Business Context and Reporting Period
Calisa Acquisition Corp, a Cayman Islands exempt company and emerging growth company, filed this Form 8-K on October 23, 2025, to report the consummation of its Initial Public Offering (IPO). The company is a special purpose acquisition company (SPAC) with securities trading on The Nasdaq Stock Market LLC under the symbols ALISU (Units), ALIS (Ordinary Shares), and ALISR (Rights).
Key Financial Metrics
- Gross Proceeds from IPO: $60,000,000 from the sale of 6,000,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $2,525,000 from the sale of 252,500 Private Placement Units at $10.00 per Unit.
- Total Capital Raised: $62,525,000.
- Trust Account Balance: $60,000,000 deposited in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company.
- Debt and Liquidity: The filing does not provide specific details on outstanding debt or operating cash flow beyond the proceeds deposited in the trust account.
Material Changes and Events
The primary material event is the transition from a private entity to a public company via the IPO. Simultaneously, the company completed a private placement with its sponsors (Alisa Group Limited and Calisa Holding LP) and the underwriter representative (EarlyBirdCapital, Inc.).
On October 27, 2025, the underwriters elected not to exercise the over-allotment option. Consequently, 300,000 ordinary shares held by the sponsors were forfeited and cancelled.
Outlook, Risks, and Contingencies
Business Combination Timeline: The company has 18 months from the closing of the IPO to complete an initial business combination. If unsuccessful, the company must liquidate and redeem public shares.
Trust Account Restrictions: Funds in the trust account are generally restricted until the completion of a business combination, liquidation, or specific shareholder votes. Interest earned may be released to pay taxes and winding-up expenses.
Lock-up Agreements: Purchasers of the Private Placement Units have agreed not to transfer their units until the completion of the initial business combination, subject to customary exceptions.
Investor Verification Checklist
- Verify the audited balance sheet (Exhibit 99.1) to confirm the exact cash position and any initial expenses deducted from proceeds.
- Review the press release (Exhibit 99.2) for details on the use of proceeds outside the trust account.
- Confirm the specific terms of the 18-month deadline for the initial business combination in the Amended and Restated Memorandum and Articles of Association.
- Monitor the status of the over-allotment option, which was terminated, resulting in the forfeiture of sponsor shares.