What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-12-02 · 519 added, 416 removed, 82 unchanged (92% of the section changed)

1 unchanged sentence

ACQUISITION CORP

SHEETS (UNAUDITED)

September 30,

Deferred offering costs

Prepaid expenses

Total Current Assets

Liabilities and Shareholders’ Equity

Accrued offering costs and expenses

Accrued expenses - related party

Accured expenses

Due to related party

Other payable – related party (Note 5)

Total Current Liabilities

Total Liabilities

Shareholders’ Equity:

Preference shares, $ 0.000075 par value;

BALANCE SHEETS

and cash equivalents

current assets

and Investments held in trust

and Shareholders’ Equity

offering costs

expenses - related party

current liabilities

and contingencies

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

Shareholders’

shares, $ 0.000075 par value;

2,666,666 shares authorized;

none issued and outstanding

Ordinary shares, $ 0.000075 par value;

shares, $ 0.000075 par value;

266,666,666 shares authorized;

2,475,000 and 2,433,333 shares issued and outstanding at September 30, 2025 and December 31, 2024 (1)(2)

Additional paid-in capital

Accumulated deficit

Total shareholders’ equity

Total Liabilities and Shareholders’ Equity

(1) Includes an aggregate

of up to 300,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters

(See Note 5 and 7).

(2) In June 2025, the

Company effected a 4-for-3 forward stock split of its issued and unissued shares, reducing the par value from $ 0.0001 to $ 0.000075 .

a result, the number of authorized shares increased from 2,000,000 to 2,666,666 for preferred shares and from 200,000,000 to 266,666,666

for ordinary shares.

The forward split resulted in an aggregate of 2,475,000 shares issued and outstanding as of September 30, 2025.

All shares and associated amounts have been retroactively restated to reflect the stock split.

accompanying notes are an integral part of the unaudited financial statements.

ACQUISITION CORP

OF OPERATIONS

For The Three Months Ended

September 30,

For The Nine Months Ended

September 30, 2025

March 11, 2024

September 30, 2024

Formation and operating costs

Loss from operations

Bank interest income

Total other income

Basic and diluted weighted

average ordinary shares outstanding (1)(2)

Basic and diluted net loss per ordinary shares

(1) Includes an aggregate

of up to 300,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters

(See Note 5 and 7).

(2) In June 2025, the

Company effected a 4-for-3 forward stock split of its issued and unissued shares, reducing the par value from $ 0.0001 to $ 0.000075 .

a result, the number of authorized shares increased from 2,000,000 to 2,666,666 for preferred shares and from 200,000,000 to 266,666,666

for ordinary shares.

The forward split resulted in an aggregate of 2,475,000 shares issued and outstanding as of September 30, 2025.

All shares and associated amounts have been retroactively restated to reflect the stock split.

accompanying notes are an integral part of the unaudited financial statements.

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)

paid-in capital

shareholders’ equity

Liabilities and Shareholders’ Equity

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

Shares (1)(2)

Ordinary Shares

Shareholders’

Shares (1)(2)

Balance as of January 1, 2025

Issuance of ordinary shares to underwriter

Balance as of June 30, 2025

STATEMENTS OF OPERATIONS

and operating costs

$ ( 588,017 )

Balance as of September 30, 2025

from operations

$ ( 588,017 )

THE THREE MONTH AND THE PERIOD FROM MARCH 11, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024 (UNAUDITED)

Ordinary Shares

interest income

earned on cash and investments held in Trust Account

Basic and diluted weighted average ordinary shares outstanding, ordinary

subject to possible redemption

and diluted net loss per share, common stock subject to redemption

Basic and diluted Weighted average ordinary shares outstanding, ordinary

shares, non-redeemable

and diluted net loss per share, common stock, non-redeemable

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31, 2026

Shareholders’

Shares (1)(2)

Balance as of March 11, 2024 (inception)

Ordinary shares issued to Sponsor

Issuance of ordinary shares to underwriter

Balance as of June 30, 2024

Balance as of September 30, 2024

(1) Includes an aggregate

of up to 300,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters

(See Note 5 and 7).

(2) In June 2025, the

Company effected a 4-for-3 forward stock split of its issued and unissued shares, reducing the par value from $ 0.0001 to $ 0.000075 .

a result, the number of authorized ordinary shares increased from 200,000,000 to 266,666,666 .

The forward split resulted in an aggregate

of 2,475,000 shares issued and outstanding as of September 30, 2025.

All shares and associated amounts have been retroactively restated

to reflect the stock split.

accompanying notes are an integral part of the unaudited financial statements.

as of January 1, 2026

Transaction costs paid on behalf of the Company

Subsequent measurement of ordinary shares subject to possible redemption

as of March 31, 2026

THREE MONTHS ENDED MARCH 31, 2025

Shareholders’

as of January 1, 2025

Net income (loss)

as of March 31, 2025

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

OF CASH FLOWS

The Nine Months Ended

September 30, 2025

For The Period

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities

Accrued offering costs and expenses

Accrued expenses - related party

Prepaid expense

Net cash provided by operating activities

Cash flows from financing activities:

Proceeds from issuance of EBC founder shares

Proceeds from related party

Other payable – related party

Net cash provided by financing activities

Net change in cash

Cash, beginning of the period

Cash, end of the period

Supplemental disclosure of noncash investing and financing activities

Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares

Deferred offering costs paid by related party

Deferred offering costs included in accrued expenses

Offering cost charged to additional paid-in capital – EBC founder shares

accompanying notes are an integral part of the unaudited financial statements.

STATEMENTS OF CASH FLOWS

flows from operating activities:

to reconcile net loss to net cash used in operating activities:

Transaction costs paid on behalf of the Company

earned on cash and investments held in Trust Account

in current assets and liabilities:

offering costs

cash used in operating activities

flows from financing activities:

from due to related party

cash provided by financing activities

Net decrease in cash and cash equivalents

and cash equivalents at beginning of period

and cash equivalents at end of period

disclosure of noncash investing and financing activities

Contribution of transaction cost

measurement of ordinary shares subject to possible redemption

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

to the financial statements ( UNAUDITED )

to the UNAUDITED CONSOLIDATED financial statements

1 — ORGANIZATION AND BUSINESS OPERATIONS

Description of Business

Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on March 11, 2024.

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stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth

Company’s sponsors are Alisa Group Limited, a British Virgin Islands company, and Calisa Holding LP, a Delaware limited partnership

(the “Sponsors”).

As of September 30, 2025, the Company had not commenced any revenue-generating operations.

for the period from March 11, 2024 (inception) through September 30, 2025 relates to the Company’s formation and the initial

public offering (“Initial Public Offering” or “IPO”), which is described below.

The Company will not generate

any operating revenues until after the completion of an initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31

as its fiscal year end.

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.

Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest.

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.

registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on October 20, 2025.

8 unchanged sentences

was fully depleted upon completion of the IPO.

Company will have until 18 months from the closing of this offering to consummate a Business Combination (the “Combination Period”).

However, if the Company has not completed a Business Combination within the Combination Period, 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.

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.

Trust Account

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.

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.

Concern Consideration

of September 30, 2025 and December 31, 2024, the Company had a working capital deficit of $ 252,875 and $ 141,302 (excluding deferred offering

costs), respectively.

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing

and acquisition plans in pursuit of a Business Combination.

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.

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 such additional condition also raise substantial doubt about the Company’s ability

to continue as a going concern.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

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.

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

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

The accompanying 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

The accompanying unaudited financial statements as of September 30, 2025 and for the three and nine 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 financial statements should be read in conjunction with the Company’s

audited financials included in Form S-1 filing.

The interim results are not necessarily indicative of the results to be expected for the

year ending December 31, 2025 or for any future interim periods.

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

In the opinion of management, all adjustments (consisting of normal accruals), considered for a fair presentation have been

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.

Growth Company

Company is an “emerging growth company,” 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 it may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging

growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of 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 financial

statements and the reported amounts of expenses during the reporting period.

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.

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.

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.

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 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.

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.

and cash equivalents

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.

and Investments Held in Trust Account

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

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.

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.

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.

Costs associated with the IPO

Company applies ASC 340-10-S99-1 (SAB Topic 5.A, “Expenses of Offering”) in accounting for offering costs.

Offering costs

offering costs consist of legal and other costs (including underwriting discounts and commissions) incurred through the balance sheet

date that are directly related to the IPO and that will be charged to shareholders’ equity upon the completion of the IPO.

September 30, 2025 and December 31, 2024, the Company had deferred offering costs of $ 290,301 and $ 214,880 , respectively.

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.

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.

shares subject to possible redemption

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.

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.

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.

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

proceeds allocated to Public Rights

costs allocated to Public Shares

( 1,930,704 )

Remeasurement

of carrying value to redemption value

shares subject to possible redemption, as of December 31, 2025

measurement of ordinary shares subject to possible redemption

shares subject to possible redemption, as of March 31, 2026

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

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as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30,

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.

The Company is currently not aware of any issues under review that could result in significant payments, accruals,

or material deviation from its position.

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 financial statements.

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.

Loss per Ordinary Share

loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding

ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 300,000 ordinary shares

that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5 and 7).

As of September

30, 2025 and December 31, 2024, the Company did not have any 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 loss per share is the same as basic

loss per share for the period presented.

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

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

Allocation of net loss – redeemable

Allocation of net loss – non-redeemable

Weighted-average shares outstanding – redeemable

Basic and diluted net loss per share – redeemable

Weighted-average shares outstanding – non-redeemable

Basic and diluted net loss per share – non-redeemable

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value

Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

carrying values of the Company’s financial instruments, which are primarily short-term in nature, approximate fair value.

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

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.

2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or

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

and investments held in Trust Account

and cash equivalent

Cash and investments held in Trust Account

Cash and cash equivalent

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a

material effect on the Company’s financial statements.

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.

3 — INITIAL PUBLIC OFFERING

October 23, 2025, pursuant to the IPO, the Company sold 6,000,000 units at $ 10.00 per unit.

Each Unit consists of one ordinary share

and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination.

Ten Public Rights entitle the holder to one ordinary share (see Note 7).

The Company will not issue fractional shares and only whole

shares will trade;

accordingly, unless a holder purchased Units in multiples of ten, such holder will not be able to receive or trade

fractional shares underlying the Rights .

The underwriters were granted a 45-day option to purchase up to 900,000 additional Units to

cover over-allotments.

Upon closing of the IPO, EBC informed the Company that they did not

intend to exercise the over-allotment and provided an over-allotment termination letter on October 27, 2025.

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

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

Ordinary shares subject to possible redemption — December 31, 2025

Interest earned on cash and investments held in Trust Account

Ordinary shares subject to possible redemption — March 31, 2026

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.

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 ( 192,500

units purchased by the Sponsors and 60,000

units purchased by EBC and/or its designees) at a price of $ 10.00

per unit, generating total proceeds of $ 2,525,000 .

Each Private Placement Unit consists of one ordinary share and one right (“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) will not be transferable, assignable, or salable

until the completion of a Business Combination, subject to certain exceptions.

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.

5 — RELATED PARTY TRANSACTIONS

Shares and EBC Founder Shares

March 21, 2024, the Sponsors received 1,725,000

of the Company’s ordinary shares in exchange for $ 25,000

paid for deferred offering costs borne by the Sponsors.

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

of such founder shares are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full.

In June 2025, the Company effected a 4-for-3

stock split of our outstanding shares resulting in there being an aggregate of 2,300,000

Founder Shares were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full.

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.

Up to 300,000

of such founder shares are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full.

All share amounts have been retroactively adjusted.

Upon closing of the IPO, EBC informed the Company that they did not intend to exercise the over-allotment and

provided an over-allotment termination letter on October 27, 2025.

April 2, 2024, the Company issued to EBC 100,000 EBC founder shares for a purchase price of $ 0.0145 per share and an aggregate purchase

All share and per-share amounts have been retroactively adjusted to reflect the stock split.

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.

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).

Founder Shares

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 forward split referred to above, the EBC founder shares became an aggregate of 133,333 EBC founder

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 .

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 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 fair value of the shares as deferred offering

fair value of the EBC founder shares was estimated at April 2, 2024 and June 25, 2025.

The Company used the following assumptions to

estimate the fair value of EBC founder shares using Level 3 fair value measurements inputs at the measurement date:

As of March 31, 2026 and December 31, 2025, there were 175,000 EBC Founder Shares issued and outstanding.

EBC Founder Shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual.

estimated the fair value of the EBC Founder Shares issued in April 2024 to be approximately $ 128,000

per share) and the EBC Founder Shares issued in June 2025 to be approximately $ 48,334

per share) using the Black-Scholes option-pricing model.

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

Risk-free rate

Dividend yield

Probability of completion of business combination

Sponsors have agreed, subject to limited exceptions, the founder shares will not be transferred, assigned, sold or released from escrow

until six months after the date of the consummation of our initial business combination, or earlier, if, subsequent to our initial business

combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our

shareholders having the right to exchange their shares for cash, securities or other property.

has also agreed that the EBC founder shares cannot be sold, transferred or assigned (except to the same permitted transferees as the

founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares

must agree to, each as described herein) until the consummation of an initial business combination.

Other Payable – Related Party

In September 2025, the Company received $ 1.9 million from Sponsor for

the private placement units which related to the IPO which closed on October 23, 2025.

$ 1.7 million was deposited into the Trust on the

closing of the IPO in October on behalf of the Sponsor , and the remaining

$ 0.2 million representing an overfunded amount was returned to the Sponsor.

Note — Related Party

May 22, 2024, the Sponsors issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which

the Company may borrow up to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2025, or (ii) the consummation of the

Initial Public Offering.

As of September 30, 2025 and December 31, 2024, there were no amounts outstanding under the Promissory Note.

to expiration

of completion of business combination

Transfer Restrictions

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.

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.

to Related Party

Sponsors paid certain formation, operating or deferred offering costs on behalf of the Company.

These amounts are due on demand and non-interest

three months ended September 30, 2025 and 2024, the Sponsors paid $ 72,339 and $ 30,000 , respectively, on behalf of the Company.

nine months ended September 30, 2025, the Sponsors paid $ 151,194 on behalf of the Company.

the period from March 11, 2024 (inception) to September 30, 2024, the Sponsors paid $ 115,350 on behalf of the Company, of which $ 25,000

was paid in exchange for the issuance of Founder Shares.

of September 30, 2025 and December 31, 2024, the amount due to the related party was $ 241,544 and $ 90,350 , respectively.

Accounting Service Fee

Company has engaged Ascendant Global Advisors Inc., an affiliate of Calisa Holding LP, to assist in including the preparation of financial

statements and other accounting consulting services.

the period from March 11, 2024 (inception) through September 30, 2025, a service fee of $ 10,000 out of $ 20,000 of deferred offering costs

have been incurred for these services under “accrued expenses – related party”.

The remaining service fee of $ 10,000

will be payable upon filing the Form 8-K disclosing the consummation of the Initial Public Offering.

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.

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.

and Advisory Services — Related Party

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.

the three months ended March 31, 2026 and 2025, the Company did not incur any fees related to Ascendant’s services.

of March 31, 2026 and December 31, 2025, accrued expenses — related party related to Ascendant totaled $ 6,198 .

Administration

Fee – Related Party

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.

the three months ended March 31, 2026 and 2025, the Company incurred $ 30,000

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.

6 – COMMITMENTS AND CONTINGENCIES

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 all underlying securities) are entitled to registration rights pursuant to a registration rights agreement executed

on October 20, 2025, in connection with the effectiveness of the Company’s IPO.

The agreement requires the Company to register

such securities for resale.

The holders are entitled to make up to three demands, excluding short-form registration demands, and have

certain “piggy-back” registration rights with respect to registration statements filed after completion of a Business Combination.

The Company bears the expenses incurred in connection with any such registrations.

Company granted the underwriters a 45 -day option from the date of Initial Public Offering to purchase up to 900,000 additional Units

to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

of the IPO, EBC informed the Company that they did not intend to exercise the over-allotment and provided an over-allotment termination

letter on October 27, 2025.

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), paid at the closing of the IPO.

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.

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.

underwriters did not exercise the over-allotment option and delivered an over-allotment termination letter dated October 27,

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).

Combination Marketing Agreement

Company will engage EBC as an advisor in connection with the Company’s Business Combination.

The services to be provided by EBC

will include assisting the Company in holding meetings with shareholders to discuss the potential Business Combination and the target

business’s attributes, introducing the Company to potential investors that may be interested in purchasing its securities, assisting

the Company in obtaining shareholder approval for the Business Combination and assisting the Company with its press releases and certain

public filings in connection with the Business Combination.

The Company will pay EBC a 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, which shall be payable as follows:

1.5% of the gross proceeds of the offering shall be payable in cash and (ii) 2.0% of the gross proceeds of the offering shall, at the

option of the Company, be payable in convertible note, containing customary terms, convertible into ordinary shar six months after the

consummation of its initial business combination.

If the Company doesn’t complete a business combination, no fee will be due.

In addition, the Company will

pay EBC a finder fee equal to 1.0% of the consideration issued to a target if the business combination is consummated with a target introduced

Service Agreement

Company has engaged Ascendant Global Advisors Inc., an affiliate of Calisa Holding LP, to assist in preparing quarterly and annual financial

statements beginning after the consummation of the Initial Public Offering.

The Company has agreed to pay for these services at a fixed

quarterly rate of $ 5,250 each quarter.

Administration

on the effective date of the registration statement, Calisa Holding LP is entitled 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.

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.

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.

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.

and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the

ongoing Russia-Ukraine conflict and the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic

Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom,

the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals

and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or

other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia

and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United

States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns

that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly

unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets,

as well as supply chain interruptions and increased cyber-attacks against U.S.

of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions

resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely

affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate

an initial Business Combination.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

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.

7 — SHAREHOLDERS’ EQUITY

1 unchanged sentence

with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of

As of September 30, 2025 and December 31, 2024, there were no shares of preferred shares issued or outstanding.

As of March 31, 2026 and December 31, 2025, there were no preferred shares issued or outstanding.

Shares — The Company is authorized to issue 266,666,666 ordinary shares with a par value of $ 0.000075 per share.

of ordinary shares are entitled to one vote for each share.

June 2025, the Company effected a 4-for-3 forward split of the outstanding shares .

All share amounts have been retroactively adjusted.

As of September 30, 2025 and December 31, 2024, there were 2,475,000 and 2,433,333 ordinary shares issued and outstanding, respectively,

of which an aggregate of up to 300,000 ordinary shares are subject to forfeiture to the extent that the underwriters’ over-allotment

option is not exercised in full or in part so that the number of Founder Shares will equal 25 % of the Company’s issued and outstanding

ordinary shares after the Initial Public Offering (excluding private shares and EBC Founder Shares ).

Upon closing of the IPO, EBC informed

the Company that they did not intend to exercise the over-allotment and provided an over-allotment termination letter on October 27,

— 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 initial business combination.

The Company does not issue fractional

shares in connection with an exchange of rights.

Fractional shares will either 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 his, her or its rights 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 is unable

to complete the initial business combination within the required time period and the Company will redeem the public shares for the funds

held in the trust account, holders of rights are not entitled to any redemption proceeds with respect to their rights, and the rights

will expire worthless.

June 2025, the Company effected a 4-for-3

forward split of the outstanding shares.

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).

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.

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).

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.

8 – BUSINESS COMBINATION AGREEMENT

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”).

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”).

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.

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.

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.

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.

9 – SEGMENT INFORMATION

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about

operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise

for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker,

or group, in deciding how to allocate resources and assess performance.

Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the

operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

management has determined that the Company only has one operating segment.

CODM assesses performance for the single 1 segment

and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income

The net loss is the measure of segment profit (loss) most consistent with U.S.

GAAP that is regularly reviewed by the CODM to

allocate resources and assess financial performance.

The Company’s significant expenses were formation and operating costs as detailed

The measure of segment assets is reported on the balance sheet as total assets.

evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics,

which include net loss comprised of the following:

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

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

OF REPORTABLE SEGMENTS

The Three Months Ended

September 30, 2025

The Three Months Ended

September 30, 2024

The Nine Months Ended

September 30, 2025

For The Period From

March 31, 2026

(Inception) Through

September 30, 2024

Formation and operating costs

loss, which is comprised of formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure

enough capital is available to complete a Proposed Public Offering and eventually a business combination within the Business Combination

The CODM also reviews net loss to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all

agreements and budget.

Formation and operating costs, as reported on the statement of operations, are the significant segment expenses

provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations

and described within their respective disclosures.

Three Months Ended

March 31, 2025

and operating costs

$ ( 588,017 )

Other segment income

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

10 — SUBSEQUENT EVENTS

1 unchanged sentence

statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the financial statements.

October 20, 2025, the registration statement relating to the Company’s IPO was declared effective, and on October 23, 2025, the

Company consummated the IPO of 6,000,000 Units at a price of $ 10.00 per Unit, generating gross proceeds of $ 60,000,000 .

In connection

with the IPO closing, the Company also completed the private placement of 252,500 Private Placement Units for total proceeds of $ 2,525,000 .

Additional details regarding the IPO and the Private Placement are included in Notes 1, 3 and 4.

On October 27, 2025, the underwriters

elected to terminate their over-allotment option and as a result an aggregate of 300,000 Founder Shares will be forfeited by the Sponsors.

On October 21, 2025, of the $ 1.9 million received from the Sponsor

in September 2025 for private placement units, $ 1.7 million was deposited into the Trust at closing, and the $ 0.2 million excess was returned

to the Sponsor.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements