What changed in this filing

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Item 1. Financial Statements

2025-05-14 compared with 2024-11-12 · 157 added, 232 removed, 493 unchanged (44% of the section changed)

1 unchanged sentence

CLOUD STAR ACQUISITION CORPORATION

September 30,2024

March 31, 2025

December 31, 2024

2 unchanged sentences

Total current assets

Cash and marketable securities held in trust

Marketable securities held in trust

LIABILITIES AND SHAREHOLDERS’ DEFICIT

6 unchanged sentences

Commitments and contingencies (Note 7)

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

Ordinary shares subject to possible redemption, 6,900,000 shares (at redemption price of $ 10.32 and $ 10.21 per share as of March 31, 2025 and December 31, 2024, respectively)

Shareholders’ deficit:

1 unchanged sentence

500,000,000 shares authorized;

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

Share capital receivable

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

Accumulated deficit

1 unchanged sentence

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

For the Three Months Ended

Operating expenses:

Formation and operating costs

$ ( 107,361 )

$ ( 160,019 )

General and administrative expenses

3 unchanged sentences

Interest and dividends earned in Trust Account

Unrealized gained on marketable securities held in Trust Account

Total other income

5 unchanged sentences

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

Number of shares for the three months ended March 31, 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.

accompanying notes to unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Ordinary Shares

Share Capital

Shareholders’ Equity

Balance as of December 31, 2024

Net loss for the period

Balance as of March 31, 2024

Net loss for the period

Balance as of June 30, 2024

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

$ ( 350,476 )

$ ( 350,276 )

( 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

Balance as of March 31, 2025

$ ( 457,898 )

$ ( 457,698 )

For the Nine Months Ended September 30, 2023

For the Three Months Ended March 31, 2024

Ordinary Shares

Share Capital

Shareholders’

Shareholders’ Equity

Balance as of December 31, 2023 (1)

1 unchanged sentence

Balance as of March 31, 2024 (1)

Net loss for the period

Net income (loss) for the period

Balance as of June 30, 2023

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

3 unchanged sentences

STATEMENTS OF CASH FLOWS

September 30, 2024

September 30, 2023

For the Three

March 31, 2025

For the Three

March 31, 2024

Cash flows from operating activities:

1 unchanged sentence

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

1 unchanged sentence

Prepaid expenses

Accrued liabilities

Accrued expense and other liabilities

Deferred offering costs

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

Proceeds from Promissory Sponsor Loan

Net cash generated from financing activities

1 unchanged sentence

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

Cash and cash equivalents at end of period

Supplemental Cash Flow Information:

Cash paid for interest

Cash paid for income taxes

accompanying notes to unaudited financial statements.

3 unchanged sentences

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

It was incorporated as a

Cayman Islands exempted company on November 29, 2022, with the original name of Infinity Star Acquisition Corporation at inception.

name was changed to DT Cloud Star Acquisition Corporation on January 31, 2024.

The Company was formed for the purpose of effecting a

merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses

(the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating

a Business Combination.

It was incorporated as a Cayman Islands exempted

company on November 29, 2022, with the original name of Infinity Star Acquisition Corporation at inception.

The name was changed to DT

Cloud Star Acquisition Corporation on January 31, 2024.

The Company was formed for the purpose of effecting a merger, share exchange,

asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

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

39 unchanged sentences

Offering, subject to applicable law.

balances in the Trust Account as of March 31, 2025 and December 31, 2024 were $ 71,193,993 and $ 70,456,287 , respectively.

CLOUD STAR ACQUISITION CORPORATION

27 unchanged sentences

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

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 Equity .”

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

55 unchanged sentences

TO UNAUDITED FINANCIAL STATEMENTS

Concern Consideration

Concern Consideration and Management Liquidity Plans

Company initially has 15 months from the consummation of the Initial Public Offering to consummate the initial Business Combination.

20 unchanged sentences

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

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.

GAAP”), which contemplate continuation

of the Company 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.

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.

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

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

of this financial statements.

There is no assurance that the Company’s plan to consummate a business combination will be successful.

If a Business Combination is not consummated by the relevant period, there will be a mandatory liquidation and subsequent dissolution.

As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date

that the financial statements are issued.

The financial statement does not include any adjustments that might result from the outcome

of the uncertainty.

2 – SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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

of America (“U.S.

accompanying financial statements have been prepared in accordance with U.S.

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.

accompanying unaudited financial statements as of March 31, 2025, and for the three months ended March 31, 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 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.

In the opinion of management, all adjustments

considered for a fair presentation have been included.

Operating results for the three months ended March 31, 2025 are not necessarily

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

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

Growth Company

17 unchanged sentences

period difficult or impossible because of the potential differences in accounting standards used.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

preparation of financial statements in conformity with U.S.

9 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 $ 444,850 and nil in cash as of September 30, 2024 and December 31, 2023, respectively.

and Marketable Securities Held in Trust Account

The Company had $ 271,508 and $ 411,429 in cash as of March 31, 2025 and December 31, 2024, respectively.

Securities Held in Trust Account

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

2 unchanged sentences

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.

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 $ 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.

The Company had $ 71,193,993 and $ 70,456,287 of marketable securities held in the Trust Account as of March 31, 2025

and December 31, 2024, respectively.

the three months ended March 31, 2025, interest and dividends earned in the Trust Account amounted to $ 484,684 , unrealized gained on

marketable securities held in Trust Account amounted to $ 253,022 .

During the three months ended March 31, 2024, there was no balance

of marketable securities and no related investment income as the account had not opened.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

Costs Associated with the Initial Public Offering

18 unchanged sentences

of uncertain future events.

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

Accordingly, as of March 31, 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.

5 unchanged sentences

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 ”

13 unchanged sentences

There were no unrecognized tax benefits

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.

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

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

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 September 30, 2024 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 March 31, 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

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.

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

As of March 31, 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

September 30, 2024

March 31, 2025

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

March 31, 2024

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

4 unchanged sentences

For the Three Months Ended

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Non-Redeemable

6 unchanged sentences

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:

1 unchanged sentence

Basic and diluted net income (loss) per share

Non-Redeemable

For the Nine Months Ended

September 30, 2024

September 30, 2023

Non-Redeemable

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 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

3 unchanged sentences

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair

Value Measurements and Disclosures ,” approximates the carrying amounts represented in the accompanying balance sheet, primarily

due to their short-term nature.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

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.

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 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.

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

Please refer to Note 8.

Concentration

5 unchanged sentences

effect on the Company’s unaudited financial statements.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

3 – INITIAL PUBLIC OFFERING

21 unchanged sentences

(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:

of March 31, 2025, the ordinary shares reflected in the balance sheet are reconciled in the following table:

SCHEDULED OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

5 unchanged sentences

Accretion of carrying value to redemption value

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

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

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

17 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

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

2 unchanged sentences

December 31, 2023, 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 earlier of (i) December 31, 2024 and (ii) the date on which the Company consummates an IPO or the date on which the Company determines

not to conduct the IPO.

aggregate principal amount of $ 300,000

(the “first Promissory Note”).

The first Promissory Note is non-interest-bearing and payable on the earlier of (i)

December 31, 2024 and (ii) the date on which the Company consummates an IPO or the date on which the Company determines not to

conduct the IPO.

The first Promissory Note terminated and paid back after consummation of IPO on July 29, 2024.

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”).

principal amount of $ 300,000 .

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.

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

to Related Party

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

of March 31, 2025 and December 31, 2024, the Company had a temporary advance of $ 114,500 and $ 84,500 from the Sponsor, respectively.

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

7 unchanged sentences

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

of this offering for 15 months.

of the initial public offering for 15 months.

For the three months ended March 31, 2025 and 2024, the Company incurred $ 30,000 and $ nil

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

During the three months ended March 31, 2025 and 2024,

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

Capital Loans

12 unchanged sentences

price of $10.00 per unit.

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

As of March 31, 2025 and December 31, 2024, 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 September 30, 2024, there were 2,000,900 ordinary shares issued and outstanding, excluding 6,900,000 ordinary shares subject to possible

of March 31, 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

15 unchanged sentences

7 – COMMITMENTS AND CONTINGENCIES

and Uncertainties

is currently assessing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the

virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company,

the specific impact is not readily determinable as of the date of these unaudited financial statements.

The unaudited financial statements

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

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

15 unchanged sentences

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

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

8– FAIR VALUE MEASUREMENTS

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

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.

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 March 31, 2025

Money Market Funds (marketable securities held in Trust Account)

At December 31, 2024

Money Market Funds (marketable securities held in Trust Account)

9 – SUBSEQUENT EVENTS

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

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