unchanged sentences

Balance as of June 30, 2024

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.

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

Net income (loss)

as of September 30, 2024

$ ( 263,146 )

$ ( 262,946 )

$ ( 263,146 )

$ ( 262,946 )

accompanying notes to unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Amortization of prepaid expenses

3 unchanged sentences

Prepaid expenses

Accrued liabilities and other payables

Amount due to Sponsor

Deferred offering costs

Accrued liabilities

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 Promissory Note - Sponsor

Net cash provided by financing activities

Proceeds from issuance of Founder Shares to Sponsor

Sale of units to the founder in private placement

Proceeds from issuance of 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, BEGINNING OF PERIOD

CASH, END OF PERIOD

Supplemental Cash Flow Information:

Cash paid for interest

Cash paid for income taxes

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.

51 unchanged sentences

Offering, subject to applicable law.

balances in the Trust Account as of June 30, 2025 and December 31, 2024 were $ 71,936,152 and $ 70,456,287 , respectively.

balances in the Trust Account as of September 30, 2025 and December 31, 2024 were $ 72,694,104 and $ 70,456,287 , respectively.

CLOUD STAR ACQUISITION CORPORATION

60 unchanged sentences

the initial business combination within the prescribed time frame).

Company will have until October 26, 2025 initially to consummate a Business Combination.

However, if the Company anticipates that it

may not be able to consummate a Business Combination within 15 months, if we seek shareholder approval for an extension, our public shareholders

will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit

in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares,

subject to applicable laws.

October 22, 2025, the Company entered into an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement

(the “Trust Agreement”), with Wilmington Trust National Association.

Pursuant to the Trust Amendment, the Company has the

right to extend the time for it to complete its Business Combination (the “Combination Period”) under the Trust Agreement

for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the Trust Account $ 75,000 for all remaining public

shares (the “Extension Payment”) for each one-month extension.

On October 23, 2025, the Company deposited the initial payment of $ 75,000 in the Trust Account, to initially extend

the date by which the Company can complete an initial business combination by one month to November 26, 2025.

the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except

63 unchanged sentences

voluntary winding up, dissolution and liquidation.

However, the Company may extend the period of time to consummate a Business Combination.

If the Company is unable to consummate the Company’s initial Business Combination by October 26, 2025 (unless further extended),

the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 % of the Company’s outstanding

October 22, 2025, the Company entered into an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement

(the “Trust Agreement”), with Wilmington Trust National Association.

Pursuant to the Trust Amendment, the Company has the

right to extend the time for it to complete its Business Combination (the “Combination Period”) under the Trust Agreement

for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the Trust Account $ 75,000 for all remaining public

shares (the “Extension Payment”) for each one-month extension.

On October 23, 2025, the Company deposited the initial payment of $ 75,000

in the Trust Account, to initially extend the date by which the Company can complete an initial business combination by one month to November

the Company is unable to consummate the Company’s initial Business Combination by October 26, 2026 (unless further extended), the

Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 % of the Company’s outstanding

public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the

16 unchanged sentences

Note and confirmed that the outstanding amount that the Company borrowed under the Promissory Note was nil.

The financial statements

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

Management has determined that the Company has

funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial business combination

or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association.

The accompanying

financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S.

On October 23, 2025, the

Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company borrowed an aggregate principal amount of $ 75,000 ,

in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time it has available to complete

a Business Combination.

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

Management has determined

that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial

business combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States

of America (“U.S.

GAAP”), which contemplate continuation of the Company as a going concern.

indicated in the accompanying financial statements, the Company currently has a positive working capital, but projected expenses are

indicated in the accompanying financial statements, the Company currently has a negative working capital, and projected expenses are

beyond the cash available through the earlier of the consummation of the initial Business Combination or one year from the issuance date

12 unchanged sentences

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

accompanying unaudited financial statements as of June 30, 2025, and for the three and six months ended June 30, 2025 have been prepared

in accordance with U.S.

accompanying unaudited financial statements as of September 30, 2025, and for the three and nine months ended September 30, 2025 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 and six months ended June 30, 2025 are not necessarily

indicative of the results that may be expected for the period ending December 31, 2025, or any future period.

In the opinion of management,

all adjustments considered for a fair presentation have been included.

Operating results for the three and nine months ended September

30, 2025 are not necessarily indicative of the results that may be expected for the period ending December 31, 2025, or any future period.

growth company

30 unchanged sentences

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

The Company had $ 126,055 and $ 411,429 in cash as of June 30, 2025 and December 31, 2024, respectively.

The Company had $ 20,117 and $ 411,429 in cash as of September 30, 2025 and December 31, 2024, respectively.

Securities Held in Trust Account

7 unchanged sentences

market information.

The Company had $ 71,936,152 and $ 70,456,287 of marketable securities held in the Trust Account as of June 30, 2025

The Company had $ 72,694,104 and $ 70,456,287 of marketable securities held in the Trust Account as of September 30,

2025 and December 31, 2024, respectively.

the three and six months ended June 30, 2025, interest and dividends earned in the Trust Account amounted to $ 742,159 and $ 1,479,865 ,

the three and nine months ended September 30, 2025, interest and dividends earned in the Trust Account amounted to $ 751,452 and $ 2,231,317 ,

of which $ 509,966 and $ 1,989,831 was reinvested in the Trust Account, $ 241,486 and $ 241,486 was recognized as unrealized gain on investments

held in the Trust Account.

During both three and six months ended June 30,2024, there was no balance of marketable securities and no

related investment income as the account had not opened.

During the year ended December 31, 2024, interest and dividends earned in the Trust Account amounted to $ 1,456,287 ,

of which $ 1,192,603 was reinvested in the Trust Account, $ 263,684 was recognized as unrealized gain on investments held in the Trust

Costs Associated with the Initial Public Offering

18 unchanged sentences

of uncertain future events.

Accordingly, as of June 30, 2025, ordinary shares subject to possible redemption are presented at redemption

Accordingly, as of September 30, 2025, 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.

22 unchanged sentences

There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

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, 2025 and December 31, 2024.

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.

18 unchanged sentences

corporation” as a listed Company in Nasdaq.

The management team has evaluated the IR Act as of June 30, 2025 and does not believe

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

The management team has evaluated the IR Act as of September 30, 2025 and does not

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

Income (Loss) per Share

11 unchanged sentences

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

As of June 30, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised

As of September 30, 2025, 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.

4 unchanged sentences

For the Three

June 30, 2025

September 30, 2025

For the Three

June 30, 2024

Net income (loss)

September 30, 2024

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

June 30, 2025

June 30, 2024

Net income (loss)

( 8,980,920 )

September 30, 2025

September 30, 2024

Remeasurement to redemption value

( 8,858,237 )

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

1 unchanged sentence

Net loss excluding investment income in Trust Account

( 9,033,578 )

Non-Redeemable

2 unchanged sentences

For the Three Months Ended

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Non-Redeemable

3 unchanged sentences

Ordinary Share

Basic and Diluted net income (loss) per share:

Allocation of net losses

$ ( 130,612 )

$ ( 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:

5 unchanged sentences

Non-Redeemable

For the Six Months Ended

For the Six Months

June 30, 2025

Ended June 30, 2024

For the Nine Months Ended

September 30, 2025

September 30, 2024

Non-Redeemable

3 unchanged sentences

Ordinary Share

Basic and Diluted net income (loss) per share:

1 unchanged sentence

$ ( 299,671 )

$ ( 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:

41 unchanged sentences

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

of June 30, 2025, the ordinary shares reflected in the balance sheet are reconciled in the following table:

of September 30, 2025, the ordinary shares reflected in the balance sheet are reconciled in the following table:

SCHEDULED OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

42 unchanged sentences

business combination.

of June 30, 2025 and December 31, 2024, the principal amount due and owing under the Promissory Note were nil , respectively.

July 29, 2025, the Company entered into a letter agreement to the Promissory Note with the Sponsor, pursuant to which the Company and

the Sponsor agreed to terminate the Promissory Note and confirmed that the outstanding amount that the Company borrowed under the Promissory

Note was nil.

On July 29, 2025, the Company entered into a letter agreement to the Promissory Note with the Sponsor, pursuant

to which the Company and the Sponsor agreed to terminate the Promissory Note and confirmed that the outstanding amount that the Company

borrowed under the Promissory Note was nil .

October 23, 2025, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company borrowed up to an aggregate

principal amount of $ 75,000 , in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend

the amount of time it has available to complete a Business Combination.

of September 30, 2025 and December 31, 2024, the principal amount due and owing under the Promissory Note were nil, respectively.

to Related Party

of June 30, 2025 and December 31, 2024, the Company had a temporary advance of $ 54,500 and $ 84,500 from the Sponsor, respectively.

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

of September 30, 2025 and December 31, 2024, the Company had a temporary payable of $ 84,500 and $ 84,500 to the Sponsor, respectively.

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

CLOUD STAR ACQUISITION CORPORATION

7 unchanged sentences

of the initial public offering for 15 months.

For the three and six months ended June 30, 2025, the Company incurred $ 30,000 and $ 60,000

For the three and nine months ended September 30, 2025, the Company incurred $ 30,000 and

$ 90,000 for these services in total, included in General and administrative expenses.

For the three and six months ended June 30, 2024, the Company

incurred nil for these services in total.

During the six months ended June 30, 2025 and 2024, we paid administrative expense of $ 90,000

and $ nil , respectively.

For the three and nine months ended September 30,

2024, the Company incurred $ 20,000 and $ 20,000 for these services in total.

During the nine months ended September 30, 2025 and 2024,

we paid administrative expense of $ 90,000 and $ nil , respectively.

Capital Loans

12 unchanged sentences

price of $ 10.00 per unit.

As of June 30, 2025 and December 31, 2024, the principal amount due under the Working Capital Loan was nil .

As of September 30, 2025 and December 31, 2024, the principal amount due under the Working Capital Loan was

nil and nil .

6 – SHAREHOLDERS’ DEFICIT

2 unchanged sentences

shares are entitled to one vote for each share.

of June 30, 2025, there were 2,000,900 ordinary shares issued and outstanding, excluding 6,900,000 ordinary shares subject to possible

of September 30, 2025, 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

30 unchanged sentences

shares were accounted for as of July 26, 2024, and received by A.G.P on the IPO day.

underwriters are entitled to a cash underwriting discount of 1.0 % of the gross proceeds of the Initial Public Offering, which

will be deferred and payable until the closing of the initial Business Combination, without accrued interest.

underwriters are entitled to a cash underwriting discount of 1.0 % of the gross proceeds of the Initial Public Offering, which will be

deferred and payable until the closing of the initial Business Combination, without accrued interest.

8– FAIR VALUE MEASUREMENTS

10 unchanged sentences

1 - Quoted prices in active markets for identical assets or liabilities.

An active market

for an asset or liability is a market in which transactions for the asset or liability occur

with sufficient frequency and volume to provide pricing information on an ongoing basis.

An active market for an asset or liability is a market in

which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing

2 - Observable inputs other than Level 1 inputs.

1 unchanged sentence

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

3 - Unobservable inputs based on the Company’s assessment of the assumptions that market

participants would use in pricing the asset or liability.

3 - Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing

the asset or liability.

OF FAIR VALUE MEASUREMENTS

At June 30, 2025

At September 30, 2025

Money Market Funds (marketable securities held in Trust Account)

2 unchanged sentences

9 – SUBSEQUENT EVENTS

On October 22, 2025, the Company entered into an amendment (the “Trust Amendment”) to the Investment

Management Trust Agreement (the “Trust Agreement”), with Wilmington Trust National Association.

Pursuant to the Trust Amendment,

the Company has the right to extend the time for it to complete its Business Combination (the “Combination Period”) under

the Trust Agreement for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the Trust Account $ 75,000

for all remaining public shares (the “Extension Payment”) for each one-month extension.

On October 23, 2025, the Company issued

an unsecured promissory note to the Sponsor, pursuant to which the Company borrowed up to an aggregate principal amount of $ 75,000 , in

exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available

to complete a Business Combination.

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

were filed, and no subsequent events were identified that would have required adjustment or disclosure in the financial statements.

were filed, unless as disclosed elsewhere and above,

there was no other material subsequent events occurred that would require recognition or disclosure in the Group’s consolidated

financial statements.

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