Calisa Acquisition Corp

Calisa Acquisition Corp (the "Company") operates as a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on March 11, 2024 ¹. Its primary business objective is to effect a merger, stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities ². 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 ³. The search for target businesses is focused on Asia, but the Company is not limited to any specific industry or geographic region, with the explicit exclusion of entities with China operations consolidated through a variable interest entity (VIE) structure ⁴.

The core business model of Calisa Acquisition Corp is to identify and acquire an operating business. Revenue generation is currently non-existent from operations, with non-operating income expected in the form of interest income on investments held in the Trust Account ⁵. The Company's primary customer segments are not applicable as it is a blank check company seeking an acquisition target. The Company intends to consummate its initial Business Combination using cash held in the Trust Account, proceeds from private financings, and its equity as consideration ⁶.

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, which offset formation and operating costs of $190,582 ¹⁰. In contrast, 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.

Key financial metrics for the year ended December 31, 2025, include total assets of $61,017,446 ¹⁴, with cash and investments held in the Trust Account totaling $60,429,224 ¹⁵. Current assets were $588,222 ¹⁶, including cash and cash equivalents of $459,048 ¹⁷ and prepaid expenses of $129,174 ¹⁸. Total current liabilities were $85,186 ¹⁹, comprising accrued offering costs of $78,973 ²⁰, accrued expenses of $6,198 ²¹, and accrued expenses – related party of $6,198 ²². Shareholders' equity stood at $503,036 ²³, with retained earnings of $166,032 ²⁴. The Company had 6,000,000 ²⁵ ordinary shares subject to possible redemption at a value of $10.07 ²⁶ per share, totaling $60,429,224 ²⁷. Basic and diluted net income per share for ordinary shares subject to possible redemption was $0.07 ²⁸, and for non-redeemable ordinary shares was $0.07 ²⁹.

Year-over-year, the Company transitioned from a net loss of $79,422 ³⁰ in 2024 to a net income of $245,454 ³¹ in 2025, primarily due to the significant interest income generated from the Trust Account following the IPO in October 2025. Total assets increased substantially from $220,633 ³² in 2024 to $61,017,446 ³³ in 2025, reflecting the proceeds from the IPO and private placement. Similarly, shareholders' equity grew from $73,578 ³⁴ to $503,036 ³⁵.

Significant operational developments during the period include the consummation of an Initial Public Offering (IPO) on October 23, 2025, where 6,000,000 ³⁶ Units were sold at $10.00 ³⁷ per Unit, generating gross proceeds of $60,000,000 ³⁸. Simultaneously, a private placement of 252,500 ³⁹ units at $10.00 ⁴⁰ per unit generated total proceeds of $2,525,000 ⁴¹. The underwriters for the IPO terminated their over-allotment option on October 27, 2025, resulting in the forfeiture and cancellation of 300,000 ⁴² 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., with Goodvision AI Inc. expected to become a wholly-owned subsidiary of the Company ⁴³.

Calisa Acquisition Corp's primary outlook is centered on the successful completion of its initial Business Combination. The Company has until April 23, 2027 ⁴⁴, which is 18 months from the closing of the IPO, to consummate a Business Combination ⁴⁵. If a Business Combination is not completed within this timeframe, the Company will cease all operations except for winding up, redeem 100% of its Public Shares at a per-share price equal to the aggregate amount then on deposit in the Trust Account (including interest earned and not previously released to pay taxes, less up to $100,000 ⁴⁶ for dissolution expenses), and then liquidate and dissolve ⁴⁷.

The Company has already entered into a Business Combination Agreement (BCA) on March 6, 2026, with Calisa Merger Sub and Goodvision AI Inc., a Cayman Islands exempted company ⁴⁸. Pursuant to the BCA, Calisa Merger Sub will merge with and into Goodvision AI Inc., with Goodvision AI Inc. surviving as a direct, wholly-owned subsidiary of the Company ⁴⁹. This transaction is subject to customary closing conditions, including approval by the Company's shareholders ⁵⁰. The Company's search for target businesses is focused on Asia, but it will not consummate an initial Business Combination with an entity or business with China operations consolidated through a variable interest entity (VIE) structure ⁵¹.

Regarding its financial trajectory, the Company expects to incur increased expenses as a result of being a public company, including legal, financial reporting, accounting, and auditing compliance costs, as well as due diligence expenses related to searching for and completing a Business Combination ⁵². The Company anticipates generating non-operating income in the form of interest income on investments held in the Trust Account ⁵³. Management 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 business, conducting due diligence, and negotiating a Business Combination are less than actual costs, the Company may have insufficient funds and may need to raise additional financing, potentially through issuing additional securities or incurring debt ⁵⁶.

The Company's planned capital allocation includes using substantially all funds in the Trust Account, including interest earned, to complete its initial Business Combination ⁵⁷. If equity or debt securities are used as consideration, or if not all funds from the Trust Account are used for the acquisition or redemptions, the balance may be applied for general corporate purposes, such as maintaining or expanding operations of the post-transaction company, paying principal or interest on indebtedness, or funding other asset purchases or working capital ⁵⁸. The Company will bear the expenses incurred in connection with the filing of registration statements for the resale of Founder Shares, EBC Founder Shares, and Private Placement Units ⁵⁹. A success fee of 3.5% ⁶⁰ of the gross proceeds of the IPO ($2,100,000 ⁶¹) is payable to EBC upon consummation of the initial Business Combination, with 1.5% ⁶² ($900,000 ⁶³) in cash and 2.0% ⁶⁴ ($1,200,000 ⁶⁵) in a convertible note ⁶⁶. An additional finder's fee of 1.0% ⁶⁷ of the total consideration is payable to EBC if it introduces the target business ⁶⁸.

Structural headwinds and execution risks explicitly flagged by management include intense competition from other entities, including other blank check companies, private equity groups, and operating businesses seeking strategic acquisitions ⁶⁹. The obligation to pay cash for Public Shareholders exercising redemption rights may reduce resources available for the initial Business Combination ⁷⁰. The fact that certain of the Sponsors' limited partners are non-U.S. persons and a majority of officers and directors have significant ties to China may limit the pool of acquisition candidates outside the PRC and make the Company a less attractive partner to non-PRC target companies ⁷¹. Geopolitical and regulatory factors, particularly concerning China, pose significant risks, including potential restrictions on foreign ownership in certain industries, the need for PRC regulatory approvals (such as antitrust and national security reviews), and evolving cybersecurity and data protection laws that could delay or prevent a Business Combination ⁷². Changes in PRC government policies, regulations, and enforcement of laws, which can occur quickly and with little notice, could significantly impact the ability to operate profitably in the PRC post-combination ⁷³.

The Company faces material risks, primarily stemming from its nature as a blank check company with no operating history. A significant risk is the inability to complete an initial business combination by April 23, 2027 ⁷⁴, which would lead to liquidation and redemption of public shares at approximately $10.00 ⁷⁵ per share, or less in certain circumstances, and the expiration of rights worthless ⁷⁶. The Company's financial condition may be unattractive to potential targets if too many public shareholders exercise redemption rights, potentially preventing the Company from meeting minimum net worth or cash closing conditions, as it must maintain at least $5,000,001 ⁷⁷ in net tangible assets post-redemption ⁷⁸. Intense competition for attractive target businesses, coupled with the potential for target companies to demand improved financial terms, could increase the cost of an initial business combination or lead to an inability to find a suitable target ⁷⁹. Geopolitical risks are substantial, particularly given that a majority of the Company's officers and directors have significant ties to China ⁸⁰. This 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, and data protection, which could delay or prevent a business combination or negatively impact post-combination operations ⁸¹. Furthermore, the Company's independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about its ability to continue as a "going concern" due to significant expected costs in pursuit of acquisition plans and the mandatory liquidation if a business combination is not completed within the prescribed period ⁸².

Management's message to shareholders emphasizes the Company's objective as a blank check company to effect a business combination, with a stated focus on target businesses in Asia, while explicitly excluding those with China operations consolidated through a VIE structure. They have already taken a significant step by entering into a Business Combination Agreement with Goodvision AI Inc. on March 6, 2026 ⁸³, which is a key strategic priority. Management acknowledges the financial challenges, noting the independent auditor's "going concern" paragraph, but expresses belief that the $600,000 ⁸⁴ of proceeds held outside the Trust Account will be sufficient to operate until the April 23, 2027 ⁸⁵ deadline for completing a business combination. They also highlight the expectation of incurring increased expenses as a public company and for due diligence, and the potential need for additional financing if costs exceed estimates or if significant redemptions occur.