ALIS 10-K & 10-Q changes, risk factors and insider trading

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 conjunctiontogether with the unaudited consolidated financial statements and therelated notes relatedincluded thereto.elsewhere in this report. Certain information contained in the discussion and analysis set forthstatements below includes are forward-looking statements.statements, Ourand actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.anticipated.

We are a blank check company incorporated as a Cayman Islands exempted company andto formed for the purpose of effectingeffect a merger, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses.

On October 23, 2025, we consummated ourthe IPO of Units,6,000,000 Units at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously withSimultaneously, the closing of our IPO, we consummated the sale ofsold 252,500 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsors and EarlyBirdCapital,EBC Inc.at (“EBC”),$10.00 per unit, generating total gross proceeds of $2,525,000.

As of MarchJune 31,30, 2026, we had $259,885$232,017 inof cash heldand cash equivalents outside the Trust AccountAccount, and $60,960,574$61,500,162 held in the Trust Account.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.

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

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 provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until 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.restriction.

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

The underwriters were entitled toreceived a cash underwriting discount of $0.20 per Unit, or $1,200,000 in the aggregateaggregate, (or $1,380,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable uponat the closing of the IPO.

Administration Fee — Related Party

CommencingCalisa on the effective date of the registration statement, Calisa Holding LP will be allowed tomay charge the Companyus an allocable share of its overhead,overhead of up to $10,000 per month tountil completion of a Business Combination. We incurred $30,000 and $60,000 of such fees during the close of the Business Combination, to compensate it for the Company’s use of its office, utilitiesthree and personnel.six months ended June 30, 2026, respectively.

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of AmericaGAAP 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.disclosures. Actual results could differ materially differ from those estimates. We have not identified any critical accounting policies or estimates and all theOur significant accounting policies are described in the Note 2 ofto the unaudited consolidated financial statements.

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 requiresrequiring public entities to disclose additional information about specific specified 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, 2026,2026 and for interim reportingperiods periodswithin fiscal years beginning after December 15, 2027.2027, Earlywith early adoption permitted. isWe permitted. The Company is currentlyare evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and related disclosures.adoption.