What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-14 · 160 added, 87 removed, 563 unchanged (30% of the section changed)

1 unchanged sentence

CLOUD STAR ACQUISITION CORPORATION

March 31, 2025

June 30, 2025

December 31, 2024

11 unchanged sentences

Commitments and contingencies (Note 7)

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)

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)

Shareholders’ deficit:

1 unchanged sentence

500,000,000 shares authorized;

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

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

Accumulated deficit

5 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Operating expenses:

Formation and operating costs

$ ( 163,570 )

General and administrative expenses

11 unchanged sentences

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

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.

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.

accompanying notes to unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

Ordinary Shares

Shareholders’ Equity

Shareholders’

Balance as of December 31, 2024

6 unchanged sentences

$ ( 457,698 )

For the Three Months Ended March 31, 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 June 30, 2025

$ ( 568,559 )

$ ( 568,359 )

For the Six Months Ended June 30, 2024

Ordinary Shares

Share Capital

Shareholders’ Equity

Shareholders’

Balance as of December 31, 2023 (1)

1 unchanged sentence

Balance as of March 31, 2024 (1)

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

is not exercised in full or in part.

Net loss for the period

Balance as of June 30, 2024 (1)

Includes up to an aggregate

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

in full or in part.

accompanying notes to unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

For the Three

March 31, 2025

For the Three

March 31, 2024

For the Six Months Ended

Cash flows from operating activities:

Net income (loss)

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

Adjustments to reconcile net 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

( 1,479,865 )

Change in operating assets and liabilities:

Prepaid expenses

Accrued expense and other liabilities

Deferred offering costs

Amount due to sponsor

Deferred offering costs

Accrued liabilities

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from Promissory Sponsor Loan

Net cash generated from financing activities

Proceeds from Promissory Note - Sponsor

Net cash provided by financing activities

NET CHANGE IN CASH

Cash at beginning of period

Cash and cash equivalents at end of period

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

Supplemental Cash Flow Information:

54 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.

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

CLOUD STAR ACQUISITION CORPORATION

94 unchanged sentences

TO UNAUDITED FINANCIAL STATEMENTS

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.

Concern Consideration and Management Liquidity Plans

23 unchanged sentences

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.

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.

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.

8 unchanged sentences

of the uncertainty.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

2 – SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

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

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.

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.

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

1 unchanged sentence

considered for a fair presentation have been included.

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

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.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

growth company

26 unchanged sentences

significantly from those estimates.

and Cash Equivalents

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

and Cash Equivalent

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

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

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

Securities Held in Trust Account

7 unchanged sentences

market information.

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

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

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 ,

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.

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.

Costs Associated with the Initial Public Offering

18 unchanged sentences

of uncertain future events.

Accordingly, as of March 31, 2025, ordinary shares subject to possible redemption are presented at redemption

Accordingly, as of June 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.

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 March 31, 2025 and December 31, 2024.

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.

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 March 31, 2025 and does not believe

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.

8 unchanged sentences

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

As of June 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

March 31, 2025

June 30, 2025

For the Three

March 31, 2024

June 30, 2024

Net income (loss)

1 unchanged sentence

Net loss excluding investment income in Trust Account

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2025

June 30, 2024

Net income (loss)

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

( 1,479,865 )

Net loss excluding investment income in Trust Account

Non-Redeemable

2 unchanged sentences

For the Three Months Ended

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

Non-Redeemable

11 unchanged sentences

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.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

Non-Redeemable

For the Six Months Ended

For the Six Months

June 30, 2025

Ended June 30, 2024

Non-Redeemable

Ordinary Share

Basic and diluted net income (loss) per share:

Allocation of net losses

$ ( 169,058 )

Interest and dividends earned in Trust Account

Allocation of net income (loss)

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 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.

Value of Financial Instruments

35 unchanged sentences

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

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

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

SCHEDULED OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

7 unchanged sentences

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

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

4 – PRIVATE PLACEMENT

8 unchanged sentences

and transfer restrictions.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

5 – RELATED PARTY TRANSACTIONS

12 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 “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.

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.

1 unchanged sentence

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

The Promissory Note is non-interest-bearing and payable on the date which the Company consummates an initial

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.

to Related Party

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.

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.

CLOUD STAR ACQUISITION CORPORATION

7 unchanged sentences

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 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 three months ended March 31, 2025 and 2024,

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

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.

Capital Loans

12 unchanged sentences

price of $ 10.00 per unit.

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

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

of June 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 of the Initial Public Offering, which

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.

CLOUD STAR ACQUISITION CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

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

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.

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 March 31, 2025

At June 30, 2025

Money Market Funds (marketable securities held in Trust Account)

5 unchanged sentences

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