Calisa Acquisition Corp

What they do

Calisa Acquisition Corp is a Cayman Islands exempted company formed to effect a merger or similar business combination. It has no operating revenues and its activities consist of organizational matters, IPO-related compliance, and pursuing a business combination. It has entered a Business Combination Agreement with Goodvision AI Inc., a Cayman Islands company, under which Goodvision will become its wholly owned subsidiary. Funds from its IPO and private placement are held in a trust account until a business combination is completed.

Revenue drivers

• Trust Account Interest Income — The company earns interest on the $60 million IPO proceeds held in the trust account; this is the primary source of income, with $539,588 earned in Q2 2026.
• Bank Interest Income — Minor interest earned on cash balances outside the trust account, totaling $2,132 for Q2 2026.

Recent performance

For the three months ended June 30, 2026, the company reported net income of $372,357, driven by $539,588 of interest earned on trust account investments and $2,132 of bank interest income, offset by $169,363 of formation and operating costs. For the six months ended June 30, 2026, net income was $319,070. As of June 30, 2026, the company had $232,017 cash outside the trust account, $61,500,162 in the trust account, and working capital of $202,177. It has not generated operating revenues.

Strategy

The company intends to complete its initial business combination with Goodvision AI Inc., as outlined in the Business Combination Agreement dated March 6, 2026. It has also entered a subscription agreement for $1 million from an accredited investor, contingent on the merger closing. The company will use trust account proceeds, including interest, to complete the business combination and fund working capital of the combined business. If the merger does not close, it will seek other targets in Asia, with no industry or geographic limitations.

Risks

• Going concern uncertainty — The independent auditors expressed substantial doubt about the company's ability to continue as a going concern due to no operating history and significant costs ahead.
• No operating history or revenues — The company has no operating results and will not generate operating revenues unless it completes a business combination, leaving investors with no basis to evaluate its ability to achieve its objective.
• Inability to consummate business combination — If the Goodvision merger fails to close and no other target is found within the required timeframe, the company may fail to complete an initial business combination and may be forced to liquidate.
• Potential need for additional financing — The company may need to obtain additional financing to complete a business combination or to cover redemption of public shares, which could be uncertain and dilutive.

Outlook

Management expects to use substantially all trust account proceeds to complete the Goodvision merger and will use cash outside the trust account for transaction and operating costs. They believe existing cash outside the trust account is sufficient to fund operations until the closing, but actual costs could exceed estimates. If additional funds are needed, the company may issue securities or incur debt in connection with the business combination.