Calisa Acquisition Corp

Calisa Acquisition Corp (the "Company") is a blank check company, incorporated on March 11, 2024, as a Cayman Islands exempted company, with the sole purpose of effecting a business combination with one or more businesses or entities ¹. The Company has not generated any operating revenues to date and does not expect to do so until the earliest completion of its initial Business Combination ². Its business model is centered on identifying and acquiring a target business, primarily focusing its search on businesses in Asia, though it is not limited to any specific industry or geographic region ³. The Company explicitly states it will not consummate its initial Business Combination with an entity or business with China operations consolidated through a variable interest entity (VIE) structure ⁴. The Company intends to use cash held in its Trust Account, proceeds from private financings, and its equity as consideration for a Business Combination ⁵.

The Company's operations are structured around the search for and consummation of a Business Combination. It generates non-operating income from interest on investments held in its Trust Account ⁶. The primary customer segments are not applicable as the Company is a blank check company, and its revenue generation is entirely dependent on the successful acquisition and subsequent operation of a target business. There are no platform or ecosystem dynamics described in the filing.

For the fiscal year ended December 31, 2025, the Company reported a net income of $245,454 ⁷. This was primarily driven by interest earned on cash and investments held in the Trust Account, amounting to $429,224 ⁸, and bank interest income of $6,812 ⁹, offset by formation and operating costs of $190,582 ¹⁰. In comparison, for the period from March 11, 2024 (inception) through December 31, 2024, the Company had a net loss of $79,422 ¹¹, consisting of $79,459 ¹² in formation and operating costs and $37 ¹³ in bank interest income.

As of December 31, 2025, the Company's total assets were $61,017,446 ¹⁴, with cash and cash equivalents of $459,048 ¹⁵ and cash and investments held in the Trust Account of $60,429,224 ¹⁶. Total liabilities stood at $85,186 ¹⁷. The Company had 6,000,000 ¹⁸ ordinary shares subject to possible redemption at a value of $10.07 ¹⁹ per share, totaling $60,429,224 ²⁰. Shareholders' equity was $503,036 ²¹, comprising $182 ²² in ordinary shares, $336,822 ²³ in additional paid-in capital, and $166,032 ²⁴ in retained earnings. The diluted EPS for the year ended December 31, 2025, was $0.07 ²⁵ for both redeemable and non-redeemable ordinary shares.

During the reported period, the Company consummated its Initial Public Offering (IPO) on October 23, 2025, selling 6,000,000 Units at $10.00 ²⁶ per Unit, generating gross proceeds of $60,000,000 ²⁷. Simultaneously, a private placement of 252,500 ²⁸ units at $10.00 ²⁹ per unit generated $2,525,000 ³⁰ in total proceeds. Transaction costs for the IPO amounted to $1,960,106 ³¹, including $1,200,000 ³² in cash underwriting fees and $760,106 ³³ in other offering costs. The underwriters' over-allotment option was terminated on October 27, 2025, resulting in the forfeiture and cancellation of 300,000 ³⁴ Founder Shares held by the Sponsors. On March 6, 2026, subsequent to the fiscal year-end, the Company entered into a Business Combination Agreement with Calisa Merger Sub and Goodvision AI Inc., where Goodvision AI Inc. will become a wholly-owned subsidiary of the Company ³⁵.

The Company's primary objective is to complete an initial Business Combination, with a deadline of April 23, 2027 ³⁶. While the Company has entered into a Business Combination Agreement with Goodvision AI Inc. on March 6, 2026, the filing notes that the rest of the Annual Report assumes this transaction will not be consummated, and the Company will seek another target business ³⁷. The Company intends to use the funds held in its Trust Account, proceeds from private financings, and its equity as consideration for a Business Combination ³⁸. If the cash portion of the purchase price exceeds the amount available from the Trust Account, net of redemptions, the Company may seek additional financing through a private offering of debt or equity securities ³⁹.

The Company has focused its search on target businesses in Asia, but it will not pursue an initial Business Combination with an entity or business with China operations consolidated through a variable interest entity (VIE) structure ⁴⁰. The Company has generated no revenues to date and does not expect to generate operating revenues until after the completion of its initial Business Combination ⁴¹. It anticipates generating non-operating income from interest on investments held in the Trust Account ⁴².

The Company expects to incur increased expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to searching for and completing a Business Combination ⁴³. The Company has engaged EBC as an advisor for its Business Combination, with a success fee of 3.5% ⁴⁴ of the gross proceeds of the IPO ($2,100,000 ⁴⁵), payable upon consummation of the initial Business Combination. This fee consists of 1.5% ⁴⁶ in cash ($900,000 ⁴⁷) and 2.0% ⁴⁸ in a convertible note ($1,200,000 ⁴⁹). An additional finder's fee of 1.0% ⁵⁰ of the total consideration is payable if EBC introduces the target business ⁵¹. The Company will also pay Calisa Holding LP up to $10,000 ⁵² per month for administrative services until the completion of a Business Combination ⁵³.

The Company believes that the approximately $600,000 ⁵⁴ of proceeds held outside the Trust Account will be sufficient to cover operating expenditures until April 23, 2027 ⁵⁵. However, if estimates for identifying a target, due diligence, and negotiation costs are insufficient, the Company may need additional financing ⁵⁶. The Company's capital allocation plans include bearing the expenses incurred in connection with the filing of registration statements for the Founder Shares, EBC Founder Shares, and Private Placement Units ⁵⁷. The Company has not paid any cash dividends to date and has no current plans to do so, intending to retain future earnings for operations, expansion, and debt repayment ⁵⁸.

The Company's ability to complete a Business Combination may be impacted by global economic conditions, including volatility in credit and capital markets, inflationary pressures, supply chain disruptions, and heightened geopolitical instability ⁵⁹. The deadline for completing an initial Business Combination is April 23, 2027 ⁶⁰, and failure to do so will result in the Company ceasing operations, redeeming public shares at a per-share price equal to the aggregate amount in the Trust Account (less up to $100,000 ⁶¹ for dissolution expenses), and liquidating ⁶².

The Company faces significant risks, primarily stemming from its nature as a blank check company with no operating history or revenues, and the mandatory liquidation if an initial business combination is not completed by April 23, 2027 ⁶³. This deadline may grant potential target businesses leverage in negotiations and limit the Company's due diligence capabilities ⁶⁴. The Company's financial condition may be unattractive to targets if a large number of public shareholders exercise their redemption rights, potentially preventing the Company from meeting minimum net worth or cash closing conditions ⁶⁵. Intense competition from other blank check companies, private equity groups, and operating businesses for acquisition opportunities may increase the cost of a business combination or hinder the ability to find a suitable target ⁶⁶. The ability of public shareholders to redeem shares for cash may limit the Company's ability to complete the most desirable business combination or optimize its capital structure, potentially leading to dilutive equity issuances or higher indebtedness ⁶⁷. If the Company is unable to complete its initial business combination, public shareholders may receive only approximately $10.00 ⁶⁸ per share, or less in certain circumstances, and rights will expire worthless ⁶⁹. Third-party claims against the Trust Account could reduce the per-share redemption amount below $10.00 ⁷⁰, and the Sponsors' indemnification obligations may not be satisfiable ⁷¹. The Company's substantial ties to China, with a majority of officers and directors having significant ties to the PRC, may limit the pool of acquisition candidates outside the PRC and subject the Company to complex and rapidly evolving PRC laws and regulations, including those related to foreign investment, antitrust, cybersecurity, data protection, and currency conversion ⁷². These regulations could delay or prevent a business combination, impose fines, restrict operations, or adversely affect the value of the Company's securities ⁷³. Changes in U.S. laws, such as the HFCAA and AHFCAA, could restrict the ability to combine with certain companies, particularly those in China, and potentially lead to delisting from Nasdaq if the auditor is not subject to PCAOB inspection ⁷⁴.

Management's message emphasizes the Company's role as a blank check company focused on identifying and executing a Business Combination, primarily targeting businesses in Asia, while explicitly avoiding those with China operations consolidated through a VIE structure. The overall tone suggests a diligent approach to identifying a suitable target, acknowledging the inherent challenges and risks of a blank check company. Key strategic priorities include the timely consummation of an initial Business Combination by April 23, 2027 ⁷⁵, careful financial management to ensure sufficient liquidity outside the Trust Account (estimated at approximately $600,000 ⁷⁶) to cover operating expenses, and adherence to regulatory requirements, particularly those related to potential international acquisitions and public company compliance. Management also highlights the ongoing efforts to manage costs, such as the termination of the accounting service agreement in November 2025 ⁷⁷, and the expectation to generate non-operating income from interest on Trust Account investments.