Calisa Acquisition Corp 10-Q

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations References to the “Company,” “our,” “us” or “we” refer to Calisa Acquisition Corp. The following discussion and analysis 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. Overview We 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. On 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. Results of Operations We 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. For 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. For the 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. For 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. For the 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. Liquidity and Capital Resources On 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. Upon 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. As 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 Combination. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes. For 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. 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. 14 Related Party Transactions Please refer to Note 5 — Related Party Transactions to the unaudited consolidated financial statements. Other Contractual Obligations Registration Rights The holders of the Founder Shares, EBC founder shares, Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement dated October 23, 2025 requiring the Company to register such securities for resale. Subject to certain limitations set forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restriction. Underwriting Agreement We granted the underwriters a 45-day option to purchase up to 900,000 additional Units at the IPO price less underwriting discounts and commissions. The underwriters did not exercise the option and delivered an over-allotment termination letter dated October 27, 2025. The underwriters received a cash underwriting discount of $0.20 per Unit, or $1,200,000 in the aggregate, at the closing of the IPO. Business Combination Marketing Agreement We 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 Fee — Related Party Calisa Holding LP may charge us an allocable share of overhead of up to $10,000 per month until completion of a Business Combination. We incurred $30,000 and $60,000 of such fees during the three and six months ended June 30, 2026, respectively. Critical Accounting Policies and Estimates The 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. Recent Accounting Standards Management evaluates newly issued accounting standards on an ongoing basis to determine their potential impact on the Company’s financial statements. In November 2024, the 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. We are evaluating the impact of adoption. 15 Item 3 – Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.