Calisa Acquisition Corp Files S-1 for IPO

TL;DR

SPAC Calisa Acquisition Corp just filed its S-1, get ready for a new IPO!

AI Summary

Calisa Acquisition Corp, a blank check company, filed an S-1 registration statement on June 28, 2024, to offer an unspecified number of units. The company, incorporated in the Cayman Islands and headquartered at 420 Lexington Ave, New York, NY, aims to pursue an initial business combination. The filing details the proposed structure and the management team, including Hongfei Zhang as a key contact.

Why It Matters

This S-1 filing indicates Calisa Acquisition Corp is preparing to go public, signaling potential future investment opportunities and market activity in the special purpose acquisition company (SPAC) sector.

Risk Assessment

Risk Level: medium — As a SPAC, Calisa Acquisition Corp's success is contingent on finding and completing a business combination, which carries inherent risks.

Key Players & Entities

• Calisa Acquisition Corp (company) — Registrant
• June 28, 2024 (date) — Filing Date
• 420 Lexington Ave, Suite 2446 New York, NY 10170 (address) — Principal Executive Offices
• Hongfei Zhang (person) — Contact Person
• David A. Miller (person) — Counsel
• Jeffrey M. Gallant (person) — Counsel
• Graubard Miller (company) — Counsel
• Douglas S. Ellenoff (person) — Counsel
• Stuart Neuhauser (person) — Counsel
• Anthony Ain (person) — Counsel

FAQ

Key Financial Figures

• $60,000,000 — ct to Completion, dated June 28, 2024 $60,000,000 CALISA ACQUISITION CORP 6,000,000 U
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one ordinary share and
• $200,000 — leased to us to pay our taxes and up to $200,000 per year that may be released to us for
• $100,000 — rements as described herein (less up to $100,000 of interest to pay liquidation and diss
• $2,500,000 — per unit for a total purchase price of $2,500,000 in a private placement that will close
• $0.35 — 9.45 $ 56,700,000 (1) 1. Includes $0.35 per unit, or up to $2,100,000 in the ag
• $2,100,000 — 1. Includes $0.35 per unit, or up to $2,100,000 in the aggregate, or up to $2,415,000 i
• $2,415,000 — o $2,100,000 in the aggregate, or up to $2,415,000 if the over-allotment option is exercis
• $0.15 — ribed herein. We may elect to pay up to $0.15 of the $0.35 per unit in our securities
• $69,000,000 — ibed in this prospectus, $60,000,000 or $69,000,000 if the underwriters’ over-allotme
• $1,750,000 — mpany, acting as trustee, approximately $1,750,000, or $1,930,000, if the underwriters&rsq
• $1,930,000 — s trustee, approximately $1,750,000, or $1,930,000, if the underwriters’ over-allotm
• $750,000 — ounts and commissions, and an estimated $750,000 will be available for working capital f
• $1,450 — Inc. for an aggregate purchase price of $1,450 in a p

Filing Documents

• forms-1.htm (S-1) — 1979KB
• ex3-1.htm (EX-3.1) — 945KB
• ex5-2.htm (EX-5.2) — 96KB
• ex23-3.htm (EX-23.3) — 5KB
• ex107.htm (EX-FILING FEES) — 23KB
• ex3-1_001.jpg (GRAPHIC) — 18KB
• ex3-1_002.jpg (GRAPHIC) — 36KB
• ex3-1_003.jpg (GRAPHIC) — 11KB
• ex3-1_004.jpg (GRAPHIC) — 2KB
• ex3-1_005.jpg (GRAPHIC) — 3KB
• ex5-2_001.jpg (GRAPHIC) — 3KB
• ex5-2_002.jpg (GRAPHIC) — 5KB
• ex23-3_001.jpg (GRAPHIC) — 9KB
• ex23-3_002.jpg (GRAPHIC) — 90KB
• 0001493152-24-025596.txt ( ) — 3292KB

Risk Factors

Risk Factors 26 Cautionary Note Regarding Forward-Looking Statements 75

Use of Proceeds

Use of Proceeds 76 Dividend Policy 79

Dilution

Dilution 80 Capitalization 81 Management’s Discussion and Analysis of Financial Condition and Results of Operations 82 Proposed Business 88 Management 110 Principal Shareholders 117 Certain Relationships and Related Party Transactions 119

Description of Securities

Description of Securities 121 United States Federal Income Tax Considerations 136

Underwriting

Underwriting 144 Legal Matters 153 Experts 153 Where You Can Find Additional Information 153 Index to Financial Statements F-1 iv SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: “amended and restated memorandum and articles of association” are to our memorandum and articles of association to be in effect upon completion of this offering; “ board of directors’ is to the board of directors of the Company; “Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; “company,” “our company” “we,” “us” or “our” are to Calisa Acquisition Corp, a Cayman Islands exempted company; “EBC” or “representative” are to EarlyBirdCapital, Inc., the representative of the underwriters in this offering; “EBC founder shares” or “EBC Founder Shares” are to 100,000 ordinary shares that we issued to EarlyBirdCapital, Inc. for an aggregate purchase price of $1,450 in a p

View Full Filing

View this S-1 filing on SEC EDGAR