Calisa Acquisition Corp. Files S-1/A for IPO

TL;DR

SPAC filing update from Calisa Acquisition Corp. - IPO on the horizon.

AI Summary

Calisa Acquisition Corp. filed an S-1/A amendment on August 8, 2024, for its initial public offering. The company, incorporated in the Cayman Islands, is a blank check company focused on the real estate and construction sector. Its principal executive offices are located at 420 Lexington Ave, Suite 2446, New York, NY 10170.

Why It Matters

This filing indicates Calisa Acquisition Corp. is moving forward with its plan to become a publicly traded entity, potentially impacting the capital markets for SPACs in the real estate and construction industry.

Risk Assessment

Risk Level: medium — As a blank check company, its success is contingent on identifying and merging with a suitable target business, which carries inherent risks.

Key Numbers

• 333-280565 — SEC File Number (Identifies this specific registration filing)
• 20240809 — Filing Date (Date the amendment was filed with the SEC)

Key Players & Entities

• Calisa Acquisition Corp (company) — Registrant
• Cayman Islands (jurisdiction) — State of incorporation
• 420 Lexington Ave, Suite 2446, New York, NY 10170 (address) — Principal executive offices
• Hongfei Zhang (person) — Agent for service
• David A. Miller, Esq. (person) — Counsel
• Jeffrey M. Gallant, Esq. (person) — Counsel
• Graubard Miller (company) — Legal counsel
• The Chrysler Building, 405 Lexington Avenue, 44th Floor, New York, NY 10174 (address) — Counsel address
• Douglas S. Ellenoff (person) — Counsel

FAQ

Key Financial Figures

• $60,000,000 — t to Completion, dated August 8, 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

Filing Documents

• forms-1a.htm (S-1/A) — 2025KB
• ex1-1.htm (EX-1.1) — 282KB
• ex3-2.htm (EX-3.2) — 1016KB
• ex4-1.htm (EX-4.1) — 27KB
• ex4-2.htm (EX-4.2) — 30KB
• ex4-3.htm (EX-4.3) — 34KB
• ex4-4.htm (EX-4.4) — 118KB
• ex5-1.htm (EX-5.1) — 11KB
• ex10-1.htm (EX-10.1) — 21KB
• ex10-2.htm (EX-10.2) — 67KB
• ex10-3.htm (EX-10.3) — 149KB
• ex10-4.htm (EX-10.4) — 141KB
• ex10-5.htm (EX-10.5) — 117KB
• ex10-6.htm (EX-10.6) — 100KB
• ex10-7.htm (EX-10.7) — 20KB
• ex10-8.htm (EX-10.8) — 60KB
• ex14-1.htm (EX-14.1) — 80KB
• ex23-3.htm (EX-23.3) — 5KB
• ex99-1.htm (EX-99.1) — 57KB
• ex99-2.htm (EX-99.2) — 36KB
• ex99-3.htm (EX-99.3) — 4KB
• ex99-4.htm (EX-99.4) — 4KB
• ex99-5.htm (EX-99.5) — 4KB
• ex99-6.htm (EX-99.6) — 37KB
• ex3-2_001.jpg (GRAPHIC) — 12KB
• ex23-3_001.jpg (GRAPHIC) — 9KB
• ex23-3_002.jpg (GRAPHIC) — 113KB
• 0001493152-24-030841.txt ( ) — 4629KB

From the Filing

filed with the Securities and Exchange Commission on August 8, 2024 Registration No. 333-280565 UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 Calisa Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary (I.R.S. Employer Identification Number) Calisa Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 Tel: 203-998-5540 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Hongfei Zhang Calisa Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 Tel: 203-998-5540 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David A. Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue, 44 th Floor New York, NY 10174 Tel: (212) 818-8800 Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Anthony Ain, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Preliminary Prospectus $60,000,000 CALISA ACQUISITION CORP 6,000,000 Units Calisa Acquisition Corp is a Cayman Islands exempted company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our “initial business combination” or our “business combination.” We may pursue a business combination with a target (which we refer to throughout this prospectus as a “target,” a “target company,” a “business combination candidate” 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 focus our search on businesses througho

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View this S-1/A filing on SEC EDGAR