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Item 1. Financial Statements

2026-08-03 compared with 2026-05-08 · 408 added, 198 removed, 520 unchanged (54% of the section changed)

2 unchanged sentences

Current Assets:

and marketable securities held in trust

AND SHAREHOLDERS’ DEFICIT

due to Sponsor

Prepaid expenses

Total current assets

Cash and marketable securities

held in trust

LIABILITIES AND SHAREHOLDERS’

Current liabilities:

underwriting compensation

and contingencies (Note 7)

Ordinary shares subject

to possible redemption, 1,652,509 shares (at redemption price of $ 11.05 and $ 10.82 per share) as of March 31,2026 and December 31,

2025, respectively

Shareholders’

Ordinary shares,

par value $ 0.0001 per share;

Accrued expenses

Amount due to Sponsor

Total Current Liabilities

Deferred underwriting

Commitments and contingencies (Note 7)

Ordinary shares subject to possible

redemption, 1,652,509

shares (at redemption price of $ 11.15

per share) at June 30, 2026 and December 31, 2025, respectively

Shareholders’ deficit:

Ordinary shares, par value $ 0.0001

shares authorized;

2,000,900 and 2,000,900 shares issued and outstanding as of March 31,2026

and December 31, 2025, respectively

paid-in capital

and 2,000,900

shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

Share capital receivable

Accumulated deficit

( 1,670,811 )

( 1,051,445 )

Shareholders’ deficit

Total Shareholders’

( 1,670,611 )

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STATEMENTS OF OPERATIONS

the Three Months Ended March 31,

and operating costs

the Three Months Ended

the Six Months Ended

Operating expenses:

Formation and operating costs

$ ( 334,383 )

and administrative expenses

from operations

from operating account

and dividends earned in Trust Account

gained on marketable securities held in Trust Account

INCOME (LOSS)

$ ( 163,570 )

and diluted weighted average shares outstanding

ordinary shares, basic and diluted

General and administrative

Loss from operations

Other income:

Interest from operating account

Interest earned in Trust Account

Unrealized gain on marketable securities

held in Trust Account

Total other income

income (loss)

Basic and diluted weighted average shares

Redeemable ordinary

shares, basic and diluted

Non-redeemable

ordinary shares, basic and diluted (1)

ordinary shares, basic and diluted net income per share

Non-redeemable

ordinary shares, basic and diluted net loss per share

Redeemable ordinary

shares, basic and diluted net income per share

Non-redeemable ordinary

shares, basic and diluted net income (loss) per share

accompanying notes to unaudited financial statements.

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STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

the Three Months Ended March 31, 2026

Shareholders’

as of December 31, 2025

the Six Months Ended June 30, 2026

Shareholders’ Equity

Balance as of December 31, 2025

$ ( 1,051,445 )

$ ( 1,051,245 )

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

measurement of ordinary shares subject to possible redemption (additional funding for business combination extension)

Loss for the period

as of March 31, 2026

Subsequent measurement of ordinary shares

subject to possible redemption (interest earned and unrealized gain on Trust Account)

Subsequent measurement of ordinary shares subject

to possible redemption (additional funding for business combination extension)

Net income for the period

Balance as of March 31, 2026

$ ( 1,544,750 )

$ ( 1,544,550 )

the Three Months Ended March 31, 2025

Shareholders’

as of December 31, 2024

Subsequent measurement of ordinary shares subject

to possible redemption (interest earned and unrealized gain onTrust Account)

Subsequent measurement of ordinary shares subject

to possible redemption (additional funding for business combination extension)

Net income for the period

Balance as of June 30, 2026

$ ( 1,670,811 )

$ ( 1,670,611 )

the Six Months Ended June 30, 2025

Shareholders’ Equity

Balance as of December 31, 2024

$ ( 350,476 )

$ ( 350,276 )

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

income for the period

Net income (loss)

as of March 31, 2025

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 March 31, 2025

$ ( 457,898 )

$ ( 457,698 )

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 June 30, 2025

$ ( 568,559 )

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STATEMENTS OF CASH FLOWS

flows from operating activities:

income (loss)

the Six Months Ended

Cash flows from operating

Adjustments to reconcile net loss to net cash

used in operating activities:

Amortization of prepaid expenses

Interest income earned in cash and investments

held in Trust Account

( 1,479,865 )

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

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

in operating assets and liabilities:

expense and other liabilities

due to Sponsor

cash provided by(used in) operating activities

flows from investing activities:

contributions deposited into Trust Account

cash used in investing activities

flows from financing activities:

from promissory note - related party

Change in operating assets and liabilities:

Prepaid expenses

Amount due to sponsor

Deferred offering costs

Accrued liabilities

Net cash used in operating

Cash flows from investing

Extension contributions deposited into Trust

Net cash used in investing

Cash flows from financing

Proceeds from promissory note - related party

cash provided by financing activities

CHANGE IN CASH

at beginning of period

and cash equivalents at end of period

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

Supplemental Cash Flow Information:

Cash paid for interest

Cash paid for income taxes

accompanying notes to unaudited financial statements.

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Offering, subject to applicable law.

balances in the Trust Account as of March 31, 2026 and December 31, 2025 were $ 18,259,482 and $ 17,876,466 , respectively.

income is recognized for earnings generated from all debt instruments in trust including U.S.

Treasury money market funds, treasury bills

and cash deposits irrespective of custodian’s description of periodic distribution as dividend.

Dividend income is only recognized

upon cash distribution declared on equity instruments, equity ETF and REITs.

Interest and dividend derived from trust investments shall

be separately disclosed either on Statement of Operations or accompanying footnotes per Regulation S-X Rule 5-03.

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

with Wilmington Trust National Association.

Pursuant to the Trust Agreement, the Company has the right to extend the time for us to

complete our initial business combination 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 for each one-month extension.

On October 23, 2025, the Company issued an unsecured

promissory note in the aggregate principal amount of $ 75,000 (the “Note”) to the sponsor, in exchange for its depositing

such amount into the our trust account in order to extend the amount of time the Company have available to complete the business combination.

The Note does not bear interest and matures upon the closing of our business combination.

In addition, the Note may 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.

balances in the Trust Account as of June 30, 2026 and December 31, 2025 were $ 18,421,078 and $ 17,876,466 , respectively.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

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

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as described in Note 5) (as defined the “initial

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month to November 26, 2025.

As of March 31, 2026, the Company further extended the time to consummate our initial business combination

to March 26, 2026.

As of the date of this report, the Company further extended the time to consummate our initial business combination

to July 26, 2026.

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

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statements, the business combination contemplated by the BCA has not been consummated.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

to the BCA, (a) at the effective time of Redomestication Merger (the “Redomestication Merger Effective Time”), (i) all the

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receiving Purchaser Class B common stock (the “Purchaser Class B Common Stock”).

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

for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of

the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $ 50,000 ), divided by the number of

then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed

to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide

for claims of creditors and the requirements of applicable law.

The underwriter has agreed to waive its rights to the deferred underwriting

commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period

and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption

of the public shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for

distribution will be less than the Initial Public Offering price of $ 10.00 per Public Unit.

Sponsor 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

sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce

the amounts in the Trust Account to below (i) $ 10.125 per share or (ii) such lesser amount per public share held in the Trust Account

as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, 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 except as to any claims under the Company’s

indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities

Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against

a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek

to reduce the possibility that the Sponsor will have to indemnify the Trust 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 or to monies held in the Trust Account.

and Capital Resources

July 26, 2024, we consummated the initial public offering of 6,900,000 Units, which includes the exercise in full by the underwriters

of their over-allotment option to purchase up to an additional 900,000 Units on July 25, 2024.

The Units were sold at an offering price

of $ 10.00 per Unit, generating gross proceeds of $ 69,000,000 .

Simultaneously with the closing of our initial public offering on July

26, 2024, we consummated the private placement with the Sponsor of 206,900 private units at a price of $ 10.00 per private unit, generating

total gross proceeds of $ 2,069,000 .

our initial public offering and the private placement, a total of $ 69,000,000 of the net proceeds were deposited in the trust account.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the

trust account (excluding deferred underwriting commissions and less taxes payable) to complete our initial business combination.

withdraw interest from the trust account to pay our taxes.

To the extent that our equity or debt is used, in whole or in part, as consideration

to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance

the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds

held outside the trust account primarily for identifying and evaluating prospective acquisition candidates, performing business due diligence

on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing

corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring,

negotiating and consummating the business combination.

the six months ended June 30, 2026, cash used in operating activities was $ 120 , primarily due to the Company’s operating expenditures,

which offset payments made by the sponsor during the period.

As of June 30, 2026, we had cash at bank of $ 341 .

June 30, 2026, the Company had working capital deficit of $ 980,611 , excluding deferred underwriting commissions and the available cash

held in the Trust Account for marketable securities, which indicated a lack of liquidity it needed to sustain operations for a reasonable

period of time, which was considered to be one year from the issuance of the financial statements.

order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our sponsor,

officers, directors, or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete our initial

business combination, we will repay such loaned amounts.

In the event that the initial business combination does not close, we may use

a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account

would be used for such repayment.

October 28, 2024, we 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 payable on the consummation of

the initial business combination or converted upon consummation of the business combination into additional private units at a price

of $ 10.00 per unit.

On July 29, 2025, we entered into a Letter Agreement to the Working Capital Loan Note (the “Letter Agreement”)

with the sponsor, pursuant to which we and the sponsor agreed to terminate the Working Capital Loan Note and confirmed that the outstanding

amount that we borrowed under the Promissory Note was $ nil .

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

February 2, 2026, we entered into a Business Combination Agreement (the “BCA”) with PrimeGen US, Inc.

and certain other parties,

pursuant to which we intend to consummate our initial business combination through a series of merger transactions.

Management believes

that the consummation of the proposed business combination, if completed, would provide us with an operating business and additional

capital resources.

However, the completion of the proposed business combination is subject to customary closing conditions, including

regulatory approvals and shareholder approval, and there can be no assurance that the transaction will be consummated.

Accordingly, the

matters described above do not alleviate the substantial doubt about our ability to continue as a going concern.

Additionally,

during the shareholder meeting, a total of 5,247,491 shares of common stock were tendered for redemption.

This redemption of public shares

resulted in a significant reduction in the number of outstanding public shares and has impacted the Company’s available liquidity.

Management is actively managing the Company’s cash resources to ensure that sufficient funds are available to meet the minimum

cash condition required to consummate the business combination.

redemption of public shares, together with the extension of the business combination deadline, provides the Company with additional time

to pursue suitable acquisition targets.

However, the redemption activity has reduced the amount of cash available outside of the Trust

Account, and any further redemptions could further impact the Company’s liquidity position and its ability to consummate the business

To support its ongoing liquidity needs and fund operating and transaction-related expenses, the Company plans to issue additional

promissory notes to the Sponsor or its affiliates, subject to mutually agreed terms.

The Company will continue to closely monitor its

liquidity position and take appropriate actions to ensure that it maintains sufficient capital resources to complete the business combination.

Concern Consideration and Management Liquidity Plans

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month to November 26, 2025.

As of March 31, 2026, the Company further extended the time to consummate our initial business combination

to March 26, 2026.

As of the date of this report, the Company further extended the time to consummate our initial business combination

to July 26, 2026.

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

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In the event of dissolution and liquidation, the Company’s rights will expire and will be worthless.

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing

of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises

substantial doubt about the ability to continue as a going concern.

On 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 consummation of the initial business combination or converted upon consummation

of the business combination into additional private units at a price of $ 10.00 per unit.

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.

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.

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update

(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going

Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within

the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public

shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern.

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 consummation of the initial

business combination or converted upon consummation of the business combination into additional private units at a price of $ 10.00

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

believes that the Company has sufficient resources to fund its working capital needs through the earlier of the consummation of an

initial business combination or the winding-up of the Company.

The accompanying financial

statements have been prepared in conformity with generally accepted accounting principles in the United States of America

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

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

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

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of the uncertainty.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

2 – SIGNIFICANT ACCOUNTING POLICIES

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

accompanying unaudited financial statements as of March 31, 2026, and for the three months ended March 31, 2026 have been prepared in

accordance with U.S.

accompanying unaudited financial statements as of June 30, 2026, and for the three and six months ended June 30, 2026 have been prepared

in accordance with U.S.

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

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considered for a fair presentation have been included.

Operating results for the three months ended March 31, 2026 are not necessarily

Operating results for the three and six months ended June 30, 2026 are not necessarily

indicative of the results that may be expected for the period ending December 31, 2026, or any future period.

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significantly from those estimates.

and Cash Equivalent

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

and Cash Equivalents

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

The Company had $ 1,656 and $ 461 in cash as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 341 and $ 461 in cash as of June 30, 2026 and December 31, 2025, respectively.

Securities Held in Trust Account

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

in Trust Account are included in interest and dividends earned and in unrealized gains 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 $ 18,259,482 and $ 17,876,466 of marketable securities held in the Trust Account as of March 31, 2026

and December 31, 2025, respectively.

the three months ended March 31, 2026, interest and dividends earned in the Trust Account amounted to $ 158,016 , of which $ 103,332 was

reinvested in the Trust Account, $ 54,684 was recognized as unrealized gain on investments held in the Trust Account.

During the three

months ended March 31, 2025, interest and dividends earned in the Trust Account amounted to $ 737,706 , of which $ 484,684 was reinvested

in the Trust Account, $ 253,022 was recognized as unrealized gain on investments held in the Trust Account.

in Trust Account are included in interest earned and in unrealized gains 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 $ 18,421,078 and $ 17,876,466 of marketable securities held in the Trust Account as of June 30, 2026 and December 31, 2025,

respectively.

the three and six months ended June 30, 2026, interest earned in the Trust Account amounted to $ 161,596 and $ 319,612 , of which $ 108,188

and $ 266,204 was reinvested in the Trust Account, $ 53,408 and $ 53,408 was recognized as unrealized gain on investments held in

the Trust Account.

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

$ 1,479,865 , of which $ 497,026 and $ 1,234,732 was reinvested in the Trust Account, $ 245,133 and $ 245,133 was recognized as unrealized

gain on investments held in the Trust Account.

Costs Associated with the Initial Public Offering

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of uncertain future events.

Accordingly, as of March 31, 2026, ordinary shares subject to possible redemption are presented at redemption

Accordingly, as of June 30, 2026, 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.

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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.

The interest 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

TO UNAUDITED FINANCIAL STATEMENTS

taxes are determined in accordance with the provisions of Accounting Standards Codification Topic 740, “ Income Taxes ”

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There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025.

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 June 30, 2026 and December 31, 2025 .

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.

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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 March 31, 2026 and does not believe

corporation” as a listed Company on Nasdaq.

The management team has evaluated the IR Act as of June 30, 2026 and does not believe

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

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dividends paid to the public stockholders.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

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 March 31, 2026, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised

As of June 30, 2026 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.

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OF BASIC AND DILUTED NET LOSS PER SHARE

income (loss)

June 30, 2026

June 30, 2025

Interest earned

in Trust Account to be allocated to redeemable shares

Net loss excluding investment

income in Trust Account

June 30, 2026

June 30, 2025

Interest earned

in Trust Account to be allocated to redeemable shares

( 1,479,865 )

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

loss excluding investment income in Trust Account

Net loss excluding investment

income in Trust Account

Non-Redeemable

the Three Months Ended For

the Three Months Ended

31, 2026 March

For the Three Months Ended

Non-Redeemable

and diluted net income (loss) per share:

Basic and diluted net income (loss) per share:

of net losses

Interest earned in Trust

Allocation of net income

Denominators:

Weighted-average shares outstanding

Basic and diluted net

income (loss) per share

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

Non-Redeemable

For the Six Months Ended

Non-Redeemable

Basic and diluted net income (loss) per share:

of net losses

$ ( 215,986 )

$ ( 178,380 )

and dividends earned in Trust Account

of net income (loss)

$ ( 169,058 )

income (loss)

Interest earned in Trust

Allocation of net income

$ ( 215,986 )

Denominators:

Weighted-average

shares outstanding

and diluted net income (loss) per share

which can be a corporation or individual, are considered to be related if either the Company or the other party have the ability, directly

or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational

Companies are also considered to be related if they are subject to common control or significant influence.

Weighted-average shares outstanding

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

the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also

considered to be related if they are subject to common control or common significant influence.

Value of Financial Instruments

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Accounting Pronouncements

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s unaudited financial statements.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, requiring

public entities to disclose information about their reportable segments’ significant expenses and other segment items on an

interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU

2023-07, as well as allexisting segment disclosuresand reconciliation requirements in ASC 280 on an interim and annual basis.

Company adopted ASU 2023-07 during the year ended December 31, 2024.

See Note 9 Segment and Geographic Information in the

accompanying notes to the consolidated financial statements for further detail.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

3 – INITIAL PUBLIC OFFERING

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

of March 31, 2026, the ordinary shares reflected in the balance sheet are reconciled in the following table:

OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

proceeds from Public Shares

allocated to public rights

of June 30, 2026, the ordinary shares reflected in the balance sheet are reconciled in the following table:

OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds from public shares

Proceeds allocated to public

( 6,900,000 )

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( 55,413,505 )

of carrying value to redemption value

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

Accretion of carrying value to redemption

measurement of ordinary shares subject to possible redemption (Interest earned in Trust Account)

measurement of ordinary shares subject to possible redemption (additional funding for business combination extension)

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

Ordinary shares subject

to possible redemption (plus any interest earned in the Trust Account)

4 – PRIVATE PLACEMENT

8 unchanged sentences

and transfer restrictions.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

5 – RELATED PARTY TRANSACTIONS

4 unchanged sentences

Representative

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 A.G.P.

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 A.G.P.

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

14 unchanged sentences

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 March 31, 2026 and December 31, 2025, the principal amount due and owing under the Promissory Note were nil , respectively.

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

with Wilmington Trust National Association.

Pursuant to the Trust Agreement, the Company has the right to extend the time for us to

complete our initial business combination 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 for each one-month extension.

On October 23, 2025, the Company issued an unsecured

promissory note in the aggregate principal amount of $ 75,000 (the “Note”) to the sponsor, in exchange for its depositing

such amount into the our trust account in order to extend the amount of time we have available to complete the business combination.

The Note does not bear interest and matures upon the closing of our business combination.

In addition, the Note may 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.

As of June 30, 2026, we

have issued additional unsecured promissory notes to the sponsor in connection with subsequent one-month extensions, resulting in an

aggregate principal amount of $ 375,000 deposited into the trust account for business combination extension purposes.

of June 30, 2026 and December 31, 2025, the principal amount due and owing under the Promissory Note were nil, respectively.

to Related Party

of March 31, 2026 and December 31, 2025, the Company had a temporary payable of $ 912,644 and $ 384,050 to the Sponsor, respectively.

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

of June 30, 2026 and December 31, 2025, the Company had a temporary advance of $ 1,001,114 and $ 384,050 from the Sponsor, respectively.

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

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

Administrative

Services Arrangement

affiliate of the Sponsor will agree that, commencing from the date that the Company’s securities are first listed on NASDAQ

through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the

Company certain general and administrative services, including office space, administrative and support services, as the Company may

require from time to time.

The Company has agreed to pay the affiliate of the Sponsor $ 10,000

per month for these services commencing on the closing date of the initial public offering for 15 months.

For the three months ended

March 31, 2026 and 2025, the Company incurred $ 30,000

and $ 30,000 for

these services in total, included in general and administrative expenses.

affiliate of the Sponsor will agree that, commencing from the date that the Company’s securities are first listed on NASDAQ through

the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain

general and administrative services, including office space, administrative and support services, as the Company may require from time

The Company has agreed to pay the affiliate of the Sponsor $ 10,000 per month for these services commencing on the closing date

of the initial public offering for 15 months.

For the three and six months ended June 30, 2026, the Company incurred $ 30,000 and $ 60,000

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

For the three and six months ended June 30, 2025, the Company

incurred $ 30,000 and $ 60,000 for these services in total, included in General and administrative expenses.

During the six months ended

June 30, 2026 and 2025, we paid administrative expense of $ nil and $ 90,000 , respectively.

Capital Loans

12 unchanged sentences

price of $ 10.00 per unit.

As of March 31, 2026 and December 31, 2025, the principal amount due under the Working Capital Loan was nil .

As of June 30, 2026 and December 31, 2025, the principal amount due under the Working Capital Loan was nil .

6 – SHAREHOLDERS’ DEFICIT

2 unchanged sentences

shares are entitled to one vote for each share.

of March 31, 2026, there were 2,000,900 ordinary shares issued and outstanding, excluding 1,652,509 ordinary shares subject to possible

of June 30, 2026, there were 2,000,900 ordinary shares issued and outstanding, excluding 1,652,509 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

12 unchanged sentences

by affiliates of the Company).

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

7 – COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

securities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital

loans or extension loans (and) are entitled to registration rights pursuant to a registration rights agreement signed on the effective

loans or extension loans are entitled to registration rights pursuant to a registration rights agreement signed on the effective

date of this offering requiring the Company to register such securities for resale.

10 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 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

9 unchanged sentences

These tiers include:

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

2 - Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets

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

Level 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.

Level 2 - Observable inputs

other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets 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.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

OF FAIR VALUE MEASUREMENTS

March 31, 2026

Market Funds (marketable securities held in Trust Account)

December 31, 2025

Market Funds (marketable securities held in Trust Account)

At June 30, 2026

Money Market Funds (cash equivalents)

Money Market Funds (marketable securities held

in Trust Account)

At December 31, 2025

Money Market Funds (cash equivalents)

Money Market Funds (marketable securities held

in Trust Account)

9 – Segment reporting

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about

operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise

that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information

is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding

how to allocate resources and assess performance.

Company’s CODM has been identified as the Chief Executive Officer and the Chief Financial Officer, who review the assets, operating

results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

CODM assesses performance for the single segment and decides how to allocate resources based on net income (loss) that also is

reported on the statement of operations as net income (loss).

The measure of segment assets is reported on the balance sheet as

total assets.

OF SEGMENT REPORTING

Operating expenses:

Formation and operating costs

$ ( 334,383 )

$ ( 163,570 )

General and administrative

Loss from operations

Other income:

Interest from operating account

Interest earned in Trust Account

Unrealized gain on marketable

securities held in Trust Account

(Loss) Income

key measures of segment profit or loss reviewed by the CODM are formation and operational costs.

Formation and operational costs are

reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete the Business Combination

within the Combination Period.

The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual

agreements to ensure costs are aligned with all agreements and budget.

Formation and operational costs, as reported on the statement

of operations, are the significant segment expenses provided to the CODM on a regular basis.

other segment items included in net income are reported on the consolidated statement of operations and described within their respective

10 – Subsequent Events

has evaluated subsequent events through the date of issuance of these condensed consolidated financial statements.

On July 27, 2026,

the Company received notification from The Nasdaq Stock Market LLC (“Nasdaq”) that its application to transfer the listing

of its ordinary shares, units and rights from the Nasdaq Global Market to the Nasdaq Capital Market had been approved, effective as of

the opening of trading on July 29, 2026.

As a result of this transfer, the Company’s securities remain listed on Nasdaq and are subject to the continued listing requirements of

the Nasdaq Capital Market.

The trading symbols for the Company’s securities remain unchanged as “DTSQ,” “DTSQU”

and “DTSQR.” In accordance with ASC 855, Subsequent Events, management has determined that this listing transfer constitutes

a non-financial subsequent event that does not require adjustment to the condensed consolidated financial statements as of and for the

quarter ended June 30, 2026, as it pertains to the listing tier of the Company’s securities rather than to the financial position or

results of operations as of that date.

However, disclosure of this event is provided to inform readers of the Company’s current capital

markets status.

No other subsequent events have occurred that would require recognition or disclosure in these 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