What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-15 · 541 added, 505 removed, 96 unchanged (92% of the section changed)

1 unchanged sentence

ACQUISITION CORP

BALANCE SHEETS

and cash equivalents

current assets

and Investments held in trust

and Shareholders’ Equity

offering costs

expenses - related party

BALANCE SHEETS (UNAUDITED)

Cash and cash equivalents

Prepaid expenses

Total current assets

Cash and Investments held

Liabilities and Shareholders’

Accounts payable

Accrued expenses

Accrued offering costs

Accrued expenses - related

Accrued expenses

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;

Commitments and contingencies

Ordinary shares subject to possible redemption,

6,000,000 shares at redemption value of $ 10.25 and $ 10.07 per share as of June 30, 2026 and December 31, 2025, respectively

Shareholders’ Equity:

Preference shares, $ 0.000075 par value;

shares authorized;

none issued and outstanding

shares, $ 0.000075 par value;

Ordinary shares, $ 0.000075 par value;

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)

paid-in capital

2,427,500 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (excluding 6,000,000 shares

subject to possible redemption)

Additional paid-in capital

Retained earnings

shareholders’ equity

5 unchanged sentences

$ ( 169,363 )

from operations

$ ( 757,380 )

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

from operations

Bank interest income

Interest earned on cash

and investments held in Trust Account

Total other income

income (loss)

Basic and diluted weighted average shares outstanding,

ordinary shares subject to possible redemption

and diluted net income per share, ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding,

ordinary shares, non-redeemable

and diluted net income (loss) per share, ordinary shares, non-redeemable

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

1 unchanged sentence

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31, 2026

THREE AND SIX MONTHS ENDED JUNE 30, 2026

Shareholders’

as of January 1, 2026

Balance as of

December 31, 2025

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

Subsequent measurement of ordinary shares subject

to possible redemption

Balance as of March 31,

Transaction costs paid on behalf of the Company

Subsequent measurement of ordinary shares subject

to possible redemption

as of June 30, 2026

THREE AND SIX MONTHS ENDED JUNE 30, 2025

Shareholders’

as of January 1, 2025

Balance as of

December 31, 2024

Balance as of March 31,

Issuance of ordinary shares to underwriter

Net income (loss)

as of March 31, 2025

as of June 30, 2025

$ ( 102,125 )

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

1 unchanged sentence

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 FLOWS FROM OPERATING

Adjustments to reconcile

net income (loss) to net cash used in operating activities:

Transaction costs paid

on behalf of the Company

Interest earned on cash

and investments held in Trust Account

( 1,070,938 )

in operating assets and liabilities:

Prepaid expenses

Accounts payable

Other receivable

Accrued expenses

Accrued offering costs

to related party

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

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

Supplemental disclosure

of cash flow information:

offering costs charged to additional paid-in capital – EBC founder shares

offering costs paid by related party

of EBC founder shares subscription receivable

Contribution of transaction cost

4 unchanged sentences

1 — ORGANIZATION AND BUSINESS OPERATIONS

Description of Business

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

1 unchanged sentence

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”).

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

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).

with one or more businesses (a “Business Combination”).

Company is an early stage and emerging growth company and is subject to 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”).

All activity from inception through June 30, 2026 relates to the Company’s formation, its initial

public offering (“IPO”) and the proposed Business Combination with Goodvision AI Inc.

(“Goodvision”), as described

February 24, 2026, Calisa Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Merger Sub”),

was formed for purposes of the proposed Business Combination.

Merger Sub has no principal operations or revenue-producing activities.

As of June 30, 2026, the Company had not commenced any revenue-generating operations and expects to generate non-operating income from

the proceeds held in the Trust Account.

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.

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.

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.

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.

registration statement for the Company’s IPO was declared effective on October 20, 2025.

On October 23, 2025, the Company consummated

the IPO of 6,000,000 units, generating gross proceeds of $ 60,000,000 , and simultaneously sold 252,500 private placement units to the

Sponsors and EarlyBirdCapital, Inc.

(“EBC”) for gross proceeds of $ 2,525,000 .

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.

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.

October 23, 2025, $ 60,000,000 of the net proceeds from the IPO and the sale of the Private Placement Units was deposited into a trust

account (the “Trust Account”).

The funds may be held as cash or invested in qualifying U.S.

government securities or qualifying

money market funds until the earlier of the completion of a Business Combination or distribution of the Trust Account to shareholders.

Amounts may be released to pay taxes and certain permitted working capital and dissolution expenses.

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.

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

of June 30, 2026, the Company had $ 232,017 of cash and cash equivalents outside the Trust Account and working capital of $ 202,177 .

Company has incurred, and expects to continue to incur, significant costs in pursuit of the proposed 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.

addition, the mandatory liquidation date is within one year after the expected issuance date of these financial statements.

Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going

There is no assurance that the Company will complete a Business Combination within the Combination Period.

The accompanying

unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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.

The accompanying unaudited consolidated financial statements are presented

in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations

of the Securities and Exchange Commission (“SEC”).

In the opinion of management, all adjustments consisting of normal recurring

accruals necessary for a fair presentation have been included.

These interim 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.

results are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future interim periods.

of Consolidation

unaudited 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” (“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 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.

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.

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

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.

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.

Company considers investments with an original maturity of three months or less when purchased to be cash equivalents.

Cash and cash

equivalents were $ 232,017 and $ 459,048 as of June 30, 2026 and December 31, 2025, 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.

of June 30, 2026 and December 31, 2025, the Company had $ 61,500,162

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.

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.

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 June 30, 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.

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

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.

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

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:

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 June 30, 2026 and December 31, 2025, ordinary shares subject to possible redemption of

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 June 30, 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

Gross Proceeds

Gross proceeds allocated to Public Rights

Offering 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

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.

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.

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.

Loss per Ordinary Share

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:

Remeasurement of carrying value to redemption value

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

Subsequent measurement of ordinary shares subject to possible redemption

Ordinary shares subject to possible redemption, as of June 30, 2026

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

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 June 30, 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.

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.

Income (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 and six months ended June 30, 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

Three months ended

Six months ended

Net income (loss)

Allocation of net loss – redeemable

1 unchanged sentence

Weighted-average shares outstanding – redeemable

Basic and diluted net loss per share – redeemable

Basic and diluted net income per share – redeemable

Weighted-average shares outstanding – non-redeemable

Basic and diluted net loss per share – non-redeemable

Value of Financial Instruments

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.

Basic and diluted net income (loss) per share – non-redeemable

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.

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.

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 June 30, 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

Cash and investments held in Trust Account

Cash and cash equivalent

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.

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 FASB issued ASU 2024-03, Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), requiring public entities to disclose additional information

about specified expense categories on an annual and interim basis.

ASU 2024-03 is effective for annual periods beginning after December

15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is

evaluating the impact of adoption.

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

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.

On October 23, 2025, pursuant to the Company’s

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

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 (each, a “Right”).

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

The Company will not issue fractional shares and only whole shares will trade;

accordingly, unless a holder holds Rights in multiples

of ten, such holder will not be able to receive or trade the fractional shares underlying the Rights.

The Company granted the underwriters a 45-day

option to purchase up to an additional 900,000 Units to cover over-allotments (the “Over-Allotment Option”).

October 27, 2025, the underwriters delivered a termination notice indicating that the Over-Allotment Option would not be exercised.

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.

with the closing of the IPO on October 23, 2025, the Sponsors and EBC purchased an aggregate of 252,500 Private Placement Units at $ 10.00

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

Each Private Placement Unit consists of one ordinary share and one right, and ten

Private Rights entitle the holder to receive one ordinary share upon completion of the Company’s initial Business Combination.

The Private Placement Units and underlying securities are subject to transfer restrictions until completion of a Business Combination,

subject to certain exceptions.

5 — RELATED PARTY TRANSACTIONS

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.

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.

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.

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 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).

Accordingly, the 300,000 Founder

Shares that were subject to forfeiture were forfeited as of December 31, 2025.

As of June 30, 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 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.

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.

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

As a result of the stock split described above, the EBC Founder Shares became an aggregate of 133,333

EBC Founder Shares.

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 June 30, 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

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:

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

to expiration

of completion of business combination

Time to expiration

Risk-free rate

Dividend yield

Probability 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.

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.

to Related Party

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.

For the three months ended June

30, 2026 and 2025, the Sponsors paid $ 0 and $ 57,379 , respectively, on behalf of the Company.

For the six months ended June 30, 2026 and

2025, the Sponsors paid $ 0 and $ 78,855 , respectively.

Amounts advanced are due on demand and are non-interest bearing.

of June 30, 2026 and December 31, 2025, there were no amounts due to the Sponsors.

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 .

(“Ascendant”), an affiliate of Calisa Holding LP, to provide accounting

and SEC reporting support.

The agreement was terminated in November 2025, and the Company no longer incurs fees under the arrangement.

the three and six months ended June 30, 2026 and 2025, the Company did not incur fees under this arrangement.

Accrued expenses —

related party related to Ascendant were $ 6,198 as of June 30, 2026 and December 31, 2025.

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.

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 Company incurred administration fees of $ 30,000

for the three months ended June 30, 2026 and 2025, respectively, and $ 60,000

for the six months ended June 30, 2026 and 2025, respectively.

of June 30, 2026 and December 31, 2025, there were no amounts payable related to the administration fee.

6 — COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

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.

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

2 unchanged sentences

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.

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 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 %

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.

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.

these fees are contingent upon consummation of an initial Business Combination, no liability was recorded as of June 30, 2026 or December

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

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.

Company’s ability to consummate an initial Business Combination may be adversely affected by volatility in credit and capital markets,

inflation, supply chain disruptions, geopolitical instability and related sanctions or governmental actions.

factors could adversely affect the Company’s search for and consummation of an initial Business Combination and the operations

of a target business.

The unaudited consolidated financial statements do not include adjustments that might result from the outcome

of these uncertainties.

7 — SHAREHOLDERS’ EQUITY

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

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.

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 .

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 June 30, 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

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 June 30, 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.

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.

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.

— Transaction Costs Paid on Behalf of the Company

to the Business Combination Agreement, the target paid transaction-related expenses on the Company’s behalf totaling $ 357,009 and

$ 451,009 during the three and six months ended June 30, 2026, respectively.

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.

they were recorded as capital contributions 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.

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

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.

There is no assurance that the Company will complete a Business Combination within the Combination Period.

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”).

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

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.

Agreement and Registration Rights Agreement

April 30, 2026, in furtherance of the transactions contemplated by the BCA, the Company and Goodvision entered into a subscription agreement

with an investor.

Immediately prior to, and contingent upon, consummation of the Merger, the Company will issue 100,000 Class

A ordinary shares to the investor at $ 10.00 per share for aggregate gross proceeds of $ 1,000,000 .

In connection with the subscription

agreement, the Company and the investor entered into a registration rights agreement providing registration rights with respect to those

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

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

March 31, 2026

Three Months Ended

March 31, 2025

and operating costs

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.

OF REPORTABLE SEGMENT

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Formation and operating costs

$ ( 169,363 )

$ ( 757,380 )

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

Net income (loss)

measure of segment assets is total assets as reported on the unaudited consolidated balance sheets.

Total assets were $ 61,801,131

and $ 61,017,446 as of June 30, 2026 and December

31, 2025, respectively.

The CODM also monitors cash and investments held in the Trust Account, which were $ 61,500,162

and $ 60,429,224

as of those dates, respectively.

10 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date, and through the date that the financial

statements were issued.

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.

Company evaluated subsequent events and transactions occurring after June 30, 2026 through the date the unaudited consolidated financial statements

July 31, 2026, in furtherance of the transactions contemplated by the BCA, the Company and Goodvision entered into subscription agreements

(“Subscription Agreements”) with three investors (collectively, the “Investors”), including Calisa Holding LP,

one of the Company’s sponsors, pursuant to which the Company will, immediately prior to, and contingent upon, the consummation

of the Merger, issue an aggregate of 800,000

Class A ordinary shares to the Investors at a price of $ 10.00

per share, for aggregate gross proceeds to the Company of $ 8

The closing of the transactions contemplated by the

Subscription Agreements is conditioned upon, among other things, (i) the substantially concurrent consummation of the Merger and (ii)

the accuracy of all representations and warranties of Company in the Subscription Agreements (subject to certain bring-down standards).

In connection with the Subscription Agreement, the Company and Investors entered into registration rights agreements providing certain

registration rights to the Investors with respect to the shares to be sold pursuant to the Subscription Agreements.

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