Business Context and Reporting Period
Company: Calisa Acquisition Corp (SPAC)
Reporting Period: Quarter ended March 31, 2026
Status: The Company is a Cayman Islands exempted company formed to effect a business combination. It has not commenced revenue-generating operations. On March 6, 2026, the Company entered into a Business Combination Agreement (BCA) with Goodvision AI Inc. The Company has until April 23, 2027, to consummate a transaction or face mandatory liquidation.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(53,287) | $0 |
| Operating Costs | $(588,017) | $0 |
| Interest Income (Trust) | $531,350 | $0 |
| Cash & Equivalents (Operating) | $259,885 | $1,487 |
| Cash & Investments (Trust) | $60,960,574 | $0 |
| Total Assets | $61,307,158 | $73,578 |
| Total Liabilities | $334,185 | $0 |
| Shareholders' Equity | $12,399 | $73,578 |
Debt: No long-term debt reported. Related party advances were $0 as of March 31, 2026.
Liquidity: Operating cash balance is $259,885. The Trust Account holds $60.96 million, restricted for redemption or business combination purposes.
Material Changes vs. Prior Period
- Operations: The Company transitioned from pre-IPO formation (Q1 2025) to post-IPO operations (Q1 2026). The IPO was consummated on October 23, 2025.
- Income: Q1 2026 reflects significant interest income ($531,350) generated from the Trust Account, which did not exist in Q1 2025.
- Expenses: Formation and operating costs of $588,017 were incurred in Q1 2026, compared to none in Q1 2025.
- Equity Structure: As of March 31, 2026, 6,000,000 Public Shares are classified as temporary equity (subject to redemption) valued at $60,960,574. Permanent shareholders' equity decreased to $12,399 due to the accretion of redeemable shares and net loss.
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 revenue targets ($19.9M in FY2026 and $106.0M in FY2027) and stock price performance.
- Going Concern: Management has determined that conditions raise substantial doubt about the Company's ability to continue as a going concern within one year, as the financial statements do not include adjustments for potential liquidation if the business combination is not completed by April 23, 2027.
- Contingent Liabilities: A success fee of 3.5% of gross IPO proceeds ($2.1 million) is payable to EarlyBirdCapital, Inc. upon consummation of the business combination. No liability is currently recorded as the event is contingent.
- Controls: Management concluded that disclosure controls and procedures were not effective as of March 31, 2026.
Investor Verification Checklist
- Merger Timeline: Verify the status of shareholder approvals and regulatory conditions required to close the Goodvision AI merger by the April 2027 deadline.
- Trust Account Growth: Confirm the interest rate environment and the specific composition of Trust Account investments to ensure the $60.96M balance is maintained for potential redemptions.
- Operating Cash Runway: Assess if the $259,885 in operating cash is sufficient to cover the $588k quarterly burn rate until the merger closes or liquidation occurs.
- Internal Controls: Review the specific material weaknesses cited regarding the ineffectiveness of disclosure controls and procedures.
- Earnout Feasibility: Evaluate the likelihood of Goodvision AI meeting the aggressive revenue targets ($19.9M and $106.0M) required to trigger the 3.6 million earnout shares.