Business Context and Reporting Period
Company: Calisa Acquisition Corp (a Cayman Islands exempted company and Special Purpose Acquisition Company).
Reporting Period: Fiscal year ended December 31, 2025.
Business Model: A "blank check" company formed to effect a merger, stock exchange, asset acquisition, or similar business combination. The Company has no operating history and generated no operating revenues to date.
Key Event: On October 23, 2025, the Company consummated its Initial Public Offering (IPO) of 6,000,000 Units at $10.00 per unit, raising $60,000,000. Simultaneously, it completed a private placement of 252,500 units for $2,525,000. $60,000,000 was deposited into a Trust Account.
Subsequent Event: On March 6, 2026, the Company entered into a definitive Business Combination Agreement to merge with GoodVision AI Inc.
Key Financial Metrics
| Metric | Year Ended Dec 31, 2025 | Period Inception to Dec 31, 2024 |
|---|---|---|
| Net Income (Loss) | $245,454 | $(79,422) |
| Operating Costs | $(190,582) | $(79,459) |
| Interest Income (Trust Account) | $429,224 | $0 |
| Total Assets | $61,017,446 | $220,633 |
| Cash & Investments in Trust | $60,429,224 | $0 |
| Cash & Cash Equivalents (Operating) | $459,048 | $1,487 |
| Total Liabilities | $85,186 | $147,055 |
| Shareholders' Equity | $503,036 | $73,578 |
| Working Capital | $503,036 | N/A |
Note: The filing does not provide specific debt figures other than related party payables which were settled or accrued. The Company has no long-term debt.
Material Changes vs. Prior Period
- Capitalization: The Company transitioned from a pre-IPO entity with minimal assets ($220,633) to a public company with over $61 million in assets, primarily driven by the October 2025 IPO and private placement.
- Profitability: The Company moved from a net loss of $79,422 in 2024 to a net income of $245,454 in 2025. This shift is primarily due to $429,224 in interest income earned on the Trust Account, which offset operating costs.
- Liquidity: Operating cash increased from $1,487 to $459,048, while $60,000,000 was restricted in the Trust Account for the business combination.
- Share Structure: Following a 4-for-3 forward split in June 2025 and the IPO, 6,000,000 Public Shares are subject to redemption. 300,000 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option.
Outlook, Risks, and Management Commentary
Outlook and Guidance
The Company has until April 23, 2027 (18 months from IPO closing) to consummate a business combination. If unsuccessful, the Company will liquidate and redeem Public Shares at a pro-rata share of the Trust Account (approximately $10.07 per share as of Dec 31, 2025, plus interest).
Management has entered into a definitive agreement with GoodVision AI Inc. (March 2026). The transaction is subject to shareholder approval and other customary closing conditions.
Risks and Contingencies
- Going Concern: The independent auditor has expressed substantial doubt about the Company's ability to continue as a going concern, as the business plan is dependent on completing a business combination within the prescribed timeframe.
- Redemption Risk: Public shareholders may redeem shares for cash upon the business combination. If redemptions are significant, the Company may lack sufficient cash to complete the transaction or meet the $5,000,001 net tangible asset requirement.
- China-Related Risks: A majority of officers and directors have ties to China. The Company faces risks related to PRC regulations, including cybersecurity reviews, data privacy laws, and foreign investment restrictions, which could delay or prevent a combination with a Chinese target.
- Internal Controls: Management concluded that disclosure controls and procedures were not effective as of December 31, 2025, due to a lack of segregation of duties and insufficient written policies.
- Investment Company Act: There is a risk the Company could be deemed an unregistered investment company if it holds too many investment securities, which could force liquidation.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance and interest accrual in the Trust Account to confirm the redemption price per share.
- GoodVision AI Merger Status: Confirm the progress of the shareholder vote and regulatory approvals required for the GoodVision AI Inc. business combination.
- Redemption Thresholds: Review the proxy statement for the proposed merger to understand the redemption rights and the potential impact on the Company's net tangible assets.
- Internal Control Remediation: Assess management's plan to remediate the material weaknesses in internal controls over financial reporting identified in the 10-K.
- Related Party Fees: Verify the terms of the Business Combination Marketing Agreement with EarlyBirdCapital (3.5% of gross proceeds) and the administration fee ($10,000/month) to understand post-transaction costs.