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Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-15 · 80 added, 100 removed, 20 unchanged (90% of the section changed)

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The following

discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited

financial statements and the notes related thereto.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a

result of many factors.

are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

March 6, 2026, we entered into a Business Combination Agreement (the “BCA”) with Calisa Merger Sub, a Cayman Islands exempted

company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Goodvision AI Inc., a Cayman Islands exempted

company (“Goodvision”).Pursuant to the BCA, Merger Sub will merge with and into Goodvision, the separate corporate existence

of Merger Sub will cease, and Goodvision will be the surviving corporation and will continue as a wholly-owned subsidiary of the Company

(the “Merger”).

For additional information regarding Goodvision, the BCA and the transactions contemplated thereby, see the

Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 9, 2026.

discussion and analysis should be read together with the unaudited consolidated financial statements and related notes included elsewhere

in this report.

Certain statements below are forward-looking statements, and actual results may differ materially from those anticipated.

are a blank check company incorporated as a Cayman Islands exempted company to effect a merger, share exchange, asset acquisition, share

purchase, reorganization or similar business combination with one or more businesses.

March 6, 2026, we entered into the BCA with Merger Sub and Goodvision.

Under the BCA, Merger Sub will merge with and into Goodvision,

with Goodvision surviving as our wholly owned subsidiary.

On April 30, 2026, we and Goodvision entered into a subscription agreement

with an accredited investor for the issuance, immediately prior to and contingent upon closing of the Merger, of 100,000 Class A ordinary

shares at $10.00 per share for aggregate gross proceeds of $1,000,000, and we entered into a related registration rights agreement.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational

activities and those necessary to prepare for the initial public offering (“IPO”).

Following the IPO, we will not generate

any operating revenues until after completion of our initial business combination.

We will generate non-operating income in the form

of interest income on cash and cash equivalents after the IPO.

After the IPO, we expect to incur increased expenses as a result of being

a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence

on prospective business combination candidates.

We expect our expenses to increase substantially after the closing of the IPO.

the three months ended March 31, 2026, we had a net loss of $53,287, which consists of a loss of $588,017 derived from formation and

operating costs offset by interest earned on cash and investments held in Trust Account of $531,350 and bank interest income of $3,380.

the three months ended March 31, 2025, we had a net loss of $0, as the Company had not yet commenced significant operations.

increase in interest income in 2026 is attributable to the proceeds held in the Trust Account following the IPO, while no such income

was earned during the comparable period in 2025.

have not generated operating revenues.

Our activities have consisted of organizational activities, the IPO, public-company compliance

and activities related to the proposed Business Combination.

We generate non-operating income from cash and investments held in the Trust

Account and bank deposits and expect to continue incurring legal, accounting, financial reporting, due-diligence and transaction costs.

the three months ended June 30, 2026, we had net income of $372,357, consisting of $539,588 of interest earned on cash and investments

held in the Trust Account and $2,132 of bank interest income, partially offset by $169,363 of formation and operating costs.

three months ended June 30, 2025, we had a net loss of $22,703, consisting of $22,733 of formation and operating costs partially offset

by $30 of bank interest income.

the six months ended June 30, 2026, we had net income of $319,070, consisting of $1,070,938 of interest earned on cash and investments

held in the Trust Account and $5,512 of bank interest income, partially offset by $757,380 of formation and operating costs.

six months ended June 30, 2025, we had a net loss of $22,703, consisting of $22,733 of formation and operating costs partially offset

by $30 of bank interest income.

The increase in interest income in 2026 reflects the proceeds held in the Trust Account following the

IPO, and the increase in operating costs primarily reflects public-company and proposed Business Combination costs.

and Capital Resources

October 23, 2025, we consummated our IPO of Units, at $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously with

the closing of our IPO, we consummated the sale of 252,500 Private Placement Units at a price of $10.00 per Private Placement Unit in

a private placement to the Sponsors and EarlyBirdCapital, Inc.

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

the closing of the IPO, an amount of $60,000,000 from the net proceeds of the sale of the Units in the IPO and the Private Placement

was placed in a trust account.

The funds held in the Trust Account may be invested in U.S.

government securities with a maturity of 185

days or less.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest

earned on the trust account, to complete our initial business combination.

To the extent that our capital stock or debt is used, in whole

or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used

as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2026, we had $259,885 in cash held outside

the Trust Account and $60,960,574 held in the Trust Account.

October 23, 2025, we consummated the IPO of 6,000,000 Units at $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously,

we sold 252,500 Private Placement Units to the Sponsors and EBC at $10.00 per unit, generating gross proceeds of $2,525,000.

closing of the IPO, $60,000,000 was placed in the Trust Account.

We intend to use substantially all amounts held in the Trust Account,

including interest not released for permitted purposes, to complete our initial Business Combination.

Any remaining funds following a

Business Combination may be used as working capital for the combined business.

of June 30, 2026, we had $232,017 of cash and cash equivalents outside the Trust Account, $61,500,162 held in the Trust Account,

current assets of $300,969 and current liabilities of $98,792, resulting in working capital of $202,177.

Cash outside the Trust

Account is expected to be used for transaction costs, public-company costs and other operating needs before completion of a Business

We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective

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combination, and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.

believe the cash held outside the Trust Account may be sufficient to fund our operating needs prior to the completion of a Business

the six months ended June 30, 2026, net cash used in operating activities was $227,031.

We believe the cash held outside the Trust Account may be sufficient to fund our operating needs prior to the completion

of a Business Combination.

However, if our estimates of the costs of identifying, evaluating, negotiating and completing a Business Combination

are less than the actual costs, we may have insufficient funds available and may need to obtain additional financing.

may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem

a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

Moreover, we may need to obtain additional financing either to complete our initial business combination or because

we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which

case we may issue additional securities or incur debt in connection with such business combination.

Party Transactions

refer to Financial Statements Note 5 – Related Party Transactions

refer to Note 5 — Related Party Transactions to the unaudited consolidated financial statements.

Contractual Obligations

holders of the Founder Shares, EBC founder shares, Private Placement Units will be entitled to registration rights pursuant to a registration

rights agreement dated October 23, 2025 requiring the Company to register such securities for resale.

Subject to certain limitations

set forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration

demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights

with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to

However, the registration rights agreement provides

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

the securities covered thereby are released from their lock-up restrictions.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

granted the underwriters a 45-day option from the date of IPO to purchase up to 900,000 additional Units to cover over-allotments, at

the IPO price less the underwriting discounts and commissions.

underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $1,200,000 in the aggregate (or $1,380,000 in the aggregate

if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the IPO.

October 27, 2025, the underwriters elected to terminate their over-allotment option.

The holders of the Founder Shares, EBC founder shares, Private Placement Units will be entitled to registration rights

pursuant to a registration rights agreement dated October 23, 2025 requiring the Company to register such securities for resale.

to certain limitations set forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding

short form registration demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require

the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement

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

until the securities covered thereby are released from their lock-up restriction.

granted the underwriters a 45-day option to purchase up to 900,000 additional Units at the IPO price less underwriting discounts and

The underwriters did not exercise the option and delivered an over-allotment termination letter dated October 27, 2025.

underwriters received a cash underwriting discount of $0.20 per Unit, or $1,200,000 in the aggregate, at the closing of the IPO.

Combination Marketing Agreement

have engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders

to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors

that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and

public filings in connection with the Business Combination.

The Company will pay EBC a service fee for such services upon the consummation

of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO.

In addition, the Company will pay EBC

a service fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the

Company to the target business with whom it completes an initial Business Combination and the amount will be payable in cash and is due

at the closing date of the initial Business Combination.

engaged EBC to provide advisory services in connection with our initial Business Combination.

Upon consummation of a Business Combination,

we will owe EBC a success fee equal to 3.5% of the gross proceeds of the IPO, consisting of $900,000 payable in cash and $1,200,000 payable,

at our option, in a convertible note.

We may also owe a finder’s fee equal to 1.0% of the consideration issued if the Business

Combination is completed with a target introduced by EBC.

Administration

on the effective date of the registration statement, Calisa Holding LP will be allowed to charge the Company an allocable share of its

overhead, up to $10,000 per month to the close of the Business Combination, to compensate it for the Company’s use of its office,

utilities and personnel.

Fee — Related Party

Holding LP may charge us an allocable share of overhead of up to $10,000 per month until completion of a Business Combination.

$30,000 and $60,000 of such fees during the three and six months ended June 30, 2026, respectively.

Accounting Policies and Estimates

preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

We have not identified any critical accounting

policies or estimates and all the significant accounting policies are described in the Note 2 of the consolidated financial statements.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported

amounts and disclosures.

Actual results could differ materially from those estimates.

Our significant accounting policies are described

in Note 2 to the unaudited consolidated financial statements.

Accounting Standards

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic

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

We are evaluating the impact of adoption.

3 – Quantitative and Qualitative Disclosures About Market Risk

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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 2. Management’s Discussion and Analysis