UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission File Number: 001-42910

Calisa Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification Number)

205 W 37th St, New York, NY		10018
(Address of principal executive offices)		(Zip code)

(203) 998-5540

(Issuer’s telephone number including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share and one right	ALISU	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.000075 per share	ALIS	The Nasdaq Stock Market LLC
Rights, each entitling the holder to one-tenth of one ordinary share upon the completion of the Company’s initial business combination	ALISR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 7, 2026, the registrant had 8,427,500 ordinary shares, $0.000075 par value, outstanding.

	INDEX
Part I - Financial Information	2

Item 1 – Financial Statements	2

Consolidated Balance Sheets (Unaudited)	2

Consolidated Statements of Operations (Unaudited)	3

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)	4

Consolidated Statements of Cash Flows (Unaudited)	5

Notes to Unaudited Consolidated Financial Statements	6

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3 – Quantitative and Qualitative Disclosures About Market Risk	16

Item 4 – Controls and Procedures	16

Part II - Other Information	16

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 5 – Other Information	17

Item 6 – Exhibits	17

Signatures	18

Part I - Financial Information

Item 1 – Financial Statements

CALISA ACQUISITION CORP

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30, 2026		December 31, 2025

Assets
Cash and cash equivalents	$	232,017	$	459,048
Prepaid expenses		68,952		129,174
Total current assets		300,969		588,222
Cash and Investments held in trust		61,500,162		60,429,224
Total assets	$	61,801,131	$	61,017,446

Liabilities and Shareholders’ Equity
Accounts payable	$	17,594	$	-
Accrued expenses		-		15
Accrued offering costs		75,000		78,973
Accrued expenses - related party		6,198		6,198
Accrued expenses		6,198		6,198
Total current liabilities		98,792		85,186
Total liabilities		98,792		85,186

Commitments and contingencies		-		-
Ordinary shares subject to possible redemption, 6,000,000 shares at redemption value of $10.25 and $10.07 per share as of June 30, 2026 and December 31, 2025, respectively		61,500,162		60,429,224

Shareholders’ Equity:
Preference shares, $0.000075 par value; 2,666,666 shares authorized; none issued and outstanding		-		-
Ordinary shares, $0.000075 par value; 266,666,666 shares authorized; 2,427,500 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (excluding 6,000,000 shares subject to possible redemption)		182		182
Additional paid-in capital		-		336,822
Retained earnings		201,995		166,032
Total shareholders’ equity		202,177		503,036
Total Liabilities and Shareholders’ Equity	$	61,801,131	$	61,017,446

The accompanying notes are an integral part of the unaudited consolidated financial statements.

CALISA ACQUISITION CORP

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2026			2025			2026			2025
	FOR THE THREE MONTHS ENDED JUNE 30,						FOR THE SIX MONTHS ENDED JUNE 30,
	2026			2025			2026			2025

Formation and operating costs	$	(169,363	)	$	(22,733	)	$	(757,380	)	$	(22,733	)
Loss from operations		(169,363	)		(22,733	)		(757,380	)		(22,733	)

Other Income
Bank interest income		2,132			30			5,512			30
Interest earned on cash and investments held in Trust Account		539,588			-			1,070,938			-
Total other income		541,720			30			1,076,450			30

Net income (loss)	$	372,357		$	(22,703	)	$	319,070		$	(22,703	)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption		6,000,000			-			6,000,000			-
Basic and diluted net income per share, ordinary shares subject to possible redemption	$	0.04		$	-		$	0.04		$	-
Basic and diluted weighted average shares outstanding, ordinary shares, non-redeemable		2,427,500			2,136,082			2,427,500			2,134,715
Basic and diluted net income (loss) per share, ordinary shares, non-redeemable	$	0.04		$	(0.01	)	$	0.04		$	(0.01	)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

CALISA ACQUISITION CORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

FOR THREE AND SIX MONTHS ENDED JUNE 30, 2026

	Shares		Amount		Capital			Deficit)			Equity
	Ordinary Shares				Additional Paid-in			Retained Earnings (Accumulated			Total Shareholders’
	Shares		Amount		Capital			Deficit)			Equity
Balance as of December 31, 2025		2,427,500	$	182	$	336,822		$	166,032		$	503,036
Transaction costs paid on behalf of the Company		-		-		94,000			-			94,000
Subsequent measurement of ordinary shares subject to possible redemption		-		-		(430,822	)		(100,528	)		(531,350	)
Net loss		-		-		-			(53,287	)		(53,287	)
Balance as of March 31, 2026		2,427,500	$	182	$	-		$	12,217		$	12,399
Transaction costs paid on behalf of the Company		-		-		357,009			-			357,009
Subsequent measurement of ordinary shares subject to possible redemption		-		-		(357,009	)		(182,579	)		(539,588	)
Net income		-		-		-			372,357			372,357
Balance as of June 30, 2026		2,427,500	$	182	$	-		$	201,995		$	202,177

FOR THREE AND SIX MONTHS ENDED JUNE 30, 2025

	Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Equity
Balance as of December 31, 2024		2,433,333	$	183	$	152,817	$	(79,422	)	$	73,578
Net income		-		-		-		-			-
Balance as of March 31, 2025		2,433,333	$	183	$	152,817	$	(79,422	)	$	73,578
Issuance of ordinary shares to underwriter		41,667		3		48,331		-			48,334
Net loss		-		-		-		(22,703	)		(22,703	)
Net income (loss)		-		-		-		(22,703	)		(22,703	)
Balance as of June 30, 2025		2,475,000	$	186	$	201,148	$	(102,125	)	$	99,209

The accompanying notes are an integral part of the unaudited consolidated financial statements.

CALISA ACQUISITION CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	FOR THE SIX MONTHS ENDED JUNE 30, 2026			FOR THE SIX MONTHS ENDED JUNE 30, 2025

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	319,070		$	(22,703	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Transaction costs paid on behalf of the Company		451,009			-
Interest earned on cash and investments held in Trust Account		(1,070,938	)		-
Changes in operating assets and liabilities:
Prepaid expenses		60,222			2,133
Accounts payable		17,594			-
Other receivable		-			(150	)
Accrued expenses		(15	)		-
Accrued offering costs		(3,973	)		-
Due to related party		-			20,600

NET CASH USED IN OPERATING ACTIVITIES		(227,031	)		(120	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(227,031	)		(120	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		459,048			1,487
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	232,017		$	1,367

Supplemental disclosure of cash flow information:
Deferred offering costs charged to additional paid-in capital – EBC founder shares	$	-		$	47,880
Deferred offering costs paid by related party	$	-		$	14,550
Accrued offering costs paid by related party	$	-		$	43,705
Issuance of EBC founder shares subscription receivable	$	-		$	454
Contribution of transaction cost	$	451,009		$	-
Subsequent measurement of ordinary shares subject to possible redemption	$	1,070,938		$	-

The accompanying notes are an integral part of the unaudited consolidated financial statements.

CALISA ACQUISITION CORP

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

Description of Business

Calisa Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on March 11, 2024. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

The Company is an early stage and emerging growth company and is subject to the risks associated with early stage and emerging growth companies. The Company’s sponsors are Alisa Group Limited, a British Virgin Islands company, and Calisa Holding LP, a Delaware limited partnership (the “Sponsors”). All activity from inception through June 30, 2026 relates to the Company’s formation, its initial public offering (“IPO”) and the proposed Business Combination with Goodvision AI Inc. (“Goodvision”), as described in Note 8.

On February 24, 2026, Calisa Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Merger Sub”), was formed for purposes of the proposed Business Combination. Merger Sub has no principal operations or revenue-producing activities. As of June 30, 2026, the Company had not commenced any revenue-generating operations and expects to generate non-operating income from the proceeds held in the Trust Account. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s IPO was declared effective on October 20, 2025. On October 23, 2025, the Company consummated the IPO of 6,000,000 units, generating gross proceeds of $60,000,000, and simultaneously sold 252,500 private placement units to the Sponsors and EarlyBirdCapital, Inc. (“EBC”) for gross proceeds of $2,525,000.

Transaction costs related to the IPO amounted to approximately $1,960,106, consisting of $1,200,000 of cash underwriting fees and $760,106 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital was fully depleted upon completion of the IPO.

The Company will have until April 23, 2027 to consummate a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period and has not sought to have shareholders amend the Combination Period to provide for additional time to complete such transaction, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay taxes, if any (less certain amount of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Trust Account

On October 23, 2025, $60,000,000 of the net proceeds from the IPO and the sale of the Private Placement Units was deposited into a trust account (the “Trust Account”). The funds may be held as cash or invested in qualifying U.S. government securities or qualifying money market funds until the earlier of the completion of a Business Combination or distribution of the Trust Account to shareholders. Amounts may be released to pay taxes and certain permitted working capital and dissolution expenses.

Going Concern Consideration

As of June 30, 2026, the Company had $232,017 of cash and cash equivalents outside the Trust Account and working capital of $202,177. The Company has incurred, and expects to continue to incur, significant costs in pursuit of the proposed Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation considered the Company’s mandatory liquidation and subsequent dissolution if a Business Combination is not completed within the Combination Period.

In addition, the mandatory liquidation date is within one year after the expected issuance date of these financial statements. Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. There is no assurance that the Company will complete a Business Combination within the Combination Period. The accompanying unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments consisting of normal recurring accruals necessary for a fair presentation have been included. These interim financial statements should be read in conjunction with the Company’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025. Interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future interim periods.

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company” (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

These exemptions include, among others, an exemption from the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements to hold nonbinding advisory votes on executive compensation and shareholder approval of certain golden parachute payments.

Section 102(b)(1) of the JOBS Act provides that an EGC may take advantage of an extended transition period for complying with new or revised accounting standards. The Company has elected not to opt out of the extended transition period.

As a result, the Company’s financial statements may not be comparable to companies that comply with public company effective dates for new or revised accounting standards.

Use of Estimates

The preparation of the unaudited consolidated financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents were $232,017 and $459,048 as of June 30, 2026 and December 31, 2025, respectively.

Cash and Investments Held in Trust Account

As of June 30, 2026 and December 31, 2025, the Company had $61,500,162 and $60,429,224, respectively, held in the Trust Account, which is presented as “Cash and Investments held in Trust Account” on the accompanying consolidated balance sheets.

Cash and investments held in the Trust Account were comprised of money market funds that invest in U.S. government securities. Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on cash and investments held in the Trust Account are included in interest earned on cash and investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of cash and investments held in the Trust Account is determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash maintained in financial institutions, which at times may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

As of June 30, 2026 and December 31, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant credit risk related to these accounts.

However, any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Offering Costs Associated with the IPO

The Company applies ASC 340-10-S99-1 (SAB Topic 5.A, “Expenses of Offering”) in accounting for offering costs. Offering costs consisted principally of legal, accounting, underwriting and other costs directly related to the IPO. These costs were allocated to the separable financial instruments issued in the IPO based on their relative fair values.

Upon completion of the IPO, offering costs allocated to the Public Shares were charged against the carrying value of ordinary shares subject to possible redemption, and offering costs allocated to the Public Rights were charged to additional paid-in capital. See Note 3 for additional detail regarding the IPO structure and related costs.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with ASC 480, Distinguishing Liabilities from Equity. Ordinary shares that are subject to mandatory redemption are classified as liabilities and measured at fair value. Conditionally redeemable ordinary shares— including shares with redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control—are classified as temporary equity.

The Company’s Public Shares include redemption features that are considered to be outside the Company’s control and, therefore, are classified as ordinary shares subject to possible redemption. As of June 30, 2026 and December 31, 2025, ordinary shares subject to possible redemption of $61,500,162 and $60,429,224 are presented as temporary equity outside of shareholders’ equity respectively.

Immediately upon the closing of the IPO, the Company recognized accretion from the initial carrying value of the ordinary shares subject to possible redemption to their redemption value. Thereafter, the Company recognizes changes in redemption value as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Adjustments to the carrying amount are recorded as charges to additional paid-in capital, or to accumulated deficit if additional paid-in capital is not available.

As of June 30, 2026 and December 31, 2025, ordinary shares subject to possible redemption are reconciled as follows:


Gross Proceeds	$	60,000,000
Less:
Gross proceeds allocated to Public Rights		(874,000	)
Offering costs allocated to Public Shares		(1,930,704	)
Add:
Remeasurement of carrying value to redemption value		3,233,928
Ordinary shares subject to possible redemption, as of December 31, 2025	$	60,429,224

Plus:
Subsequent measurement of ordinary shares subject to possible redemption		1,070,938
Ordinary shares subject to possible redemption, as of June 30, 2026	$	61,500,162

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited consolidated financial statements.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income (loss) per share as the redemption value approximates fair value.

For the three and six months ended June 30, 2026, the Company has not considered the effect of the Rights included in the IPO and Private Placement Units in the calculation of diluted net income (loss) per share, since the conversion of the Rights is contingent upon the occurrence of future events and the inclusion of such Rights would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following:

	2026		2025			2026		2025
	Three months ended June 30,					Six months ended June 30,
	2026		2025			2026		2025
Net income (loss)	$	372,357	$	(22,703	)	$	319,070	$	(22,703	)
Allocation of net loss – redeemable	$	265,101	$	-		$	227,164	$	-
Allocation of net loss – non-redeemable	$	107,256	$	(22,703	)	$	91,906	$	(22,703	)
Weighted-average shares outstanding – redeemable		6,000,000		-			6,000,000		-
Basic and diluted net income per share – redeemable	$	0.04	$	-		$	0.04	$	-
Weighted-average shares outstanding – non-redeemable		2,427,500		2,136,082			2,427,500		2,134,715
Basic and diluted net income (loss) per share – non-redeemable	$	0.04	$	(0.01	)	$	0.04	$	(0.01	)

Fair Value of Financial Instruments

The carrying values of the Company’s financial instruments, which are primarily short-term in nature, approximate fair value. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques used to measure fair value, giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Investments held in the Trust Account that are measured at fair value (such as money market funds investing in U.S. Treasury securities) are generally classified within Level 1.

Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 — unobservable inputs for the asset or liability. The following tables present information about the Company’s assets measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicate the fair value hierarchy of the inputs used to determine such fair values.

SCHEDULE OF FAIR VALUE MEASUREMENTS

Quoted

Significant

Prices in

Other

As of

Active

Observable

Unobservable

June 30,

Markets

Inputs

2026

(Level 1)

(Level 2)

(Level 3)

Assets:

Cash and investments held in Trust Account

61,500,162

Cash and cash equivalent

232,017

Quoted

Significant

Prices in

Other

As of

Active

Observable

Unobservable

December 31,

Markets

Inputs

2025

(Level 1)

(Level 2)

(Level 3)

Assets:

Cash and investments held in Trust Account

60,429,224

Cash and cash equivalent

459,048

Recent Accounting Standards

Management evaluates newly issued accounting standards on an ongoing basis to determine their potential impact on the Company’s financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), requiring public entities to disclose additional information about specified expense categories on an annual and interim basis. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of adoption.

NOTE 3 — INITIAL PUBLIC OFFERING

On October 23, 2025, pursuant to the Company’s IPO, the Company sold 6,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $60,000,000. Each Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination (each, a “Right”). Ten Rights entitle the holder to receive one ordinary share (see Note 7). The Company will not issue fractional shares and only whole shares will trade; accordingly, unless a holder holds Rights in multiples of ten, such holder will not be able to receive or trade the fractional shares underlying the Rights.

The Company granted the underwriters a 45-day option to purchase up to an additional 900,000 Units to cover over-allotments (the “Over-Allotment Option”). On October 27, 2025, the underwriters delivered a termination notice indicating that the Over-Allotment Option would not be exercised.

NOTE 4 — PRIVATE PLACEMENTS

Simultaneously with the closing of the IPO on October 23, 2025, the Sponsors and EBC purchased an aggregate of 252,500 Private Placement Units at $10.00 per unit, generating gross proceeds of $2,525,000. Each Private Placement Unit consists of one ordinary share and one right, and ten Private Rights entitle the holder to receive one ordinary share upon completion of the Company’s initial Business Combination. The Private Placement Units and underlying securities are subject to transfer restrictions until completion of a Business Combination, subject to certain exceptions.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On March 21, 2024, the Sponsors purchased 1,725,000 ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000, representing deferred offering costs paid by the Sponsors on behalf of the Company. Up to 225,000 Founder Shares were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full.

In June 2025, the Company effected a 4-for-3 stock split of its outstanding shares, resulting in an aggregate of 2,300,000 Founder Shares outstanding. All share and per-share amounts have been retroactively adjusted to reflect the stock split. Following the stock split, up to 300,000 Founder Shares were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full.

The underwriters did not exercise the over-allotment option and delivered an over-allotment termination letter dated October 27, 2025. Accordingly, the 300,000 Founder Shares that were subject to forfeiture were forfeited as of December 31, 2025. As of June 30, 2026 and December 31, 2025, the Company had 2,000,000 Founder Shares issued and outstanding (excluding Private Placement Shares and EBC Founder Shares).

EBC Founder Shares

On April 2, 2024, the Company issued 100,000 ordinary shares to EBC (the “EBC Founder Shares”) for a purchase price of $0.0145 per share (aggregate purchase price of $1,450 ). As a result of the stock split described above, the EBC Founder Shares became an aggregate of 133,333 EBC Founder Shares.

On June 25, 2025, the Company issued an additional 41,667 EBC Founder Shares to EBC for a purchase price of $0.0109 per share and an aggregate purchase price of $454. As of June 30, 2026 and December 31, 2025, there were 175,000 EBC Founder Shares issued and outstanding.

The EBC Founder Shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company estimated the fair value of the EBC Founder Shares issued in April 2024 to be approximately $128,000 (or $0.96 per share) and the EBC Founder Shares issued in June 2025 to be approximately $48,334 (or $1.16 per share) using the Black-Scholes option-pricing model.

The Company accounted for the difference between the par value and the estimated fair value of the EBC Founder Shares as deferred offering costs.

The fair value of the EBC Founder Shares was estimated as of April 2, 2024 and June 25, 2025. The Company used the following assumptions in estimating fair value using Level 3 inputs at the measurement dates:

	April 2, 2024			June 25, 2025
Time to expiration		1.91			1.76
Risk-free rate		4.7	%		3.8	%
Volatility		5.0	%		4.1	%
Dividend yield		0.0	%		0.0	%
Probability of completion of business combination		13.4	%		11.8	%

Transfer Restrictions

The Sponsors have agreed, subject to limited exceptions, that the Founder Shares will not be transferred, assigned or sold until the earlier to occur of: (A) six months after the consummation of the Company’s initial business combination or (B) the date on which the Company completes a subsequent liquidation, merger, share exchange, reorganization or other similar transaction following the initial business combination that results in all shareholders having the right to exchange their shares for cash, securities or other property.

EBC has also agreed that the EBC Founder Shares may not be sold, transferred or assigned (except to the same permitted transferees as the Founder Shares, and provided that such transferees agree to the same terms and restrictions) until the consummation of the Company’s initial business combination.

Due to Related Party

The Sponsors have paid certain formation, operating and offering-related costs on behalf of the Company. For the three months ended June 30, 2026 and 2025, the Sponsors paid $0 and $57,379, respectively, on behalf of the Company. For the six months ended June 30, 2026 and 2025, the Sponsors paid $0 and $78,855, respectively. Amounts advanced are due on demand and are non-interest bearing.

As of June 30, 2026 and December 31, 2025, there were no amounts due to the Sponsors.

Accounting and Advisory Services — Related Party

The Company previously engaged Ascendant Global Advisors Inc. (“Ascendant”), an affiliate of Calisa Holding LP, to provide accounting and SEC reporting support. The agreement was terminated in November 2025, and the Company no longer incurs fees under the arrangement.

For the three and six months ended June 30, 2026 and 2025, the Company did not incur fees under this arrangement. Accrued expenses — related party related to Ascendant were $6,198 as of June 30, 2026 and December 31, 2025.

Administration Fee — Related Party

Beginning on the effective date of the registration statement for the IPO, Calisa Holding LP is permitted to charge the Company an allocable share of its overhead, up to $10,000 per month, to compensate it for the Company’s use of office space, utilities and personnel until the completion of a business combination. The Company incurred administration fees of $30,000 and $0 for the three months ended June 30, 2026 and 2025, respectively, and $60,000 and $0 for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026 and December 31, 2025, there were no amounts payable related to the administration fee.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

In connection with the IPO, the Company entered into a registration rights agreement with the holders of the Founder Shares, EBC Founder Shares, Private Placement Units and any Units that may be issued upon conversion of working capital loans (and the underlying securities), pursuant to which such holders are entitled to registration rights requiring the Company to register such securities for resale.

The holders are entitled to make up to three demand registrations (excluding “short-form” registration demands). In addition, the holders have “piggyback” registration rights with respect to registration statements filed following the completion of a Business Combination and the right to require the Company to register such securities for resale pursuant to Rule 415 under the Securities Act. However, the Company is not required to effect or permit any registration statement to become effective until the applicable securities are released from their lock-up restrictions.

In compliance with FINRA Rule 5110(g)(8), the registration rights granted to EBC are limited to demand and piggyback rights for periods of five and seven years, respectively, from the commencement of sales in the IPO, and EBC may only exercise its demand rights on one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 900,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters did not exercise the over-allotment option and delivered an over-allotment termination letter dated October 27, 2025.

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $1,200,000 in the aggregate, which was paid at the closing of the IPO. The cash underwriting discount is included in offering costs (see Note 3).

Business Combination Marketing Agreement

The Company engaged EBC to provide advisory services in connection with the Company’s initial Business Combination, including assisting with shareholder meetings and communications, introducing the Company to potential investors, supporting the shareholder approval process, and assisting with press releases and certain public filings related to the Business Combination.

Upon consummation of the Company’s initial Business Combination, the Company is obligated to pay EBC a success fee equal to 3.5% of the gross proceeds of the IPO (or $2,100,000), consisting of (i) 1.5% payable in cash (or $900,000) and (ii) 2.0% payable, at the Company’s option, in a convertible note with customary terms that is convertible into ordinary shares six months after consummation (or $1,200,000). If the Company does not complete an initial Business Combination, no success fee will be due. In addition, if the Company consummates its initial Business Combination with a target introduced by EBC, the Company will pay EBC a finder’s fee equal to 1.0% of the consideration issued to such target.

Because these fees are contingent upon consummation of an initial Business Combination, no liability was recorded as of June 30, 2026 or December 31, 2025. The Company will evaluate recognition under ASC 450 as facts and circumstances change, including whether the consummation of an initial Business Combination becomes probable and the amounts are reasonably estimable.

Risks and Uncertainties

The Company’s ability to consummate an initial Business Combination may be adversely affected by volatility in credit and capital markets, inflation, supply chain disruptions, geopolitical instability and related sanctions or governmental actions.

These factors could adversely affect the Company’s search for and consummation of an initial Business Combination and the operations of a target business. The unaudited consolidated financial statements do not include adjustments that might result from the outcome of these uncertainties.

NOTE 7 — SHAREHOLDERS’ EQUITY

Preferred Shares — The Company is authorized to issue 2,666,666 shares of preferred shares with a par value of $0.000075 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2026 and December 31, 2025, there were no preferred shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 266,666,666 ordinary shares with a par value of $0.000075 per share. Holders of ordinary shares are entitled to one vote for each share.

In June 2025, the Company effected a 4-for-3 forward split of the outstanding shares. All share amounts have been retroactively adjusted. On October 23, 2025, in connection with the IPO, the Company issued 6,000,000 Public Shares, which are classified as ordinary shares subject to possible redemption and are presented as temporary equity (see Notes 2 and 3)

Up to 300,000 Founder Shares were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised, in order for the Founder Shares to equal 25% of the Company’s issued and outstanding ordinary shares after the IPO (excluding Private Placement Shares and EBC Founder Shares). The underwriters did not exercise the over-allotment option and delivered an over-allotment termination letter on October 27, 2025; accordingly, 300,000 Founder Shares were forfeited as of December 31, 2025.

As of June 30, 2026 and December 31, 2025, there were 2,427,500 ordinary shares issued and outstanding (excluding the Public Shares classified as temporary equity described above).

Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right is entitled to receive one-tenth (1/10) of one ordinary share upon consummation of the Company’s initial business combination. Rights will only convert into a whole number of ordinary shares; accordingly, holders must have ten (10) Rights to receive one (1) ordinary share.

The Company does not issue fractional shares in connection with the conversion of Rights. Any fractional shares that would otherwise be issuable will be rounded down to the nearest whole share (or otherwise addressed in accordance with the applicable provisions of Cayman law).

In the event the Company is not the surviving company upon completion of the initial business combination, each holder of a Right is required to affirmatively convert such Right in order to receive the one-tenth (1/10) of one ordinary share underlying each Right upon consummation of the business combination. If the Company does not complete an initial business combination within the required time period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights are not entitled to any redemption proceeds with respect to such Rights, and the Rights will expire worthless.

Other — Transaction Costs Paid on Behalf of the Company

Pursuant to the Business Combination Agreement, the target paid transaction-related expenses on the Company’s behalf totaling $357,009 and $451,009 during the three and six months ended June 30, 2026, respectively. Because the Company has no obligation to repay these amounts, they were recorded as capital contributions with an offset to additional paid-in capital.

NOTE 8 — BUSINESS COMBINATION AGREEMENT

On March 6, 2026 (the “Execution Date”), the Company entered into a Business Combination Agreement (the “BCA”) with Calisa Merger Sub, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Goodvision AI Inc., a Cayman Islands exempted company (“Goodvision”).

Pursuant to the terms of the BCA, Merger Sub will merge with and into Goodvision (the “Merger” or the “Target”), with Goodvision surviving the Merger as a direct, wholly owned subsidiary of the Company in accordance with the Companies Act (As Revised) of the Cayman Islands, as amended (the “Companies Act”).

The Merger and the other transactions contemplated by the BCA are expected to be consummated in the second half of 2026, following receipt of the required approval by the Company’s and Goodvision’s shareholders and the fulfilment of certain other conditions set forth in the BCA (the “Closing”) and described herein. There is no assurance that the Company will complete a Business Combination within the Combination Period.

Pursuant to the Merger, each ordinary share of Goodvision (“Goodvision Share”) (other than treasury shares and dissenting shares) issued and outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”) will be automatically canceled and extinguished and converted into the right to receive a number of ordinary shares of the Company (“SPAC Shares”) equal to 18,000,000 divided by the number of fully diluted Goodvision Shares outstanding (the “Per Share Merger Consideration”). In order to secure certain indemnification obligations of Goodvision described in the BCA, an aggregate of 10% of the aggregate SPAC Shares otherwise issuable as Per Share Merger Consideration (the “Escrow Shares”) will be deposited in escrow.

In addition, the Goodvision shareholders will be entitled to receive an additional 3,600,000 SPAC Shares (the “Earnout Shares”) upon satisfaction of the following earnout conditions: (i) 1,800,000 Earnout Shares will be issued if (1) Goodvision achieves net revenue for the fiscal year ended September 30, 2026 in excess of $19.9 million, and (2) the daily VWAP of the SPAC Shares is greater than or equal to $12.00 per share for any 20 trading days within any 30 consecutive trading day period commencing after the six month anniversary of the Closing and ending before the sixtieth day after the combined company files its annual report for the fiscal year ended September 30, 2027, and (ii) 1,800,000 Earnout Shares will be issued if (1) Goodvision achieves net revenue for the fiscal year ended September 30, 2027 in excess of $106.0 million, and (2) the daily VWAP of the SPAC Shares is greater than or equal to $15.00 per share for any 20 trading days within any 30 consecutive trading day period commencing after the six month anniversary of the Closing and ending before the sixtieth day after the combined company files its annual report for such fiscal year.

Upon the Closing of the Merger, Goodvision will become a wholly owned subsidiary of the Company, the Goodvision shareholders will become Company shareholders, and the Company will become a holding company operating the business of Goodvision.

Subscription Agreement and Registration Rights Agreement

On April 30, 2026, in furtherance of the transactions contemplated by the BCA, the Company and Goodvision entered into a subscription agreement with an investor. Immediately prior to, and contingent upon, consummation of the Merger, the Company will issue 100,000 Class A ordinary shares to the investor at $10.00 per share for aggregate gross proceeds of $1,000,000. In connection with the subscription agreement, the Company and the investor entered into a registration rights agreement providing registration rights with respect to those shares.

NOTE 9 — SEGMENT INFORMATION

ASC 280, Segment Reporting, establishes standards for a public entity to report information about operating segments using the “management approach.” Operating segments are components of an entity for which discrete financial information is available and that are regularly reviewed by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, and applied the guidance retrospectively to all periods presented. The adoption did not change the Company’s identification of operating segments

The Company’s CODM has been identified as the Chief Executive Officer (the “CODM”), who reviews operating results on a consolidated basis to allocate resources and assess performance. Accordingly, management has determined the Company has one operating and reportable segment.

The CODM assesses performance and allocates resources based on net income (loss), which is reported on the statement of operations. The significant segment expense category regularly provided to the CODM is formation and operating costs. All other segment items included in net income (loss) primarily consist of interest income on investments held in the Trust Account, interest earned on cash held in bank accounts, and income taxes, if any, and are included in the statement of operations and described in the related notes.

SCHEDULE OF REPORTABLE SEGMENT

	Three Months Ended June 30, 2026			Three Months Ended June 30, 2025			Six Months Ended June 30, 2026			Six Months Ended June 30, 2025
Formation and operating costs	$	(169,363	)	$	(22,733	)	$	(757,380	)	$	(22,733	)
Other segment income	$	541,720		$	30		$	1,076,450		$	30
Net income (loss)	$	372,357		$	(22,703	)	$	319,070		$	(22,703	)

The measure of segment assets is total assets as reported on the unaudited consolidated balance sheets. Total assets were $61,801,131 and $61,017,446 as of June 30, 2026 and December 31, 2025, respectively. The CODM also monitors cash and investments held in the Trust Account, which were $61,500,162 and $60,429,224 as of those dates, respectively.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions occurring after June 30, 2026 through the date the unaudited consolidated financial statements were issued.

On July 31, 2026, in furtherance of the transactions contemplated by the BCA, the Company and Goodvision entered into subscription agreements (“Subscription Agreements”) with three investors (collectively, the “Investors”), including Calisa Holding LP, one of the Company’s sponsors, pursuant to which the Company will, immediately prior to, and contingent upon, the consummation of the Merger, issue an aggregate of 800,000 Class A ordinary shares to the Investors at a price of $10.00 per share, for aggregate gross proceeds to the Company of $8 million. The closing of the transactions contemplated by the Subscription Agreements is conditioned upon, among other things, (i) the substantially concurrent consummation of the Merger and (ii) the accuracy of all representations and warranties of Company in the Subscription Agreements (subject to certain bring-down standards). In connection with the Subscription Agreement, the Company and Investors entered into registration rights agreements providing certain registration rights to the Investors with respect to the shares to be sold pursuant to the Subscription Agreements.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “our,” “us” or “we” refer to Calisa Acquisition Corp. The following discussion and analysis should be read together with the unaudited consolidated financial statements and related notes included elsewhere in this report. Certain statements below are forward-looking statements, and actual results may differ materially from those anticipated.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On March 6, 2026, we entered into the BCA with Merger Sub and Goodvision. Under the BCA, Merger Sub will merge with and into Goodvision, with Goodvision surviving as our wholly owned subsidiary. On April 30, 2026, we and Goodvision entered into a subscription agreement with an accredited investor for the issuance, immediately prior to and contingent upon closing of the Merger, of 100,000 Class A ordinary shares at $10.00 per share for aggregate gross proceeds of $1,000,000, and we entered into a related registration rights agreement.

Results of Operations

We have not generated operating revenues. Our activities have consisted of organizational activities, the IPO, public-company compliance and activities related to the proposed Business Combination. We generate non-operating income from cash and investments held in the Trust Account and bank deposits and expect to continue incurring legal, accounting, financial reporting, due-diligence and transaction costs.

For the three months ended June 30, 2026, we had net income of $372,357, consisting of $539,588 of interest earned on cash and investments held in the Trust Account and $2,132 of bank interest income, partially offset by $169,363 of formation and operating costs. For the three months ended June 30, 2025, we had a net loss of $22,703, consisting of $22,733 of formation and operating costs partially offset by $30 of bank interest income.

For the six months ended June 30, 2026, we had net income of $319,070, consisting of $1,070,938 of interest earned on cash and investments held in the Trust Account and $5,512 of bank interest income, partially offset by $757,380 of formation and operating costs. For the six months ended June 30, 2025, we had a net loss of $22,703, consisting of $22,733 of formation and operating costs partially offset by $30 of bank interest income. The increase in interest income in 2026 reflects the proceeds held in the Trust Account following the IPO, and the increase in operating costs primarily reflects public-company and proposed Business Combination costs.

Liquidity and Capital Resources

On October 23, 2025, we consummated the IPO of 6,000,000 Units at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously, we sold 252,500 Private Placement Units to the Sponsors and EBC at $10.00 per unit, generating gross proceeds of $2,525,000.

Upon closing of the IPO, $60,000,000 was placed in the Trust Account. We intend to use substantially all amounts held in the Trust Account, including interest not released for permitted purposes, to complete our initial Business Combination. Any remaining funds following a Business Combination may be used as working capital for the combined business.

As of June 30, 2026, we had $232,017 of cash and cash equivalents outside the Trust Account, $61,500,162 held in the Trust Account, current assets of $300,969 and current liabilities of $98,792, resulting in working capital of $202,177. Cash outside the Trust Account is expected to be used for transaction costs, public-company costs and other operating needs before completion of a Business Combination. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.

For the six months ended June 30, 2026, net cash used in operating activities was $227,031.

We believe the cash held outside the Trust Account may be sufficient to fund our operating needs prior to the completion of a Business Combination. However, if our estimates of the costs of identifying, evaluating, negotiating and completing a Business Combination are less than the actual costs, we may have insufficient funds available and may need to obtain additional financing.

Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Related Party Transactions

Please refer to Note 5 — Related Party Transactions to the unaudited consolidated financial statements.

Other Contractual Obligations

Registration Rights

The holders of the Founder Shares, EBC founder shares, Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement dated October 23, 2025 requiring the Company to register such securities for resale. Subject to certain limitations set forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restriction.

Underwriting Agreement

We granted the underwriters a 45-day option to purchase up to 900,000 additional Units at the IPO price less underwriting discounts and commissions. The underwriters did not exercise the option and delivered an over-allotment termination letter dated October 27, 2025.

The underwriters received a cash underwriting discount of $0.20 per Unit, or $1,200,000 in the aggregate, at the closing of the IPO.

Business Combination Marketing Agreement

We engaged EBC to provide advisory services in connection with our initial Business Combination. Upon consummation of a Business Combination, we will owe EBC a success fee equal to 3.5% of the gross proceeds of the IPO, consisting of $900,000 payable in cash and $1,200,000 payable, at our option, in a convertible note. We may also owe a finder’s fee equal to 1.0% of the consideration issued if the Business Combination is completed with a target introduced by EBC.

Administration Fee — Related Party

Calisa Holding LP may charge us an allocable share of overhead of up to $10,000 per month until completion of a Business Combination. We incurred $30,000 and $60,000 of such fees during the three and six months ended June 30, 2026, respectively.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ materially from those estimates. Our significant accounting policies are described in Note 2 to the unaudited consolidated financial statements.

Recent Accounting Standards

Management evaluates newly issued accounting standards on an ongoing basis to determine their potential impact on the Company’s financial statements.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based on that evaluation, they concluded that as of June 30, 2026, our disclosure controls and procedures were not effective due to the material weakness in our internal controls as a result of inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

On March 21, 2024, Calisa Holding LP, one of our sponsors, acquired an aggregate of 1,725,000 founder shares for an aggregate purchase price of $25,000. Thereafter, it transferred an aggregate of 1,155,750 founder shares to Alisa Group Limited, our other sponsor. Prior to the initial investment in our company of $25,000 by our sponsors, we had no assets, tangible or intangible. In June 2025, we effected a 4-for-3 forward split of our outstanding shares resulting in there being an aggregate of 2,300,000 founder shares outstanding. The issuance of the foregoing securities was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).

On October 23, 2025, the Company consummated the Initial Public Offering of 6,000,000 Units. Each Unit consists of one Ordinary Share, $0.000075 par value, and one Right, each entitling the holder to receive one-tenth of one Ordinary Share upon completion of the Company’s initial Business Combination. The Units were sold at $10.00 per Unit, generating gross proceeds of $60,000,000. EBC acted as sole book-running manager. The securities were registered under the Securities Act on Form S-1 (File No. 333-280565), which was declared effective on October 20, 2025.

Simultaneously with the IPO, the Company completed a private placement of 252,500 Private Placement Units at $10.00 per unit, generating gross proceeds of $2,525,000. The Private Placement Units were purchased by the Sponsors and EBC and are identical to the Units sold in the IPO, subject to customary transfer restrictions. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act.

On October 23, 2025, $60,000,000 was deposited into the Trust Account established with Continental Stock Transfer & Trust Company as trustee in connection with the IPO.

Transaction costs amounted to $1,960,106, consisting of $1,200,000 of cash underwriting fees, and $760,106 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.

For a description of the proceeds generated in the IPO, see Part I, Item 2 of this Form 10-Q.

Item 5 – Other Information

During the quarter ended June 30, 2026, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.

Item 6 – Exhibits

Exhibit No.		Description
10.1		Form of Subscription Agreement (incorporated by reference to the Issuer’s Current Report on Form 8-K dated April 30, 2026)

10.2		Form of Registration Rights Agreement (incorporated by reference to the Issuer’s Current Report on Form 8-K dated April 30, 2026)

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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*	Filed herewith
**	These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CALISA ACQUISITION CORP

Dated: August 7, 2026	By.	/s/ Hongfei Zhang
		Hongfei Zhang
		Chief Executive Officer
		(Principal Executive Officer)

Dated: August 7, 2026	By.	/s/ Jing Lu
		Jing Lu
		Chief Financial Officer
		(Principal Financial and Accounting Officer)