Calisa Acquisition Corp 2025年度报告

FORM 10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025 ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ___________ to ____________ Commission File Number 001-42910 CALISA ACQUISITION CORP(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or Other Jurisdictionof Incorporation)(I.R.S. EmployerIdentification No.) 205 W. 37thStreet, New York, New York10018(Address of Principal Executive Offices)(Zip Code) (203) 998-5540(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of each exchange on which registered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actof 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirement for the past 90 days. Yes☒No☐ 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 tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ 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 June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s ordinaryshares were not publicly traded. Accordingly, there was no market value for the registrant’s ordinary shares on such date. As of March 25, 2026, 8,427,500 ordinary shares, par value $0.000075 per share, were issued and outstanding. Documents Incorporated by Reference: None. CALISA ACQUISITION CORPFORM 10-K TABLE OF CONTENTS PART I1Item 1.Business1Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments59Item 1C.Cybersecurity59Item 2.Properties59Item 3.Legal Proceedings59Item 4.Mine Safety Disclosures59 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities60Item 6.[Reserved]61Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations61Item 7A.Quantitative and Qualitative Disclosures About Market Risk63Item 8.Financial Statements and Supplementary Data63Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures63Item 9A.Controls and Procedures64Item 9B.Other Information64Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections64 Item 10.Directors, Executive Officers and Corporate Governance65Item 11.Executive Compensation69Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters69Item 13.Certain Relationships and Related Transactions, and Director Independence71Item 14.Principal Accountant Fees and Services72 Item 15.Exhibits, Financial Statement Schedules73Item 16.Form 10-K