Calisa Acquisition Corp美股招股说明书(2025-10-22版)

$60,000,000CALISA ACQUISITION CORP6,000,000 Units Calisa Acquisition Corp is a Cayman Islands exempted company formed for the purpose of effecting a merger, stockexchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which werefer to throughout this prospectus as our “initial business combination” or our “business combination.” We may pursue a businesscombination with a target (which we refer to throughout this prospectus as a “target,” a “target company,” a “business combinationcandidate” or an “acquisition candidate”) in any industry that can benefit from the expertise and capabilities of our management team.While our efforts in identifying prospective target businesses will not be limited to a particular geographic region, we intend to focusour search on businesses throughout Asia. However, we will not consummate our initial business combination with an entity orbusiness with China operations consolidated through a variable interest entity (“VIE”) structure. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary shareand one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of an initial businesscombination. We will not issue fractional shares and only whole shares will trade, so unless you purchase units in multiple of tens, youwill not be able to receive or trade the fractional shares underlying the rights. We have also granted the underwriters a 45-day option topurchase up to an additional 900,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account, described below, as of two business days prior to the consummation of our initial business combination, includinginterest earned on the funds held in the trust account, and not previously released to us to pay our taxes, divided by the number of thenoutstanding ordinary shares that were sold as part of the units in this offering, which we refer to collectively throughout this prospectusas our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within18 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and notpreviously released to us to pay our taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by thenumber of then outstanding public shares, subject to applicable law and as further described herein. However, we may hold ashareholder vote at any time to amend our amended and restated memorandum and articles of association to extend the amount of timewe will have to consummate an initial business combination, in which case we will provide our shareholders with the opportunity toredeem their shares in connection therewith. Our sponsors, Alisa Group Limited and Calisa Holding LP (which we refer to throughout this prospectus as our “sponsors”),and EarlyBirdCapital, Inc. (“EBC”) have agreed that they and/or their designees will purchase from us an aggregate of 252,500 privateunits at a price of $10.00 per unit (192,500 private units to be purchased by our sponsors and 60,000 private units to be purchased byEBC and/or its designees) for a total purchase price of $2,525,000 in a private placement that will close simultaneously with theclosing of this offering. We refer to these units throughout this prospectus as the “private units.” Our sponsors and EBC have alsoagreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchasefrom us up to an additional 18,000 private units on a pro rata basis at a price of $10.00 per unit in an amount that is necessary tomaintain in the trust account $10.00 per unit sold to the public in this offering. The private units are identical to the units sold in thisoffering, subject to limited exceptions. Our sponsors and EBC have agreed not to transfer, assign or sell any of the private units orunderlying securities (with certain exceptions) until the completion of our initial business combination. Currently, there is no public market for our units, ordinary shares or rights. Our units have been approved for listing on theGlobal Market tier of the Nasdaq Stock Market, or “Nasdaq”, under the symbol “ALISU” on or promptly after the date of thisprospectus. The ordinary shares and rights comprising the units will begin separate trading on the 90thday following the date of thisprospectus unless EarlyBirdCapital, Inc. (