Business Context and Reporting Period
Company: Calisa Acquisition Corp (SPAC)
Reporting Period: Quarter and six months ended June 30, 2026
Status: Emerging Growth Company and Shell Company. The Company was formed to effect a business combination. On March 6, 2026, it entered into a Business Combination Agreement (BCA) with Goodvision AI Inc. The Company has until April 23, 2027, to consummate a transaction or liquidate.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
|---|---|---|
| Net Income (Loss) | $319,070 | $(22,703) |
| Operating Costs | $(757,380) | $(22,733) |
| Interest Income (Trust Account) | $1,070,938 | $0 |
| Cash & Equivalents (Outside Trust) | $232,017 | $1,367 |
| Trust Account Balance | $61,500,162 | N/A (IPO consummated Oct 2025) |
| Working Capital | $202,177 | N/A |
| Total Liabilities | $98,792 | N/A |
Material Changes vs. Prior Period
- Revenue & Profit: The Company reported a net income of $319,070 for the six months ended June 30, 2026, compared to a net loss of $22,703 in the prior year period. This reversal is driven entirely by interest income earned on the Trust Account ($1.07M) following the October 2025 IPO, which did not exist in the comparable 2025 period.
- Operating Expenses: Formation and operating costs increased significantly to $757,380 (6 months 2026) from $22,733 (6 months 2025), reflecting public company compliance costs and expenses related to the proposed business combination with Goodvision AI Inc.
- Liquidity: Cash held outside the Trust Account decreased from $459,048 at year-end 2025 to $232,017 at June 30, 2026, due to operating cash outflows of $227,031.
- Trust Account Growth: The Trust Account balance grew from $60,429,224 (Dec 31, 2025) to $61,500,162 (June 30, 2026) due to accrued interest.
Outlook, Risks, and Contingencies
- Business Combination: The Company is pursuing a merger with Goodvision AI Inc., expected to close in the second half of 2026. The deal includes an earnout structure contingent on Goodvision's revenue targets and the combined company's stock price.
- Going Concern: Management has determined that conditions raise substantial doubt about the Company's ability to continue as a going concern. This is due to the mandatory liquidation requirement if a business combination is not completed by April 23, 2027.
- Contingent Liabilities: Upon consummation of the merger, the Company owes EarlyBirdCapital, Inc. (EBC) a success fee of $2.1 million (3.5% of IPO gross proceeds), consisting of $900,000 cash and $1.2 million in a convertible note. No liability is currently recorded as the transaction is not yet closed.
- Internal Controls: The Company disclosed a material weakness in internal controls over financial reporting due to inadequate segregation of duties and insufficient written policies.
- Subsequent Events: On July 31, 2026, the Company entered into subscription agreements to raise an additional $8 million in PIPE financing contingent on the merger closing.
Investor Verification Checklist
- Merger Timeline: Verify the likelihood of closing the Goodvision AI Inc. merger before the April 23, 2027, deadline.
- Trust Account Yield: Monitor the interest rate environment affecting the $61.5M Trust Account balance, which drives current profitability.
- Working Capital Sufficiency: Assess if the $232,017 in operating cash is sufficient to fund operations and transaction costs until the merger closes or liquidation occurs.
- Success Fee Impact: Confirm the impact of the $2.1M contingent fee to EBC on the post-merger capital structure.
- Internal Control Remediation: Review plans to address the material weakness in internal controls identified in Item 4.