ALIS

Business Context and Reporting Period

Company: Calisa Acquisition Corp (Cayman Islands exempted company)
Filing Type: Form 10-Q (Unaudited)
Reporting Period: Quarter and nine months ended September 30, 2025
Business Model: Special Purpose Acquisition Company (SPAC) formed to effect a merger, capital stock exchange, or asset acquisition. The Company had not commenced revenue-generating operations as of the reporting date.
Key Event: The Company consummated its Initial Public Offering (IPO) on October 23, 2025, shortly after the balance sheet date.

Key Financial Metrics

Results of Operations (Nine Months Ended Sept 30, 2025):

• Formation and Operating Costs: $84,533
• Bank Interest Income: $47
• Net Loss: $(84,486)
• Net Loss Per Share (Basic & Diluted): $(0.04)

Liquidity and Debt:

• Working Capital Deficit: $252,875 (excluding deferred offering costs).
• Related Party Payables: $1,900,000 (Other payable related party) and $241,544 (Due to related party).
• Deferred Offering Costs: $290,301 (Asset).

Material Changes vs. Prior Period

• Asset Growth: Total assets increased from $220,633 to $2,194,422, driven primarily by a $1.9 million cash inflow from a related party in September 2025 in anticipation of the IPO.
• Liability Increase: Total liabilities rose significantly to $2,156,996, largely due to the $1.9 million "Other payable – related party" recorded for funds received for private placement units.
• Equity Reduction: Shareholders' equity decreased from $73,578 to $37,426 due to the accumulation of operating losses ($84,486 for the nine months) partially offset by the issuance of shares to the underwriter ($48,334).
• Stock Split: In June 2025, the Company effected a 4-for-3 forward stock split. All share amounts and par values have been retroactively restated.

Outlook, Risks, and Subsequent Events

Subsequent Events (Post-Sept 30, 2025):

• IPO Completion: On October 23, 2025, the Company completed its IPO of 6,000,000 Units at $10.00 per unit, generating gross proceeds of $60,000,000.
• Private Placement: Simultaneously, 252,500 Private Placement Units were sold to Sponsors and EarlyBirdCapital, Inc. for $2,525,000.
• Trust Account: $60,000,000 was deposited into a Trust Account.
• Over-Allotment: The underwriters terminated their over-allotment option on October 27, 2025, resulting in the forfeiture of 300,000 Founder Shares.

Going Concern: Management has determined that conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company has a working capital deficit and must complete a Business Combination within 18 months of the IPO closing (by April 2027) or face liquidation.

Risks and Contingencies:

• Geopolitical Risk: Ongoing conflicts (Russia-Ukraine, Israel-Hamas) may disrupt global markets and capital availability.
• Related Party Fees: The Company has agreed to pay an administration fee of up to $10,000 per month to a related party and a 3.5% marketing fee to EarlyBirdCapital upon consummation of a business combination.
• Controls: Management concluded that disclosure controls and procedures were not effective as of September 30, 2025.

Investor Verification Checklist

• IPO Proceeds Verification: Confirm the $60,000,000 gross proceeds and the $60,000,000 deposit into the Trust Account as disclosed in subsequent events.
• Related Party Obligations: Review the $1.9 million payable to the Sponsor and the $241,544 due for operating costs to understand the extent of related party reliance.
• Share Forfeiture: Verify the impact of the terminated over-allotment option on the 300,000 Founder Shares subject to forfeiture.
• Going Concern Status: Assess the 18-month deadline to complete a business combination and the implications of liquidation if the deadline is missed.
• Future Expenses: Note the commitment to pay $10,000/month in administration fees and potential 3.5% marketing fees upon a business combination.