10-K: Calisa Acquisition Corp Secures AI Merger, Faces Going Concern Doubt

Calisa Acquisition Corp, a SPAC, has entered into a definitive merger agreement with Goodvision AI Inc. but faces substantial doubt about its ability to continue as a going concern.

Summary

• Calisa Acquisition Corp (ALISU) is a blank check company incorporated in the Cayman Islands on March 11, 2024, formed to effect a business combination.
• The company completed its Initial Public Offering (IPO) on October 23, 2025, selling 6,000,000 units at $10.00 per unit, generating gross proceeds of $60,000,000.
• Simultaneously, a private placement of 252,500 units at $10.00 per unit generated an additional $2,525,000.
• A total of $60,000,000 from the IPO and private placement proceeds was deposited into a trust account.
• The company has until April 23, 2027, to consummate a business combination, after which it will cease operations and liquidate, redeeming public shares at approximately $10.00 per share (or less in certain circumstances).
• On March 6, 2026, Calisa Acquisition Corp entered into a definitive Business Combination Agreement (BCA) with Goodvision AI Inc., a Cayman Islands exempted company, where Calisa Merger Sub will merge into Goodvision AI Inc.
• As of December 31, 2025, the company reported a net income of $245,454, primarily driven by $429,224 in interest earned on the trust account, offset by $190,582 in formation and operating costs.
• The company's management has identified substantial doubt about its ability to continue as a going concern due to its reliance on completing a business combination within the prescribed period.
• Disclosure controls and procedures were deemed not effective as of December 31, 2025, due to a lack of segregation of duties, limited personnel, and insufficient written policies for accounting, IT, and financial reporting.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive because the company has achieved the critical milestone of entering into a definitive business combination agreement, which is the primary objective of a SPAC. However, the inherent risks of SPACs, particularly those related to international operations and the 'going concern' warning, temper the overall sentiment.

Positives

• Successfully completed its Initial Public Offering (IPO) on October 23, 2025, raising $60,000,000 in gross proceeds.
• Secured a definitive Business Combination Agreement (BCA) with Goodvision AI Inc. on March 6, 2026, indicating progress towards its primary objective.
• The trust account holds $60,429,224 as of December 31, 2025, providing substantial funds for the business combination or shareholder redemption.
• Reported a net income of $245,454 for the year ended December 31, 2025, largely due to interest earned on the trust account.

Negatives

• The company has no operating history or revenues to date, relying entirely on the successful completion of a business combination.
• Management has identified substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by April 23, 2027.
• Disclosure controls and procedures were deemed not effective as of December 31, 2025, due to internal control deficiencies.
• Public shareholders may not have an opportunity to vote on the proposed business combination, limiting their influence.
• The ability of public shareholders to redeem a large number of shares could make the company's financial condition unattractive to potential targets or hinder the completion of the most desirable business combination.

Risks

• Inability to complete the initial business combination by April 23, 2027, leading to liquidation and potential loss for rights holders.
• Public shareholders may not be afforded an opportunity to vote on the proposed initial business combination, potentially leading to a combination not supported by a majority of public shareholders.
• The ability of public shareholders to exercise redemption rights with a large number of shares may prevent the completion of the most desirable business combination or optimize capital structure.
• Competition from other blank check companies, private equity groups, and operating businesses for acquisition targets, potentially increasing acquisition costs or making it harder to find a suitable target.
• Potential adverse effects from new outbreaks of infectious diseases (e.g., COVID-19) or other global events (e.g., armed conflicts) on the search for a business combination or the target's operations.
• Possible imposition of a 1% U.S. federal excise tax on share redemptions if the company domesticates as a U.S. corporation, reducing cash available for redemptions or target contribution.
• Changes in the market for directors and officers liability insurance could increase costs or make it difficult to attract and retain qualified personnel post-combination.
• Limited ability to evaluate the management of a prospective target business, potentially leading to a combination with management lacking public company experience.
• Lack of business diversification post-combination if only a single target is acquired, subjecting the company to risks of a single industry or product line.
• Potential delisting of securities from Nasdaq if compliance requirements are not met, limiting liquidity and trading activity.
• Issuance of additional ordinary or preference shares to complete a business combination or under an employee incentive plan could dilute existing shareholder interests.
• Incurrence of substantial debt to complete a business combination could adversely affect leverage and financial condition.
• The grant of registration rights to initial shareholders and EBC may make it more difficult to complete a business combination and could adversely affect the market price of ordinary shares.
• Initial shareholders' low acquisition cost for founder shares creates an economic incentive to complete a business combination even if it is riskier or less profitable for public shareholders.
• Potential difficulties in protecting shareholder interests and enforcing rights through U.S. federal courts due to incorporation in the Cayman Islands and certain officers/directors residing in China.
• Risks associated with acquiring and operating a business outside the United States, including unpredictable legal systems, underdeveloped laws, political instability, currency fluctuations, and difficulties in enforcing legal rights.
• Specific risks related to acquiring a target in the PRC, including complex M&A regulations, antitrust laws, foreign exchange controls (SAFE Circular 37, Circular 19, Circular 16), national security reviews, cybersecurity and data protection laws (Cybersecurity Law, Data Security Law, PIPL), and potential government intervention in business operations.
• Uncertainties regarding the interpretation and implementation of PRC laws (e.g., Foreign Investment Law, M&A Rules, Trial Administrative Measures) which could impact the ability to pursue acquisitions in China or require unexpected approvals.
• Potential for the company to be deemed a passive foreign investment company (PFIC), leading to adverse U.S. federal income tax consequences for U.S. Holders.
• Risk of being deemed an investment company under the Investment Company Act, which could force liquidation and prevent participation in an operating business's benefits.
• Compliance obligations under the Sarbanes-Oxley Act may increase costs and time for completing an acquisition, especially if the target is not compliant.
• Provisions in the amended and restated memorandum and articles of association may inhibit a takeover, limiting share price and entrenching management.
• Adverse developments in the financial services industry (e.g., bank failures) could affect liquidity and financial condition.

Future Outlook

The company's future outlook is entirely dependent on the successful consummation of its initial business combination with Goodvision AI Inc. by April 23, 2027. If the merger is completed, the combined entity's success will hinge on market acceptance of its products and services, ability to adapt to technological changes, and effective management of cross-border operations, particularly given potential ties to China. The company anticipates incurring increased expenses as a public entity and for due diligence related to the business combination.

Management Comments

• "Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern."
• "We intend to consummate our initial Business Combination using cash held in the Trust Account, the proceeds from one or more private financings, and our equity as the consideration."
• "We are not limited to target businesses in any specific industry or geographic location. However, we have focused our search on target businesses in Asia."
• "We will not consummate our initial Business Combination with an entity or business with China operations consolidated through a variable interest entity (VIE) structure."
• "We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business."

Industry Context

StockSavvy.ai notes that Calisa Acquisition Corp operates as a Special Purpose Acquisition Company (SPAC), a vehicle designed to raise capital through an IPO to acquire an existing private company. The announcement of a definitive merger agreement with Goodvision AI Inc. is a critical milestone for a SPAC, moving it from a 'blank check' status towards becoming an operating company. The focus on an Asian target, particularly with explicit exclusion of VIE structures, reflects evolving regulatory landscapes and investor preferences concerning China-based entities. The 'going concern' doubt is common for SPACs prior to a business combination, as their existence is predicated on completing an acquisition within a set timeframe. The competitive landscape for SPACs has intensified since late 2020, making attractive targets scarcer and potentially increasing acquisition costs.

Comparison to Industry Standards

• The 18-month deadline for completing a business combination (April 23, 2027) is within typical SPAC timeframes, though some SPACs have sought extensions.
• The redemption price of $10.07 per public share as of December 31, 2025, is slightly above the initial $10.00 IPO price, reflecting interest earned in the trust account, which is a standard feature for SPACs.
• The 80% fair market value rule for the target business, as per Nasdaq listing rules, is a common requirement for SPACs to ensure a substantive acquisition.
• The disclosure of 'substantial doubt about our ability to continue as a going concern' is a standard auditor's opinion for SPACs that have not yet completed a business combination and have limited operating funds outside the trust account.
• The identified internal control deficiencies (lack of segregation of duties, limited personnel, insufficient policies) are not uncommon for newly public, pre-combination SPACs with minimal operational staff, but require remediation post-merger.

Corporate Governance

Related Party Transactions

• Sponsors (Alisa Group Limited and Calisa Holding LP) purchased 1,725,000 founder shares for $25,000 on March 21, 2024, which became 2,300,000 after a 4-for-3 stock split in June 2025, with 300,000 forfeited on October 27, 2025.
• EarlyBirdCapital, Inc. (EBC) received 100,000 EBC founder shares for $1,450 on April 2, 2024, which became 133,333 after the stock split, and an additional 41,667 EBC founder shares for $454 on June 25, 2025, totaling 175,000 EBC founder shares.
• Sponsors and EBC purchased 252,500 private placement units for $2,525,000 simultaneously with the IPO.
• The company pays Calisa Holding LP (an affiliate of management) a monthly fee of $10,000 for office space, secretarial, and administrative services until the business combination or liquidation.
• Ascendant Global Advisors Inc., an affiliate of Calisa Holding LP, provided accounting and advisory services, incurring fees of $16,198 in 2025 and $10,000 in 2024. This agreement was terminated in November 2025.
• Sponsors advanced $1,900,000 in September 2025 for private placement units, with $200,000 returned as overfunded amount.
• Sponsors paid $262,446 in formation and offering costs on behalf of the company from inception through October 23, 2025, which were repaid upon IPO closing.

Stakeholder Impact

• Shareholders: Will be impacted by the success or failure of the Goodvision AI Inc. merger, potential dilution from future equity issuances, and the risk of receiving less than $10.00 per share upon liquidation if a business combination is not completed.
• Employees: The company has no full-time employees prior to the business combination; post-combination, the success of the combined entity will determine employment stability and potential equity compensation.
• Customers/Suppliers: The company currently has no customers or suppliers as it is a blank check company; future impact depends on the operations of Goodvision AI Inc. post-merger.
• Creditors: Claims of creditors could reduce the funds available in the trust account for public shareholders if waivers are not obtained or enforced, potentially leading to less than $10.00 per share upon redemption.

Next Steps

• Complete the merger with Goodvision AI Inc., subject to customary closing conditions, including shareholder approval.
• File a Registration Statement on Form S-4 in connection with the proposed business combination with Goodvision AI Inc.
• Address and remediate identified deficiencies in disclosure controls and procedures post-business combination.
• Potentially raise additional financing (debt or equity) to complete the business combination or for post-merger working capital.

Key Dates

Recommendation

The company has achieved a significant milestone by entering into a definitive business combination agreement with Goodvision AI Inc. This moves the SPAC closer to its intended purpose. However, the filing does not provide sufficient detail on Goodvision AI Inc.'s business, financials, or market prospects to make a 'buy' or 'sell' recommendation. The 'going concern' warning is standard for SPACs at this stage, and the risks associated with international operations and internal controls are noted. Investors should 'hold' pending further disclosures (e.g., Form S-4) that will provide a comprehensive view of the target company and the combined entity's future prospects.

Keywords

SPAC, Blank Check Company, Business Combination, Goodvision AI Inc., Merger Agreement, SEC Filing, 10-K, IPO, Trust Account, Cayman Islands, Corporate Governance, Risk Factors, Financial Reporting, China Risks, Cybersecurity, Redemption Rights, Founder Shares, Private Placement, Nasdaq Listing