| SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation These
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The
accompanying unaudited financial statements as of September 30, 2024, and for the three months and nine months ended September 30, 2024
have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of
management, all adjustments considered for a fair presentation have been included. Operating results for the three months and nine months
ended September 30, 2024 are not necessarily indicative of the results that may be expected for the period ending December 31, 2024,
or any future period. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s unaudited financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used. DT
CLOUD STAR ACQUISITION CORPORATION NOTES
TO UNAUDITED FINANCIAL STATEMENTS Use
of Estimates The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. Cash
and Cash Equivalents The
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 nil Cash
and Marketable Securities Held in Trust Account The
Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance
sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held
in Trust Account are included in interest and dividends earned and unrealized gain on marketable securities held in Trust Account in
the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available
market information. The Company had $ 69,649,464 nil During
both the three and nine months ended September 30, 2024, interest and dividends earned in the Trust Account amounted to $ 649,464 362,706 286,758 no no Offering
Costs Associated with the Initial Public Offering The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”.
Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering. Upon
completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial
Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Rights were
charged to the shareholders’ equity. Offering costs allocated to the ordinary shares were charged against the carrying value of
ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Ordinary
Share Subject to Possible Redemption The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing
Liabilities from Equity The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares
to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary
shares are affected by charges against additional paid-in capital and accumulated deficit if additional paid in capital equals to zero.
The interest and dividends earned by the marketable security held in trust, and the extension fee invest into the marketable security
held in trust, were also recognized in redemption value against additional paid-in capital and accumulated deficit immediately. DT
CLOUD STAR ACQUISITION CORPORATION NOTES
TO UNAUDITED FINANCIAL STATEMENTS Income
Taxes Income
taxes are determined in accordance with the provisions of Accounting Standards Codification Topic 740, “ Income Taxes ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their unaudited financial
statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized
in the unaudited financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The
Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations
may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with
foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months. The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the periods presented. On
August 16, 2022, the U.S. Government enacted legislation commonly referred to as the Inflation Reduction Act. The main provisions of
the Inflation Reduction Act (the “IR Act”) that we anticipate may impact us is a 1% excise tax on share repurchases. Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Because there is possibility that the Company may acquire a U.S. domestic corporation or engage in
a transaction in which a domestic corporation becomes parent or affiliate to the Company and the Company may become a “covered
corporation” as a listed Company in Nasdaq. The management team has evaluated the IR Act as of September 30, 2024 and does not
believe it would have a material effect on the Company, and will continue to evaluate its impact. Net
Income (Loss) per Share The
Company calculates net income (loss) per share in accordance with ASC Topic 260, “ Earnings per Share The
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
events. As of September 30, 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised
or converted into ordinary shares in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same
as basic net income (loss) per ordinary share for the period presented. The
net income (loss) per share presented in the statement of operations is based on the following: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE
For the Three For the Three
Net income (loss) $ 526,781 $ (666 )
Less: Remeasurement to redemption value (8,858,237 ) -
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares (649,464 ) -
Net loss excluding investment income in Trust Account (8,980,920 ) (666 )
For the Nine For the Nine
Net income (loss) $ 474,123 $ (1,996 )
Less: Remeasurement to redemption value (8,858,237 ) -
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares (649,464 ) -
Net loss excluding investment income in Trust Account (9,033,578 ) (1,996 ) DT
CLOUD STAR ACQUISITION CORPORATION NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Non-Redeemable Redeemable Non-Redeemable Redeemable
For the Three Months Ended For the Three Months Ended
September 30, 2024 September 30, 2023
Non-Redeemable Redeemable Non-Redeemable Redeemable
Ordinary Share Ordinary Share Ordinary Share Ordinary Share
Basic and Diluted net income (loss) per share:
Numerators:
Allocation of net losses $ (2,452,307 ) $ (6,528,613 ) $ (666 ) $ -
Interest and dividends earned in Trust Account - 649,464 - -
Accretion of temporary equity - 8,858,237 - -
Allocation of net income (loss) $ (2,452,307 ) $ 2,979,088 $ (666 ) $ -
Denominators:
Weighted-average shares outstanding 1,859,341 4,950,000 1,500,000 -
Basic and diluted net income (loss) per share $ (1.32 ) $ 0.60 $ (0.0004 ) $ -
Non-Redeemable Redeemable Non-Redeemable Redeemable
For the Nine Months Ended For the Nine Months Ended
September 30, 2024 September 30, 2023
Non-Redeemable Redeemable Non-Redeemable Redeemable
Ordinary Share Ordinary Share Ordinary Share Ordinary Share
Basic and Diluted net income (loss) per share:
Numerators:
Allocation of net losses included accretion $ (4,459,840 ) $ (4,573,738 ) $ (1,996 ) $ -
Interest and dividends earned in Trust Account - 649,464 - -
Accretion of temporary equity - 8,858,237 - -
Allocation of net income (loss) $ (4,459,840 ) $ 4,933,963 $ (1,996 ) $ -
Denominators:
Weighted-average shares outstanding 1,620,655 1,662,044 1,500,000 -
Basic and diluted net income (loss) per share $ (2.75 ) $ 2.97 $ (0.0013 ) $ - Related
Parties Parties,
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. Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair
Value Measurements and Disclosures DT
CLOUD STAR ACQUISITION CORPORATION NOTES
TO UNAUDITED FINANCIAL STATEMENTS “Fair
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. U.S. 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:
● 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.
● Level
3 - Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing
the asset or liability. SCHEDULE
OF FAIR VALUE MEASUREMENTS ON RECURRING BASIS
Prices in Other Other
Active Observable Unobservable
Markets Inputs Inputs
At September 30, 2024 (Level 1) (Level 2) (Level 3)
Marketable Securities held in Trust Account $ 69,649,464 $ - $ - As
of September 30, 2023, the Company did not have any assets measured at fair value on a recurring basis. Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution.
The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such
account. Recent
Accounting Pronouncements Management
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. |
