Calisa Acquisition Corp 10-Q

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 March 31, 2026 OR ☐ 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 May 15, 2026, the registrant had 8,427,500 ordinary shares, $ 0.0001 par value, outstanding. INDEX Part I - Financial Information 2 Item 1 – Consolidated 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 17 Item 3 – Quantitative and Qualitative Disclosures About Market Risk 19 Item 4 – Controls and Procedures 19 Part II - Other Information 20 Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 5 – Other Information 20 Item 6 – Exhibits 21 Signatures 22 1 Part I - Financial Information Item 1 – Financial Statements CALISA ACQUISITION CORP CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 2026 2025 Assets Cash and cash equivalents $ 259,885 $ 459,048 Prepaid expenses 86,699 129,174 Total current assets 346,584 588,222 Cash and Investments held in trust 60,960,574 60,429,224 Total assets $ 61,307,158 $ 61,017,446 Liabilities and Shareholders’ Equity Accounts payable $ 252,987 $ - 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 334,185 85,186 Total liabilities 334,185 85,186 Commitments and contingencies - - Ordinary shares subject to possible redemption, 6,000,000 shares at redemption value of $ 10.16 and $ 10.07 per share as of March 31, 2026 and December 31, 2025, respectively 60,960,574 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 March 31, 2026 and December 31, 2025 (excluding 6,000,000 shares subject to possible redemption) 182 182 Additional paid-in capital - 336,822 Retained earnings 12,217 166,032 Total shareholders’ equity 12,399 503,036 Total Liabilities and Shareholders’ Equity $ 61,307,158 $ 61,017,446 The accompanying notes are an integral part of the unaudited consolidated financial statements. 2 CALISA ACQUISITION CORP CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Three Months Ended March 31, Ended March 31, 2026 2025 Formation and operating costs $ ( 588,017 ) $ - Loss from operations $ ( 588,017 ) $ - Other income Bank interest income 3,380 - Interest earned on cash and investments held in Trust Account 531,350 - Total other income 534,730 - Net loss $ ( 53,287 ) $ - Basic and diluted weighted average ordinary shares outstanding, ordinary subject to possible redemption 6,000,000 - Basic and diluted net loss per share, common stock subject to redemption $ ( 0.01 ) $ - Basic and diluted Weighted average ordinary shares outstanding, ordinary shares, non-redeemable 2,427,500 2,133,333 Basic and diluted net loss per share, common stock, non-redeemable $ ( 0.01 ) $ - The accompanying notes are an integral part of the unaudited consolidated financial statements. 3 CALISA ACQUISITION CORP CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) FOR THREE MONTHS ENDED MARCH 31, 2026 Shares Amount Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Total Shareholders’ Equity Balance as of January 1, 2026 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 FOR THREE MONTHS ENDED MARCH 31, 2025 Shares Amount Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Balance as of January 1, 2025 2,433,333 $ 183 $ 152,817 $ ( 79,422 ) $ 73,578 Balance 2,433,333 $ 183 $ 152,817 $ ( 79,422 ) $ 73,578 Net income - - - - - Net income (loss) - - - - - Balance as of March 31, 2025 2,433,333 $ 183 $ 152,817 $ ( 79,422 ) $ 73,578 Balance 2,433,333 $ 183 $ 152,817 $ ( 79,422 ) $ 73,578 The accompanying notes are an integral part of the unaudited consolidated financial statements. 4 CALISA ACQUISITION CORP CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For Three For Three Months Ended Months Ended March 31, 2026 March 31, 2025 Cash flows from operating activities: Net loss $ ( 53,287 ) $ - Adjustments to reconcile net loss to net cash used in operating activities: Transaction costs paid on behalf of the Company 94,000 - Interest earned on cash and investments held in Trust Account ( 531,350 ) - Changes in current assets and liabilities: Prepaid expense 42,475 - Accounts Payable 252,987 - Accrued expenses ( 15 ) ( 4,266 ) Accrued offering costs ( 3,973 ) ( 17,210 ) Net cash used in operating activities ( 199,163 ) ( 21,476 ) Cash flows from financing activities: Proceeds from due to related party - 21,476 Net cash provided by financing activities - 21,476 Net decrease in cash and cash equivalents ( 199,163 ) - Cash and cash equivalents at beginning of period 459,048 1,487 Cash and cash equivalents at end of period $ 259,885 $ 1,487 Supplemental disclosure of noncash investing and financing activities Contribution of transaction cost $ 94,000 - Subsequent measurement of ordinary shares subject to possible redemption $ 531,350 - The accompanying notes are an integral part of the unaudited consolidated financial statements. 5 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 (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of 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”). As of March 31, 2026, the Company had not commenced any revenue-generating operations. All activity for the period from March 11, 2024 (inception) through March 31, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering” or “IPO”), and the execution of the Business Combination Agreement (“BCA”) with Goodvision AI Inc., as described further in Note 8. On February 24, 2026, Calisa Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of the Company, was formed for purposes of the Business Combination Agreement and to serve as the surviving company following the contemplated reincorporation merger in connection with the proposed Business Combination. Calisa Merger Sub has no principal operations or revenue-producing activities. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company expects to generate non-operating income in the form of interest and other income from the proceeds held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on October 20, 2025. On October 23, 2025, the Company consummated the IPO of 6,000,000 units (the “Units” and with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 60,000,000 , which is described in Note 3, and the sale of 252,500 Units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit in a private placement to the Sponsors and EarlyBirdCapital, Inc. (“EBC”), that was closed simultaneously with the IPO. 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. 6 The Trust Account On October 23, 2025, a total of $ 60,000,000 of the net proceeds from the Initial Public Offering and proceeds of the sale of the Private Placement Units was deposited in a trust account (the “Trust Account”) and will be held as cash or in demand deposit accounts or invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described herein. The proceeds held in the Trust Account may be released to the Company to pay taxes, if any, and for certain permitted working capital and dissolution expenses as described in the Company’s governing documents. Going Concern Consideration As of March 31, 2026, the Company had $ 259,885 in its operating bank account. The Company has incurred and expects to continue to incur significant costs in the pursuit of its acquisition plans and the consummation of a 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, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying 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 consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited consolidated financial statements as of March 31, 2026 and for the three months then ended, have been prepared in accordance with GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals), considered for a fair presentation have been included. The unaudited consolidated 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. The 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 accompanying 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. 7 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 all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2026 and December 31, 2025, the Company had cash and cash equivalent of $ 259,885 and $ 459,048 respectively. Cash and Investments Held in Trust Account As of March 31, 2026 and December 31, 2025, the Company had $ 60,960,574 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 March 31, 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. 8 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 March 31, 2026 and December 31, 2025, ordinary shares subject to possible redemption of $ 60,960,574 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 March 31, 2026 and December 31, 2025, ordinary shares subject to possible redemption are reconciled as follows: SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION 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 531,350 Ordinary shares subject to possible redemption, as of March 31, 2026 $ 60,960,574 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 March 31, 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. 9 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 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 months ended March 31, 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: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE For the three months ended March 31, 2026 For the three months ended March 31, 2025 Net loss $ ( 53,287 ) $ - Allocation of net loss – redeemable $ ( 38,749 ) $ - Allocation of net loss – non-redeemable $ ( 14,538 ) $ - Weighted-average shares outstanding – redeemable 6,000,000 - Basic and diluted net loss per share – redeemable $ ( 0.01 ) $ - Weighted-average shares outstanding – non-redeemable 2,427,500 2,133,333 Basic and diluted net loss per share – non-redeemable $ ( 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 March 31, 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 Significant Prices in Other Other As of Active Observable Unobservable March 31, Markets Inputs Inputs 2026 (Level 1) (Level 2) (Level 3) Assets: Cash and investments held in Trust Account $ 60,960,574 $ 60,960,574 $ — $ — Cash and cash equivalent 259,885 259,885 - - Quoted Significant Significant Prices in Other Other As of Active Observable Unobservable December 31, Markets Inputs Inputs 2025 (Level 1) (Level 2) (Level 3) Assets: Cash and investments held in Trust Account $ 60,429,224 $ 60,429,224 $ — $ — Cash and cash equivalent 459,048 459,048 - - 10 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 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. NOTE 3 — INITIAL PUBLIC OFFERING As of March 31, 2026, there were 6,000,000 Public Shares outstanding that are classified as ordinary shares subject to possible redemption in accordance with ASC 480, Distinguishing Liabilities from Equity. The Public Shares are redeemable at the option of the holder in connection with the Company’s initial business combination and are therefore presented as temporary equity. The Company adjusts the carrying value of ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. The redemption value is equal to the amount held in the Trust Account, including interest earned on funds held in the Trust Account and not previously released to pay taxes or permitted withdrawals. As of March 31, 2026 and December 31, 2025, the balance in the Trust Account was $ 60,960,574 and $ 60,429,224 , respectively. The following table presents the roll-forward of ordinary shares subject to possible redemption for the three months ended March 31, 2026: SCHEDULED OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Amount Ordinary shares subject to possible redemption — December 31, 2025 $ 60,429,224 Add: Interest earned on cash and investments held in Trust Account 531,350 Ordinary shares subject to possible redemption — March 31, 2026 $ 60,960,574 For the three months ended March 31, 2026, the increase in the carrying value of ordinary shares subject to possible redemption was recorded as an adjustment to additional paid-in capital of $ 430,822 , with the remainder of $ 100,528 recorded as an adjustment to accumulated deficit. 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 a price of $ 10.00 per unit, generating total proceeds of $ 2,525,000 ( 192,500 units purchased by the Sponsors and 60,000 units purchased by EBC and/or its designees). Each Private Placement Unit consists of one ordinary share and one right (a “Private Right”), and ten Private Rights entitle the holder to receive one ordinary share upon completion of the Company’s initial Business Combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units (including the underlying securities) are not transferable, assignable or salable until the 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 March 31, 2026 and December 31, 2025, the Company had 2,000,000 Founder Shares issued and outstanding (excluding Private Placement Shares and EBC Founder Shares). 11 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 March 31, 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: SCHEDULE OF ASSUMPTIONS TO ESTIMATE FAIR VALUE 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. Amounts advanced by the Sponsors are due on demand and are non-interest bearing. For the three months ended March 31, 2026 and 2025, the Sponsors paid $ 0 and $ 21,476 , respectively, on behalf of the Company. As of March 31, 2026 and December 31, 2025, there were no amounts due to related parties. 12 Accounting and Advisory Services — Related Party The Company previously engaged Ascendant Global Advisors Inc. (“Ascendant”), an affiliate of Calisa Holding LP, to provide consulting and advisory services, including assistance with financial statement preparation and SEC reporting support. In connection with the IPO, the Company agreed to pay Ascendant a fixed fee of $ 20,000 for services related to the IPO financial statements and related disclosures, and $ 5,250 per quarter following the IPO to assist with quarterly and annual SEC filings. This agreement was terminated in November 2025, and the Company no longer incurs fees under this arrangement. For the three months ended March 31, 2026 and 2025, the Company did not incur any fees related to Ascendant’s services. As of March 31, 2026 and December 31, 2025, accrued expenses — related party related to Ascendant totaled $ 6,198 . 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. For the three months ended March 31, 2026 and 2025, the Company incurred $ 30,000 and $ 0 , respectively, related to the administration fee. As of March 31, 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. 13 Because these amounts are contingent upon the consummation of an initial Business Combination, the Company has not recorded a liability for these fees as of March 31, 2026 and 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 search for an initial Business Combination may be adversely affected by global economic conditions, including volatility in credit and capital markets, inflationary pressures, supply chain disruptions, and heightened geopolitical instability (including conflicts in Eastern Europe and the Middle East) and related sanctions or other governmental actions. Any of these factors, or other negative impacts on the global economy or capital markets, could adversely affect the Company’s ability to consummate an initial Business Combination and the operations of any target business with which the Company may ultimately consummate a Business Combination. The accompanying financial statements do not include any 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 March 31, 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 March 31, 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). 14 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 During the three months ended March 31, 2026, pursuant to the Business Combination Agreement, the target paid certain transaction-related expenses on the Company’s behalf totaling $ 94,000 . Because the Company has no obligation to repay these amounts, the Company recorded the payment as a capital contribution, 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. 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. 15 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 for Reportable Segment SCHEDULE OF REPORTABLE SEGMENTS Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Formation and operating costs $ ( 588,017 ) $ - Other segment income 534,730 - Net loss $ ( 53,287 ) $ - Key Asset Metric Reviewed by CODM The measure of segment assets is total assets as reported on the balance sheet. The CODM also monitors Investments held in Trust Account as a key component of the Company’s total assets. SCHEDULE OF COMPONENT OF THE SEGMENT ASSETS March 31, 2026 December 31, 2025 Cash and investments held in trust account $ 60,960,574 $ 60,429,224 NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date, and through the date that the financial statements were issued. On April 30, 2026, in connection with the proposed Business Combination, the Company, Goodvision” and certain investors entered into a Securities Purchase Agreement (the “SPA”), pursuant to which such investors agreed to purchase securities of the post-combination company immediately prior to the closing of the Business Combination, subject to the terms and conditions set forth therein. In connection with the SPA, the Company also entered into a Registration Rights Agreement (the “RRA”) with certain investors and other parties thereto, pursuant to which the Company agreed to provide certain registration rights with respect to the securities issued in connection with the Business Combination and related financing transactions. The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued and determined that there were no other subsequent events that would require recognition or disclosure in the financial statements. 16 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 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. Overview 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. 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. Results of Operations 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. 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. For the three months ended March 31, 2025, we had a net loss of $0, as the Company had not yet commenced significant operations. 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. Liquidity and Capital Resources 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. 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. 17 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. 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 Financial Statements Note 5 – Related Party Transactions 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 restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement 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. 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. On October 27, 2025, the underwriters elected to terminate their over-allotment option. Business Combination Marketing Agreement 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. 18 Administration Fee 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. Critical Accounting Policies and Estimates 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. Recent Accounting Standards 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. 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 carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. 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. 19 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, $0.0001 par value, of the Company 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, Inc. 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 IPO, the Company consummated a private placement (the “ Private Placements ”) of 252,500 units (“ 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 Company’s sponsors, Alisa Group Limited and Calisa Holding LP, and EarlyBirdCapital, Inc., the representative of the underwriters in the IPO (the “Representative”). The Private Placement Units are identical to the Units sold in the IPO. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights underlying the Private Placement Units, subject to certain customary exceptions, until the completion of the Company’s initial business combination. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On October 23, 2025, an aggregate of $60,000,000 was deposited into the Trust Account established with Continental Stock Transfer & Trust Company, acting as trustee, in connection with the IPO. Transaction costs amounted to $1,957,585, consisting of $1,200,000 of cash underwriting fees, and $757,585 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 Initial Public Offering, see Part I, Item 2 of this Form 10-Q. Item 5 – Other Information During the quarter ended March 31, 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. 20 Item 6 – Exhibits Exhibit No. Description 2.1 Business Combination Agreement (incorporated by reference to Exhibit 2.1 included in the Current Report on Form 8-K filed by Calisa on March 9, 2026) 10.1 Form of Support Agreement (Company Shareholders) (incorporated by reference to Exhibit 10.1 included in the Current Report on Form 8-K filed by Calisa on March 9, 2026) 10.2 Form of Support Agreement (Goodvision Shareholders) (incorporated by reference to Exhibit 10.2 included in the Current Report on Form 8-K filed by Calisa on March 9, 2026) 10.3 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 included in the Current Report on Form 8-K filed by Calisa on March 9, 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. 101.INS Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document. * 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. 21 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: May 15, 2026 By. /s/ Hongfei Zhang Hongfei Zhang Chief Executive Officer (Principal Executive Officer) Dated: May 15, 2026 By. /s/ Jing Lu Jing Lu Chief Financial Officer (Principal Financial and Accounting Officer) 22