calisa收购 Corp 2025年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR Commission File Number: 001-42910 Calisa Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands(State or other jurisdiction(IRS Employer (203) 998-5540(Issuer’s telephone number including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of December 2, 2025, the registrant had 8,427,500 ordinary shares, $0.0001 par value, outstanding. Part I - Financial Information CALISA ACQUISITION CORPBALANCE SHEETS (UNAUDITED) (2) In June 2025, the Company effected a 4-for-3 forward stock split of its issued and unissued shares, reducing the par value from$0.0001 to $0.000075. As a result, the number of authorized shares increased from 2,000,000 to 2,666,666 for preferred sharesand from 200,000,000 to 266,666,666 for ordinary shares. The forward split resulted in an aggregate of 2,475,000 shares issued (2) In June 2025, the Company effected a 4-for-3 forward stock split of its issued and unissued shares, reducing the par value from$0.0001 to $0.000075. As a result, the number of authorized shares increased from 2,000,000 to 2,666,666 for preferred sharesand from 200,000,000 to 266,666,666 for ordinary shares. The forward split resulted in an aggregate of 2,475,000 shares issued (2) In June 2025, the Company effected a 4-for-3 forward stock split of its issued and unissued shares, reducing the par value from$0.0001 to $0.000075. As a result, the number of authorized ordinary shares increased from 200,000,000 to 266,666,666. Theforward split resulted in an aggregate of 2,475,000 shares issued and outstanding as of September 30, 2025. All shares and CALISA ACQUISITION CORPSTATEMENTS OF CASH FLOWS Cash flows from operating activities: Net loss$(84,486)$(79,459)Adjustments to reconcile net loss to net cash provided by operating activitiesAccrued offering costs and expenses(41,253)69,459 Supplemental disclosure of noncash investing and financing activities CALISA ACQUISITION CORPNOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Calisa Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on March 11, 2024. The Company was formed forthe purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company isan early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and The Company’s sponsors are Alisa Group Limited, a British Virgin Islands company, and Calisa Holding LP, a Delaware limitedpartnership (the “Sponsors”). As of September 30, 2025, the Company had not commenced any revenue-generating operations. Allactivity for the period from March 11, 2024 (inception) through September 30, 2025 relates to the Company’s formation and the initialpublic offering (“Initial Public Offering” or “IPO”), which is described below. The Company will not generate any operating revenues The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on October 20, 2025. OnOctober 23, 2025, the Company consummated the IPO of 6,000,000 units (the “Units” and with respect to the ordinary shares includedin the Units being offered, the “Public Shares”), generating gross proceeds of $60,000,000, which is described in Note 3, and the sale Transaction costs related to the IPO amounted to approximately $1,957,585, consisting of $1,200,000 of cash underwriting fees and$757,585 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional The Company