Calisa Acquisition Corp Faces Going Concern Doubt Amidst IPO Proceeds

TL;DR

**ALISR is a high-risk SPAC with a going concern warning, making it a speculative bet on a rapid, successful business combination.**

AI Summary

Calisa Acquisition Corp (ALISR) reported a net loss of $84,486 for the nine months ended September 30, 2025, an increase from a net loss of $79,459 for the period from March 11, 2024 (inception) through September 30, 2024. The company's formation and operating costs rose to $84,533 for the nine months ended September 30, 2025, compared to $79,459 in the prior comparable period. Cash increased significantly to $1,901,988 as of September 30, 2025, from $1,487 at December 31, 2024, primarily due to financing activities. Total current liabilities surged to $2,156,996 from $147,055, largely driven by a new 'Other payable – related party' of $1,900,000. The company completed its Initial Public Offering (IPO) on October 23, 2025, raising $60,000,000 from 6,000,000 units, and an additional $2,525,000 from private placement units. Despite the IPO proceeds, the company faces a working capital deficit of $252,875 as of September 30, 2025, and management has identified substantial doubt about its ability to continue as a going concern if a business combination is not completed within the 18-month Combination Period.

Why It Matters

This filing is critical for investors as Calisa Acquisition Corp, a SPAC, has identified substantial doubt about its ability to continue as a going concern, despite recently completing its IPO. The significant working capital deficit of $252,875 and reliance on completing a business combination within 18 months pose considerable risk. For employees, the uncertainty surrounding a successful merger could impact job security. Customers are not directly affected yet, as the company has no revenue-generating operations. In the broader market, this highlights the inherent risks of SPACs, especially those struggling to identify and close a target, potentially dampening investor appetite for similar vehicles in a competitive SPAC landscape.

Risk Assessment

Risk Level: high — The company explicitly states that conditions raise "substantial doubt about the Company's ability to continue as a going concern" due to a working capital deficit of $252,875 as of September 30, 2025, and the requirement to complete a business combination within 18 months. Failure to do so would result in liquidation, extinguishing shareholder rights.

Analyst Insight

Investors should exercise extreme caution and consider divesting if they are risk-averse. For those with a high-risk tolerance, monitor closely for any definitive news regarding a potential business combination, as the current going concern warning indicates significant uncertainty.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$84,486

eps

N/A

gross Margin

N/A

cash Position

$1,901,988

revenue Growth

N/A

Key Numbers

• $84,486 — Net Loss (Increased from $79,459 in the prior comparable period, indicating rising operational costs without revenue.)
• $1,901,988 — Cash (Significantly increased from $1,487 at December 31, 2024, primarily due to IPO and private placement proceeds.)
• $252,875 — Working Capital Deficit (A critical indicator of financial distress, contributing to the going concern doubt.)
• $60,000,000 — IPO Gross Proceeds (Funds raised from the sale of 6,000,000 units on October 23, 2025, for future business combination.)
• $2,525,000 — Private Placement Proceeds (Additional funds raised from Sponsors and EBC, closed simultaneously with the IPO.)
• 18 months — Combination Period (The deadline from IPO closing to consummate a Business Combination, failure of which leads to liquidation.)
• $1,900,000 — Other Payable – Related Party (A new significant liability contributing to the increase in total current liabilities.)
• 2,475,000 — Ordinary Shares Outstanding (As of September 30, 2025, after a 4-for-3 forward stock split in June 2025.)

Key Players & Entities

• Calisa Acquisition Corp (company) — registrant
• Alisa Group Limited (company) — sponsor
• Calisa Holding LP (company) — sponsor
• EarlyBirdCapital, Inc. (company) — underwriter
• $84,486 (dollar_amount) — net loss for nine months ended September 30, 2025
• $60,000,000 (dollar_amount) — gross proceeds from IPO on October 23, 2025
• $2,525,000 (dollar_amount) — total proceeds from private placement units
• $1,901,988 (dollar_amount) — cash balance as of September 30, 2025
• $252,875 (dollar_amount) — working capital deficit as of September 30, 2025
• $1,900,000 (dollar_amount) — other payable – related party as of September 30, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: Calisa Acquisition Corp faces substantial doubt about its ability to continue as a going concern if a business combination is not completed within the 18-month Combination Period following the IPO. As of September 30, 2025, the company had a working capital deficit of $252,875 and a net loss of $84,486 for the nine months ended September 30, 2025.
• Significant Related Party Liability [medium — financial]: A new 'Other payable – related party' of $1,900,000 significantly increased total current liabilities to $2,156,996 as of September 30, 2025. This concentration of liability with a related party poses a financial risk.
• Dependence on Business Combination [high — operational]: The company's existence is contingent upon successfully completing a business combination within the specified timeframe. Failure to do so will likely result in liquidation, making the selection and execution of a target business critical.
• Rising Operating Costs [medium — financial]: Formation and operating costs increased to $84,533 for the nine months ended September 30, 2025, from $79,459 in the prior comparable period. This trend, coupled with a net loss, highlights increasing expenses without corresponding revenue generation.

Industry Context

Calisa Acquisition Corp operates within the Special Purpose Acquisition Company (SPAC) sector, which has seen significant activity but also increased scrutiny. SPACs are designed to facilitate mergers with private companies, offering an alternative route to public markets. The competitive landscape involves numerous SPACs vying for attractive acquisition targets, while regulatory bodies are increasingly focused on disclosures and investor protections within this market.

Regulatory Implications

As a SPAC, Calisa Acquisition Corp is subject to SEC regulations governing IPOs and business combinations. The company must ensure compliance with disclosure requirements and anti-fraud provisions. Increased regulatory focus on SPACs could lead to stricter oversight and potential changes in reporting standards.

What Investors Should Do

1. Monitor Business Combination Progress
2. Assess Management's Execution Risk
3. Understand Post-Combination Structure

Key Dates

• 2025-10-23: Initial Public Offering (IPO) Completed — Raised $60,000,000 from 6,000,000 units, providing capital for a business combination. This date marks the start of the 18-month Combination Period.
• 2025-09-30: Balance Sheet Date — As of this date, the company had a working capital deficit of $252,875 and a significant related party payable of $1,900,000.
• 2025-06-01: 4-for-3 Forward Stock Split — Adjusted the number of ordinary shares outstanding to 2,475,000 as of September 30, 2025, impacting per-share calculations.
• 2024-03-11: Company Inception — Marks the beginning of the company's operational history and the start of the first reporting period.

Glossary

Combination Period

The timeframe, typically 18 months from the IPO closing date, within which a special purpose acquisition company (SPAC) must complete a business combination. (Calisa Acquisition Corp must find and complete a business combination within this period to avoid liquidation.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating a potential short-term liquidity problem. (Calisa Acquisition Corp has a working capital deficit of $252,875 as of September 30, 2025, contributing to going concern doubts.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future, typically at least 12 months from the reporting date. (Management has identified substantial doubt about Calisa Acquisition Corp's ability to continue as a going concern without a successful business combination.)

SPAC

Special Purpose Acquisition Company. A shell company that is formed to raise capital through an IPO for the purpose of acquiring an existing company. (Calisa Acquisition Corp is a SPAC whose primary objective is to find and merge with an operating business.)

Related Party

A person or entity that has the ability to control or significantly influence the operating decisions of another entity. (The significant 'Other payable – related party' of $1,900,000 highlights a financial obligation to an affiliated entity.)

Year-Over-Year Comparison

This filing represents a period of significant transition for Calisa Acquisition Corp, marked by its IPO and substantial capital raise. Compared to the prior period (inception to September 30, 2024), the company has moved from a nascent stage with minimal assets and liabilities to a publicly traded entity with $1,901,988 in cash but also a substantial working capital deficit of $252,875 and a large related party payable of $1,900,000. Operating costs have increased, contributing to a larger net loss of $84,486 for the nine months ended September 30, 2025. The primary risk has shifted from initial formation costs to the critical need to execute a business combination within the stipulated 18-month period.

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share ALIS The Nasdaq Stock Mar

Filing Documents

• form10-q.htm (10-Q) — 450KB
• ex31-1.htm (EX-31.1) — 20KB
• ex31-2.htm (EX-31.2) — 20KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 8KB
• 0001493152-25-025781.txt ( ) — 2862KB
• alisu-20250930.xsd (EX-101.SCH) — 24KB
• alisu-20250930_cal.xml (EX-101.CAL) — 24KB
• alisu-20250930_def.xml (EX-101.DEF) — 130KB
• alisu-20250930_lab.xml (EX-101.LAB) — 222KB
• alisu-20250930_pre.xml (EX-101.PRE) — 198KB
• form10-q_htm.xml (XML) — 283KB

- Financial Information

Part I - Financial Information 2

– Financial Statements

Item 1 – Financial Statements 2 Balance Sheets (Unaudited) 2 3 4 5 Notes to Unaudited Financial Statements 6

– Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations 15

– Quantitative and Qualitative Disclosures About Market Risk

Item 3 – Quantitative and Qualitative Disclosures About Market Risk 17

– Controls and Procedures

Item 4 – Controls and Procedures 18

- Other Information

Part II - Other Information 18

– Unregistered Sales of Equity Securities and Use of Proceeds

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds 18

– Other Information

Item 5 – Other Information 19

– Exhibits

Item 6 – Exhibits 20

Signatures

Signatures 21 1 Part I - Financial Information Item 1 – Financial Statements CALISA ACQUISITION CORP BALANCE SHEETS (UNAUDITED) September 30, 2025 December 31, 2024 ASSETS Cash $ 1,901,988 $ 1,487 Deferred offering costs 290,301 214,880 Prepaid expenses 2,133 4,266 Total Current Assets 2,194,422 220,633 Total Assets $ 2,194,422 $ 220,633 Liabilities and Shareholders' Equity Accrued offering costs and expenses $ 5,452 $ 46,705 Accrued expenses - related party 10,000 10,000 Accured expenses 10,000 10,000 Due to related party 241,544 90,350 Other payable – related party (Note 5) 1,900,000 - Total Current Liabilities 2,156,996 147,055 Total Liabilities 2,156,996 147,055 Shareholders' Equity: Preference shares, $ 0.000075 par value; 2,666,666 shares authorized; none issued and outstanding (2) - - Ordinary shares, $ 0.000075 par value; 266,666,666 shares authorized; 2,475,000 and 2,433,333 shares issued and outstanding at September 30, 2025 and December 31, 2024 (1)(2) 186 183 Additional paid-in capital 201,148 152,817 Accumulated deficit ( 163,908 ) ( 79,422 ) Total shareholders' equity 37,426 73,578 Total Liabilities and Shareholders' Equity $ 2,194,422 $ 220,633 (1) Includes an aggregate of up to 300,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters (See Note 5 and 7). (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 shares and from 200,000,000 to 266,666,666 for ordinary shares. The forward split resulted in an aggregate of 2,475,000 shares issued and outstanding as of September 30, 2025. All shares and associated amounts have been retroactively restated to reflect the stock split. (See Note 5) The

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