Calisa Acquisition Corp
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 7, 2026
ALIS$8.45+0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023852
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001493152-26-036558
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 33 previous paragraphs and 33 current paragraphs.
13 unchanged; 10 reworded; 10 added; 9 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
For the six months ended June 30, 2026, net cash used in operating activities was $227,031.
Current report
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.
Current report
Administration Fee — Related Party
Current report
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.
Current report
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.
Current report
Management evaluates newly issued accounting standards on an ongoing basis to determine their potential impact on the Company’s financial statements.
Removed paragraphs (9)
Previous report
On March 6, 2026, we 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 BCA, Merger Sub will merge with and into Goodvision, the separate corporate existence of Merger Sub will cease, and Goodvision will be the surviving corporation and will continue as a wholly-owned subsidiary of the Company (the “Merger”). For additional information regarding Goodvision, the BCA and the transactions contemplated thereby, see the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 9, 2026.
Previous report
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the initial public offering (“IPO”). Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after the IPO. After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates. We expect our expenses to increase substantially after the closing of the IPO.
Previous report
The increase in interest income in 2026 is attributable to the proceeds held in the Trust Account following the IPO, while no such income was earned during the comparable period in 2025.
Previous report
Following the closing of the IPO, an amount of $60,000,000 from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in a trust account. The funds held in the Trust Account may be invested in U.S. government securities with a maturity of 185 days or less. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous report
On October 27, 2025, the underwriters elected to terminate their over-allotment option.
Previous report
We have engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a service fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO. In addition, the Company will pay EBC a service fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination and the amount will be payable in cash and is due at the closing date of the initial Business Combination.
Previous report
Administration Fee
Previous report
Commencing on the effective date of the registration statement, Calisa Holding LP will be allowed to charge the Company an allocable share of its overhead, up to $10,000 per month to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and personnel.
Previous report
The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies or estimates and all the significant accounting policies are described in the Note 2 of the consolidated financial statements.
Reworded paragraphs (10)
Previous wording
References to the “Company,” “our,” “us” or “we” refer to Calisa Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Current wording
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.
Previous wording
We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Current wording
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.
Previous wording
For the three months ended March 31, 2026, we had a net loss of $53,287, which consists of a loss of $588,017 derived from formation and operating costs offset by interest earned on cash and investments held in Trust Account of $531,350 and bank interest income of $3,380.
Current wording
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.
Previous wording
On October 23, 2025, we consummated our IPO of Units, at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 252,500 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsors and EarlyBirdCapital, Inc. (“EBC”), generating total gross proceeds of $2,525,000.
Current wording
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.
Previous wording
As of March 31, 2026, we had $259,885 in cash held outside the Trust Account and $60,960,574 held in the Trust Account. 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.
Current wording
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.
Previous wording
Please refer to Financial Statements Note 5 – Related Party Transactions
Current wording
Please refer to Note 5 — Related Party Transactions to the unaudited consolidated financial statements.
Previous wording
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 restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Current wording
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.
Previous wording
We granted the underwriters a 45-day option from the date of IPO to purchase up to 900,000 additional Units to cover over-allotments, at the IPO price less the underwriting discounts and commissions.
Current wording
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.
Previous wording
The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $1,200,000 in the aggregate (or $1,380,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the IPO.
Current wording
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.
Previous wording
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on both an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and related disclosures.
Current wording
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. We are evaluating the impact of adoption.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For the three months ended March 31, 2025, we had a net loss of $0, as the Company had not yet commenced significant operations.