Calisa Acquisition Corp

Calisa Acquisition Corp (the "Company") is a blank check company, incorporated on March 11, 2024, as a Cayman Islands exempted company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities ¹. The Company has focused its search on target businesses in Asia, specifically excluding entities with China operations consolidated through a variable interest entity (VIE) structure ². To date, the Company has not generated any operating revenues and does not expect to do so until the earliest completion of its initial Business Combination ³.

The core business model of Calisa Acquisition Corp is to identify and acquire a target business, leveraging cash held in its Trust Account, proceeds from private financings, and its equity as consideration ⁴. The Company aims to target businesses with enterprise values greater than what could be acquired solely with the net proceeds from its Initial Public Offering (IPO) and Private Placement, potentially requiring additional financing ⁵. The Company's operations are primarily focused on the search, evaluation, and eventual consummation of a Business Combination, rather than generating revenue from products or services.

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

As of December 31, 2025, the Company's total assets were $61,017,446 ¹³, a significant increase from $220,633 ¹⁴ as of December 31, 2024. This increase is largely attributable to the $60,429,224 ¹⁵ in cash and investments held in the Trust Account, which was established following the IPO. Current assets as of December 31, 2025, were $588,222 ¹⁶, including cash and cash equivalents of $459,048 ¹⁷ and prepaid expenses of $129,174 ¹⁸. Total liabilities stood at $85,186 ¹⁹ as of December 31, 2025, down from $147,055 ²⁰ in the prior year, with accrued offering costs of $78,973 ²¹ and accrued expenses of $6,198 ²² (including related party). Shareholders' equity was $503,036 ²³ as of December 31, 2025, compared to $73,578 ²⁴ as of December 31, 2024. The Company had 2,427,500 ²⁵ ordinary shares issued and outstanding (excluding 6,000,000 ²⁶ shares subject to redemption) as of December 31, 2025, with a par value of $0.000075 ²⁷ per share.

A significant operational development during the reported period was the consummation of the IPO on October 23, 2025, which involved the sale of 6,000,000 Units at $10.00 per Unit, generating gross proceeds of $60,000,000 ²⁸. Simultaneously, a private placement of 252,500 units at $10.00 per unit generated $2,525,000 ²⁹ in total proceeds. Transaction costs for the IPO amounted to $1,960,106 ³⁰, comprising $1,200,000 ³¹ in cash underwriting fees and $760,106 ³² in other offering costs. 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., a Cayman Islands exempted company, where Merger Sub will merge into Goodvision AI Inc., making Goodvision a wholly-owned subsidiary of the Company ³³.

The Company's primary objective for the upcoming period is to complete its initial Business Combination by April 23, 2027 ³⁴. While the Company has entered into a Business Combination Agreement with Goodvision AI Inc. on March 6, 2026, the completion of this transaction is subject to customary closing conditions, including shareholder approval ³⁵. The Company anticipates using substantially all of the funds held in the Trust Account, including any interest earned, to complete this initial Business Combination ³⁶.

A major growth area for the Company is the successful integration and operation of Goodvision AI Inc. following the proposed merger. The filing indicates that the Company's future success will be entirely dependent on the future performance of a single business, which, if the Goodvision AI Inc. merger is completed, would be Goodvision AI Inc. ³⁷. The success of the combined company will depend on market acceptance of its products and services, its ability to develop and commercialize existing and new offerings, and its capacity to identify new markets for its technology ³⁸. This also entails adapting to rapidly changing technology, evolving industry standards, and changing regulations ³⁹.

Operationally, the Company expects to incur increased expenses as a public company, covering legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses related to searching for and completing a Business Combination ⁴⁰. The Company's management believes that the funds available outside the Trust Account, approximately $600,000 ⁴¹, will be sufficient to cover operating expenditures until April 23, 2027 ⁴². However, if the estimated costs for identifying a target, conducting due diligence, and negotiating a Business Combination are underestimated, the Company may face insufficient funds ⁴³.

Regarding capital allocation, the Company has not yet paid any cash dividends on its Ordinary Shares and has no current plans to do so, intending to retain future earnings for operations, expansion, and debt repayment ⁴⁴. The Company may seek to raise additional funds through private offerings of debt or equity securities in connection with the completion of its initial Business Combination, especially if the cash portion of the purchase price exceeds the amount available from the Trust Account after redemptions ⁴⁵. The Company has also committed to paying EarlyBirdCapital, Inc. a service fee of 3.5% of the gross proceeds of the IPO, or $2,100,000 ⁴⁶, upon the consummation of its initial Business Combination, with 1.5% ($900,000 ⁴⁷) payable in cash and 2.0% ($1,200,000 ⁴⁸) payable in a convertible note ⁴⁹. Additionally, a finder's fee of 1.0% ⁵⁰ of the total consideration will be paid if EBC introduces the target business ⁵¹.

The Company explicitly flags several structural headwinds and execution risks. Its ability to complete a Business Combination may be impacted by the fact that certain sponsors' limited partners are non-U.S. persons, and a majority of officers and directors have significant ties to China, potentially making the Company less attractive to non-PRC target companies ⁵². This could limit the pool of acquisition candidates and make it harder to complete a Business Combination with a non-China-based target ⁵³. Furthermore, the Company's search for a Business Combination may be adversely affected by global economic conditions, including volatility in credit and capital markets, inflationary pressures, supply chain disruptions, and heightened geopolitical instability ⁵⁴.

The Company faces material risks including the possibility of not completing its initial business combination by April 23, 2027 ⁵⁵, which would lead to liquidation and public shareholders potentially receiving only approximately $10.00 per share ⁵⁶, or less in certain circumstances, with rights expiring worthless. Intense competition from other blank check companies, private equity groups, and operating businesses for acquisition targets could increase the cost of a business combination or hinder the ability to find a suitable target ⁵⁷. Geopolitical risks are significant, particularly given that a majority of the Company's officers and directors have significant ties to China, which may limit the pool of acquisition candidates outside the PRC and subject the Company to complex and rapidly evolving PRC laws and regulations concerning foreign investment, antitrust, cybersecurity, and data protection ⁵⁸. For instance, the New Measures for Cybersecurity Review require data processors handling personal information of more than one million users to apply for cybersecurity review when going public abroad ⁵⁹. The Company also highlights the risk of third-party claims against the Trust Account, which could reduce the per-share redemption amount to less than $10.00 ⁶⁰. Additionally, if the Company is deemed an investment company under the Investment Company Act, it could be forced to liquidate ⁶¹.

Management's message emphasizes the Company's status as a blank check company focused on identifying and completing a Business Combination, with a stated intention to focus on target businesses in Asia, specifically excluding those with China operations consolidated through a VIE structure. The Company has already entered into a Business Combination Agreement with Goodvision AI Inc. on March 6, 2026, which is subject to shareholder approval and other closing conditions. Management expects to generate non-operating income from interest on Trust Account investments and anticipates increased expenses as a public company, including legal, financial reporting, and due diligence costs. The strategic priorities include the timely completion of the initial Business Combination by April 23, 2027 ⁶², careful management of the $60,000,000 ⁶³ held in the Trust Account, and the potential pursuit of additional financing to support larger acquisition targets. Management acknowledges the substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed within the prescribed period.