Calisa Acquisition Corp 10-K

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Ordinary Shares, Rights and Units are listed on the Nasdaq Stock Market LLC under the symbols “ALIS,”, “ALISR and “ALISU,” respectively. Holders As of December 31, 2025, there was 6 holders of our shares of Ordinary Shares, 4 holders of our units, and 1 holder of record of our Rights. Dividends We have not paid any cash dividends on our Ordinary Shares to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the board of directors may deem relevant. In addition, our ability to pay dividends may be limited by our outstanding preferred stock and covenants of any existing and future outstanding indebtedness. We do not anticipate declaring any cash dividends to holders of Ordinary Shares in the foreseeable future. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities On March 21, 2024, Calisa Holding LP acquired an aggregate of 1,725,000 founder shares in exchange for a total capital contribution of $25,000. Thereafter, it transferred an aggregate of 1,155,750 founder shares to Alisa Group Limited. 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. Up to 300,000 founder shares are subject to forfeiture if the underwriters’ over-allotment is not exercised in full or in part. On April 2, 2024, we also issued to EarlyBirdCapital, Inc. and its designees an aggregate of 100,000 ordinary shares for an aggregate purchase price of $1,450, or approximately $0.014 per share. As a result of the forward split referred to above, such shares became an aggregate of 133,333 EBC founder shares. We subsequently issued an additional 41,667 EBC founder shares to EBC in June 2025 for an aggregate purchase price of $454, or approximately $0.0109 per share, resulting in an aggregate of 175,000 EBC founder shares. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the 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 and one Right, each Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. EarlyBirdCapital acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-280565). The registration statement became effective on October 20, 2025. Simultaneously with the consummation of the Initial Public Offering, the Company consummated the Private Placement of 252,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,525,000. The Private Placement Units were purchased by the sponsors and EarlyBirdCapital. The Private Placement Units are identical to the Public Units sold in the Initial Public Offering. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or underlying securities (except to certain transferees) until after the completion of the Company’s initial business combination. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The underwriters in the IPO elected to terminate their over-allotment option and hence an aggregate of 300,000 Founder Shares were forfeited by the Sponsors. 60 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. ITEM 6. [RESERVED] Not applicable.