{"url_path":"/sec/alis/10-q/2026/item-1","section_key":"item-1","section_title":"Item 1 Financial Statements**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2026767/0001493152-26-023852-index.html","accession_number":"0001493152-26-023852","cik":"0002026767","ticker":"ALIS","issuer_name":"Calisa Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2026767/0001493152-26-023852-index.html","primary_entity_key":"0002026767","primary_entity_name":"Calisa Acquisition Corp"},"word_count":7367,"has_tables":true,"body_markdown":"**Item\n1 – Financial Statements**\n\n \n\n**CALISA\nACQUISITION CORP**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n**(UNAUDITED)**\n\n \n\n  \nMarch\n31,  \nDecember\n31, \n\n  \n2026  \n2025 \n\n  \n  \n  \n\nAssets \n    \n   \n\nCash\nand cash equivalents \n$259,885  \n$459,048 \n\nPrepaid\nexpenses \n 86,699  \n 129,174 \n\nTotal\ncurrent assets \n 346,584  \n 588,222 \n\nCash\nand Investments held in trust \n 60,960,574  \n 60,429,224 \n\nTotal\nassets \n$61,307,158  \n$61,017,446 \n\n  \n    \n   \n\nLiabilities\nand Shareholders’ Equity \n    \n   \n\nAccounts\npayable \n$252,987  \n$- \n\nAccrued\nexpenses \n -  \n 15 \n\nAccrued\noffering costs \n 75,000  \n 78,973 \n\nAccrued\nexpenses - related party \n 6,198  \n 6,198 \n\nAccrued\nexpenses \n 6,198  \n 6,198 \n\nTotal\ncurrent liabilities \n 334,185  \n 85,186 \n\nTotal\nliabilities \n 334,185  \n 85,186 \n\n  \n    \n   \n\nCommitments\nand contingencies \n -   \n -  \n\nOrdinary\nshares subject to possible redemption, 6,000,000 shares at redemption value of $10.16 and $10.07 per share as of March 31, 2026 and\nDecember 31, 2025, respectively \n 60,960,574  \n 60,429,224 \n\n  \n    \n   \n\nShareholders’\nEquity: \n    \n   \n\nPreference\nshares, $0.000075 par value; 2,666,666 shares authorized; none issued and outstanding \n -  \n - \n\nOrdinary\nshares, $0.000075 par value; 266,666,666 shares authorized; 2,427,500 shares issued and outstanding as of March 31, 2026 and December\n31, 2025 (excluding 6,000,000 shares subject to possible redemption) \n 182  \n 182 \n\nAdditional\npaid-in capital \n -  \n 336,822 \n\nRetained\nearnings \n 12,217  \n 166,032 \n\nTotal\nshareholders’ equity \n 12,399  \n 503,036 \n\nTotal\nLiabilities and Shareholders’ Equity \n$61,307,158  \n$61,017,446 \n\n \n\nThe\naccompanying notes are an integral part of the unaudited consolidated financial statements.\n\n \n\n 2 \n\n \n\n** **\n\n**CALISA\nACQUISITION CORP**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS**\n\n**(UNAUDITED)**\n\n** **\n\n  \nThree\nMonths  \nThree\nMonths \n\n  \nEnded\nMarch 31,  \nEnded\nMarch 31, \n\n  \n2026  \n2025 \n\nFormation\nand operating costs \n$(588,017) \n$- \n\nLoss\nfrom operations \n$(588,017) \n$- \n\n  \n    \n   \n\nOther\nincome \n    \n   \n\nBank\ninterest income \n 3,380  \n - \n\nInterest\nearned on cash and investments held in Trust Account \n 531,350  \n - \n\nTotal\nother income \n 534,730  \n - \n\n  \n    \n   \n\nNet loss \n$(53,287) \n$- \n\n  \n    \n   \n\nBasic and diluted weighted average ordinary shares outstanding, ordinary\nsubject to possible redemption \n 6,000,000  \n - \n\n**Basic\nand diluted net loss per share, common stock subject to redemption**\n** **\n$(0.01) \n$- \n\n  \n    \n   \n\nBasic and diluted Weighted average ordinary shares outstanding, ordinary\nshares, non-redeemable\n \n 2,427,500  \n 2,133,333 \n\n**Basic\nand diluted net loss per share, common stock, non-redeemable**\n \n$(0.01) \n$- \n\n \n\nThe\naccompanying notes are an integral part of the unaudited consolidated financial statements.\n\n \n\n 3 \n\n \n\n** **\n\n**CALISA\nACQUISITION CORP**\n\n**CONSOLIDATED\nSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY**\n\n**(UNAUDITED)**\n\n \n\n**FOR\nTHREE MONTHS ENDED MARCH 31, 2026**\n\n** **\n\n** **** **\n**Shares**** **** **\n**Amount**** **** **\n\n**Additional**\n\n**Paid-in**\n\n**Capital**\n** **** **\n\n**Retained**\n\n**Earnings**\n\n**(Accumulated**\n\n**Deficit)**\n** **** **\n\n**Total**\n\n**Shareholders’**\n\n**Equity**\n** **\n\nBalance\nas of January 1, 2026 \n 2,427,500  \n$182  \n$336,822  \n$166,032  \n$503,036 \n\n  \n    \n    \n    \n    \n   \n\nTransaction costs paid on behalf of the Company \n -  \n -  \n 94,000  \n -  \n 94,000 \n\nSubsequent measurement of ordinary shares subject to possible redemption \n -  \n -  \n (430,822) \n (100,528) \n (531,350)\n\nNet\nloss \n -  \n -  \n -  \n (53,287) \n (53,287)\n\nBalance\nas of March 31, 2026 \n 2,427,500  \n$182  \n$-  \n$12,217  \n$12,399 \n\n \n\n**FOR\nTHREE MONTHS ENDED MARCH 31, 2025**\n\n** **\n\n** **** **\n**Shares**** **** **\n**Amount**** **** **\n\n**Additional**\n\n**Paid-in**\n\n**Capital**\n** **** **\n\n**Accumulated**\n\n**Deficit**\n** **** **\n\n**Total**\n\n**Shareholders’**\n\n**Equity**\n** **\n\nBalance\nas of January 1, 2025 \n 2,433,333  \n$183  \n$152,817  \n$(79,422) \n$73,578 \n\nBalance \n 2,433,333  \n$183  \n$152,817  \n$(79,422) \n$73,578 \n\n  \n    \n    \n    \n    \n   \n\nNet\nincome \n -  \n -  \n -  \n -  \n - \n\nNet income (loss) \n -  \n -  \n -  \n -  \n - \n\nBalance\nas of March 31, 2025 \n 2,433,333  \n$183  \n$152,817  \n$(79,422) \n$73,578 \n\nBalance \n 2,433,333  \n$183  \n$152,817  \n$(79,422) \n$73,578 \n\n \n\nThe\naccompanying notes are an integral part of the unaudited consolidated financial statements.\n\n \n\n 4 \n\n \n\n** **\n\n**CALISA\nACQUISITION CORP**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n**(UNAUDITED)**\n\n** **\n\n  \nFor\nThree  \nFor\nThree \n\n  \nMonths\nEnded  \nMonths\nEnded \n\n  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nCash\nflows from operating activities: \n    \n   \n\nNet loss \n$(53,287) \n$- \n\nAdjustments\nto reconcile net loss to net cash used in operating activities: \n    \n   \n\nTransaction costs paid on behalf of the Company \n 94,000  \n - \n\nInterest\nearned on cash and investments held in Trust Account \n (531,350) \n - \n\nChanges\nin current assets and liabilities: \n    \n   \n\nPrepaid\nexpense \n 42,475  \n - \n\nAccounts\nPayable \n 252,987  \n - \n\nAccrued\nexpenses \n (15) \n (4,266)\n\nAccrued\noffering costs \n (3,973) \n (17,210)\n\nNet\ncash used in operating activities \n (199,163) \n (21,476)\n\n  \n    \n   \n\nCash\nflows from financing activities: \n    \n   \n\nProceeds\nfrom due to related party \n -  \n 21,476 \n\nNet\ncash provided by financing activities \n -  \n 21,476 \n\n  \n    \n   \n\nNet decrease in cash and cash equivalents \n (199,163) \n - \n\nCash\nand cash equivalents at beginning of period \n 459,048  \n 1,487 \n\nCash\nand cash equivalents at end of period \n$259,885  \n$1,487 \n\n  \n    \n   \n\nSupplemental\ndisclosure of noncash investing and financing activities \n    \n   \n\nContribution of transaction cost \n$94,000  \n- \n\nSubsequent\nmeasurement of ordinary shares subject to possible redemption \n$531,350  \n - \n\n \n\nThe\naccompanying notes are an integral part of the unaudited consolidated financial statements.\n\n \n\n 5 \n\n \n\n** **\n\n**CALISA\nACQUISITION CORP**\n\n**Notes\nto the UNAUDITED CONSOLIDATED financial statements**\n\n \n\n**NOTE\n1 — ORGANIZATION AND BUSINESS OPERATIONS**\n\n \n\n**Description of Business**\n\n \n\nCalisa\nAcquisition Corp (the “Company”) was incorporated in the Cayman Islands on March 11, 2024. The Company was formed for the\npurpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination\nwith one or more businesses (the “Business Combination”).\n\n \n\nThe\nCompany is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early\nstage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth\ncompanies.\n\n \n\nThe Company’s sponsors are Alisa Group Limited, a British Virgin\nIslands company, and Calisa Holding LP, a Delaware limited partnership (the “Sponsors”). As of March 31, 2026, the Company\nhad not commenced any revenue-generating operations. All activity for the period from March 11, 2024 (inception) through March 31, 2026\nrelates to the Company’s formation, the initial public offering (“Initial Public Offering” or “IPO”), and\nthe execution of the Business Combination Agreement (“BCA”) with Goodvision AI Inc., as described further in Note 8.\n\n \n\nOn February 24, 2026, Calisa Merger Sub, a Cayman Islands exempted company\nand wholly owned subsidiary of the Company, was formed for purposes of the Business Combination Agreement and to serve as the surviving\ncompany following the contemplated reincorporation merger in connection with the proposed Business Combination. Calisa Merger Sub has\nno principal operations or revenue-producing activities.\n\n \n\nThe\nCompany will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The\nCompany expects to generate non-operating income in the form of interest and other income from the proceeds held in the Trust Account\n(as defined below). The Company has selected December 31 as its fiscal year end.\n\n \n\nThe\nregistration statement for the Company’s IPO (the “Registration Statement”) was declared effective on October 20, 2025.\nOn October 23, 2025, the Company consummated the IPO of 6,000,000 units (the “Units” and with respect to the ordinary shares\nincluded in the Units being offered, the “Public Shares”), generating gross proceeds of $60,000,000, which is described in\nNote 3, and the sale of 252,500 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in\na private placement to the Sponsors and EarlyBirdCapital, Inc. (“EBC”), that was closed simultaneously with the IPO.\n\n \n\nTransaction\ncosts related to the IPO amounted to approximately $1,960,106, consisting of $1,200,000 of cash underwriting fees and $760,106 of other\noffering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital\nwas fully depleted upon completion of the IPO.\n\n \n\nThe\nCompany will have until April 23, 2027 to consummate a Business Combination (the “Combination Period”). If the Company has\nnot completed a Business Combination within the Combination Period and has not sought to have shareholders amend the Combination Period\nto provide for additional time to complete such transaction, the Company will (i) cease all operations except for the purpose of winding\nup, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share\nprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously\nreleased to pay taxes, if any (less certain amount of interest to pay dissolution expenses), divided by the number of then issued and\noutstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including\nthe right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,\nsubject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject\nin each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other\napplicable law.\n\n \n\n 6 \n\n \n\n \n\n**The\nTrust Account**\n\n** **\n\nOn\nOctober 23, 2025, a total of $60,000,000 of the net proceeds from the Initial Public Offering and proceeds of the sale of the Private\nPlacement Units was deposited in a trust account (the “Trust Account”) and will be held as cash or in demand deposit accounts\nor invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity\nof 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries\nand meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i)\nthe completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders,\nas described herein. The proceeds held in the Trust Account may be released to the Company to pay taxes, if any, and for certain permitted\nworking capital and dissolution expenses as described in the Company’s governing documents.\n\n \n\n**Going\nConcern Consideration**\n\n \n\nAs of March 31, 2026, the Company had $259,885 in its operating bank account.\nThe Company has incurred and expects to continue to incur significant costs in the pursuit of its acquisition plans and the consummation\nof a Business Combination.\n\n \n\nIn connection with the Company’s\nassessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update\n(“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has\ndetermined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s\nevaluation considered the Company’s mandatory liquidation and subsequent dissolution if a Business Combination is not completed\nwithin the Combination Period.\n\n \n\nIn addition, if the Company\nis unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence\na voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate\na Business Combination will be successful within the Combination Period. As a result, management has determined that these conditions\nraise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial\nstatements are issued. The accompanying financial statements do not include any adjustments that might result from the outcome of this\nuncertainty.\n\n \n\n**NOTE\n2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis\nof Presentation**\n\n \n\nThe\naccompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United\nStates of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited consolidated\nfinancial statements as of March 31, 2026 and for the three months then ended, have been prepared in accordance with GAAP and the rules\nof the SEC. In the opinion of management, all adjustments (consisting of normal accruals), considered for a fair presentation have been\nincluded. The unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements\nincluded in its Annual Report on Form 10-K for the year ended December 31, 2025. The interim results are not necessarily indicative of\nthe results to be expected for the year ending December 31, 2026 or for any future interim periods.\n\n \n\n**Principles of Consolidation**\n\n \n\nThe accompanying consolidated financial statements include the accounts\nof the Company and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation.\n\n \n\n**Emerging\nGrowth Company**\n\n \n\nThe\nCompany is an “emerging growth company” (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities\nAct”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and may take\nadvantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging\ngrowth companies.\n\n \n\nThese exemptions include, among others, an exemption from the independent registered public accounting firm attestation\nrequirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation,\nand exemptions from the requirements to hold nonbinding advisory votes on executive compensation and shareholder approval of certain golden\nparachute payments.\n\n \n\n 7 \n\n \n\n \n\nSection 102(b)(1) of the JOBS Act provides that an EGC may take advantage\nof an extended transition period for complying with new or revised accounting standards. The Company has elected not to opt out of the\nextended transition period.\n\n \n\nAs a result, the Company’s financial statements may not be comparable\nto companies that comply with public company effective dates for new or revised accounting standards.\n\n \n\n**Use\nof Estimates**\n\n \n\nThe\npreparation of the unaudited consolidated financial statements in conformity with US GAAP requires the Company’s management to\nmake estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities\nat the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.\n\n \n\nMaking\nestimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of\na condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered\nin formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results\ncould differ significantly from those estimates.\n\n \n\n**Cash\nand cash equivalents**\n\n \n\nThe\nCompany considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.\nAs of March 31, 2026 and December 31, 2025, the Company had cash and cash equivalent of $259,885 and $459,048 respectively.\n\n \n\n**Cash\nand Investments Held in Trust Account**\n\n \n\nAs\nof March 31, 2026 and December 31, 2025, the Company had $60,960,574\nand $60,429,224, respectively, held in the Trust Account, which is presented as “Cash and Investments held in Trust Account” on the accompanying consolidated balance sheets.\n\n \n\nCash and investments held in the Trust Account were comprised of money\nmarket funds that invest in U.S. government securities. Investments in money market funds are presented on the balance sheets at fair\nvalue at the end of each reporting period. Earnings on cash and investments held in the Trust Account are included in interest earned\non cash and investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of cash and investments\nheld in the Trust Account is determined using available market information.\n\n \n\n**Concentration\nof Credit Risk**\n\n \n\nFinancial\ninstruments that potentially subject the Company to concentrations of credit risk consist of cash maintained in financial institutions,\nwhich at times may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits.\n\n \n\nAs\nof March 31, 2026 and December 31, 2025, the Company has not experienced losses on these accounts and management believes the Company\nis not exposed to significant credit risk related to these accounts.\n\n \n\nHowever,\nany loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition,\nresults of operations and cash flows.\n\n \n\n 8 \n\n \n\n \n\n**Offering\nCosts associated with the IPO**\n\n \n\nThe\nCompany applies ASC 340-10-S99-1 (SAB Topic 5.A, “Expenses of Offering”) in accounting for offering costs. Offering costs\nconsisted principally of legal, accounting, underwriting and other costs directly related to the IPO. These costs were allocated to the\nseparable financial instruments issued in the IPO based on their relative fair values.\n\n \n\nUpon\ncompletion of the IPO, offering costs allocated to the Public Shares were charged against the carrying value of ordinary shares subject\nto possible redemption, and offering costs allocated to the Public Rights were charged to additional paid-in capital. See Note 3 for\nadditional detail regarding the IPO structure and related costs.\n\n \n\n**Ordinary\nshares subject to possible redemption**\n\n \n\nThe\nCompany accounts for its ordinary shares subject to possible redemption in accordance with ASC 480, Distinguishing Liabilities from Equity.\nOrdinary shares that are subject to mandatory redemption are classified as liabilities and measured at fair value. Conditionally redeemable\nordinary shares— including shares with redemption rights that are either within the control of the holder or subject to redemption\nupon the occurrence of uncertain events not solely within the Company’s control—are classified as temporary equity.\n\n \n\nThe\nCompany’s Public Shares include redemption features that are considered to be outside the Company’s control and, therefore,\nare classified as ordinary shares subject to possible redemption. As of March 31, 2026 and December 31, 2025, ordinary shares subject\nto possible redemption of $60,960,574 and $60,429,224 are presented as temporary equity outside of shareholders’ equity respectively.\n\n \n\nImmediately\nupon the closing of the IPO, the Company recognized accretion from the initial carrying value of the ordinary shares subject to possible\nredemption to their redemption value. Thereafter, the Company recognizes changes in redemption value as they occur and adjusts the carrying\nvalue of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Adjustments to the carrying amount\nare recorded as charges to additional paid-in capital, or to accumulated deficit if additional paid-in capital is not available.\n\n** **\n\nAs\nof March 31, 2026 and December 31, 2025, ordinary shares subject to possible redemption are reconciled as follows:\n\n SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION\n\n  \n   \n\nGross\nProceeds \n$60,000,000 \n\nLess: \n   \n\nGross\nproceeds allocated to Public Rights \n (874,000)\n\nOffering\ncosts allocated to Public Shares \n (1,930,704)\n\nAdd: \n   \n\nRemeasurement\nof carrying value to redemption value \n 3,233,928 \n\nOrdinary\nshares subject to possible redemption, as of December 31, 2025 \n$60,429,224 \n\n  \n   \n\nPlus: \n   \n\nSubsequent\nmeasurement of ordinary shares subject to possible redemption \n 531,350 \n\nOrdinary\nshares subject to possible redemption, as of March 31, 2026 \n$60,960,574 \n\n** **\n\n**Income\nTaxes**\n\n \n\nThe\nCompany follows the asset and liability method of accounting for income taxes under ASC 740, “*Income Taxes*.” Deferred\ntax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial\nstatements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are\nmeasured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to\nbe recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period\nthat included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected\nto be realized.\n\n \n\nASC\n740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions\ntaken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be\nsustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits\nas income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026\nand December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals,\nor material deviation from its position.\n\n \n\n 9 \n\n \n\n \n\nThere\nis currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax\nregulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s\nunaudited consolidated financial statements.\n\n \n\n**Net\nLoss per Ordinary Share**\n\n \n\nThe\nCompany complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net income (loss) per\nordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.\nRemeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income (loss) per share as the redemption\nvalue approximates fair value.\n\n \n\nFor the three months ended March 31, 2026, the Company has not considered the effect of the Rights included in\nthe IPO and Private Placement Units in the calculation of diluted net income (loss) per share, since the conversion of the Rights is\ncontingent upon the occurrence of future events and the inclusion of such Rights would be anti-dilutive and the Company did not have\nany other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share\nin the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period\npresented. The net income (loss) per share presented in the statements of operations is based on the following:\n\n SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE\n\n  \n\nFor\nthe three\n\nmonths\nended\n\nMarch\n31, 2026\n  \n\nFor\nthe three\n\nmonths\nended\n\nMarch\n31, 2025\n \n\nNet\nloss \n$(53,287) \n$- \n\nAllocation of net loss – redeemable \n$(38,749) \n$- \n\nAllocation of net loss – non-redeemable \n$(14,538) \n$- \n\nWeighted-average shares outstanding – redeemable \n 6,000,000  \n - \n\nBasic and diluted net loss per share – redeemable \n$(0.01) \n$- \n\nWeighted-average shares outstanding – non-redeemable \n 2,427,500  \n 2,133,333 \n\nBasic and diluted net loss per share – non-redeemable \n$(0.01) \n$- \n\n \n\n**Fair\nValue of Financial Instruments**\n\n \n\nThe\ncarrying values of the Company’s financial instruments, which are primarily short-term in nature, approximate fair value. ASC 820\nestablishes a fair value hierarchy that prioritizes the inputs used in valuation techniques used to measure fair value, giving the highest\npriority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs\n(Level 3).\n\n \n\nLevel\n1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Investments held in the Trust Account that\nare measured at fair value (such as money market funds investing in U.S. Treasury securities) are generally classified within Level 1.\n\n \n\nLevel\n2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or\nindirectly.\n\n \n\nLevel 3 — unobservable inputs for the asset or liability. The following\ntables present information about the Company’s assets measured at fair value on a recurring basis as of March 31, 2026 and December\n31, 2025 and indicate the fair value hierarchy of the inputs used to determine such fair values.\n\n SCHEDULE OF FAIR VALUE MEASUREMENTS\n\n  \n   \nQuoted  \nSignificant  \nSignificant \n\n  \n   \nPrices\nin  \nOther  \nOther \n\n  \nAs\nof  \nActive  \nObservable  \nUnobservable \n\n  \nMarch\n31,  \nMarkets  \nInputs  \nInputs \n\n  \n2026  \n(Level\n1)  \n(Level\n2)  \n(Level\n3) \n\nAssets: \n    \n    \n    \n   \n\nCash\nand investments held in Trust Account \n$60,960,574  \n$60,960,574  \n$           —  \n$           — \n\nCash\nand cash equivalent \n 259,885  \n 259,885  \n -  \n - \n\n \n\n  \n   \nQuoted  \nSignificant  \nSignificant \n\n  \n   \nPrices in  \nOther  \nOther \n\n  \nAs of  \nActive  \nObservable  \nUnobservable \n\n  \nDecember 31,  \nMarkets  \nInputs  \nInputs \n\n  \n2025  \n(Level 1)  \n(Level 2)  \n(Level 3) \n\nAssets: \n    \n    \n    \n   \n\nCash and investments held in Trust Account \n$60,429,224  \n$60,429,224  \n$—  \n$— \n\nCash and cash equivalent \n 459,048  \n 459,048  \n -  \n - \n\n \n\n 10 \n\n \n\n \n\n**Recent\nAccounting Standards**\n\n \n\nManagement evaluates newly issued accounting standards on an ongoing basis\nto determine their potential impact on the Company’s financial statements.\n\n \n\nIn November 2024, the Financial Accounting Standards Board (“FASB”)\nissued Accounting Standards Update (“ASU”) 2024-03, *Income Statement—Reporting Comprehensive Income—Expense\nDisaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*, which requires public entities to disclose\nadditional information about specific expense categories in the notes to the financial statements on both an annual and interim basis.\nASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after\nDecember 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have\non its consolidated financial statements and related disclosures.\n\n \n\n**NOTE\n3 — INITIAL PUBLIC OFFERING**\n\n \n\nAs of March 31, 2026, there were 6,000,000 Public\nShares outstanding that are classified as ordinary shares subject to possible redemption in accordance with ASC 480, Distinguishing Liabilities\nfrom Equity. The Public Shares are redeemable at the option of the holder in connection with the Company’s initial business combination\nand are therefore presented as temporary equity.\n\n \n\nThe Company adjusts the carrying\nvalue of ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. The redemption\nvalue is equal to the amount held in the Trust Account, including interest earned on funds held in the Trust Account and not previously\nreleased to pay taxes or permitted withdrawals.\n\n \n\nAs of March 31, 2026 and December 31, 2025, the balance in the Trust Account was $60,960,574 and $60,429,224, respectively.\nThe following table presents the roll-forward of ordinary shares subject to possible redemption for the three months ended March 31, 2026:\n\n SCHEDULED OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION\n\n  \nAmount \n\nOrdinary shares subject to possible redemption — December 31, 2025 \n$60,429,224 \n\nAdd: \n   \n\nInterest earned on cash and investments held in Trust Account \n 531,350 \n\nOrdinary shares subject to possible redemption — March 31, 2026 \n$60,960,574 \n\n \n\nFor the three months ended March 31, 2026, the increase\nin the carrying value of ordinary shares subject to possible redemption was recorded as an adjustment to additional paid-in capital of\n$430,822, with the remainder of $100,528 recorded as an adjustment to accumulated deficit.\n\n \n\n**NOTE\n4 — PRIVATE PLACEMENTS**\n\n \n\nSimultaneously\nwith the closing of the IPO on October 23, 2025, the Sponsors and EBC purchased an aggregate of 252,500 Private\nPlacement Units at a price of $10.00 per unit, generating total proceeds of $2,525,000 (192,500 units\npurchased by the Sponsors and 60,000 units\npurchased by EBC and/or its designees). Each Private Placement Unit consists of one ordinary share and one right (a “Private\nRight”), and ten Private Rights entitle the holder to receive one ordinary share upon completion of the Company’s\ninitial Business Combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds\nfrom the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares\n(subject to the requirements of applicable law). The Private Placement Units (including the underlying securities) are not\ntransferable, assignable or salable until the completion of a Business Combination, subject to certain exceptions.\n\n \n\n**NOTE\n5 — RELATED PARTY TRANSACTIONS**\n\n \n\n**Founder\nShares**\n\n \n\nOn\nMarch 21, 2024, the Sponsors purchased 1,725,000\nordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000,\nrepresenting deferred offering costs paid by the Sponsors on behalf of the Company. Up to 225,000\nFounder Shares were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full.\n\n \n\nIn\nJune 2025, the Company effected a 4-for-3\nstock split of its outstanding shares, resulting in an aggregate of 2,300,000\nFounder Shares outstanding. All share and per-share amounts have been retroactively adjusted to reflect the stock split. Following\nthe stock split, up to 300,000\nFounder Shares were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full.\n\n \n\nThe\nunderwriters did not exercise the over-allotment option and delivered an over-allotment termination letter dated October 27, 2025. Accordingly, the 300,000 Founder Shares that were subject to forfeiture were forfeited as\nof December 31, 2025. As of March 31, 2026 and December 31, 2025, the Company had 2,000,000 Founder Shares issued and outstanding (excluding\nPrivate Placement Shares and EBC Founder Shares).\n\n \n\n 11 \n\n \n\n \n\n**EBC\nFounder Shares**\n\n \n\nOn\nApril 2, 2024, the Company issued 100,000 ordinary shares to EBC (the “EBC Founder Shares”) for a purchase price of $0.0145 per share (aggregate purchase\nprice of $1,450). As a result of the stock split described above, the EBC Founder Shares became an aggregate of 133,333 EBC Founder Shares.\n\n \n\nOn June 25, 2025, the Company issued an additional 41,667 EBC Founder Shares to EBC for a purchase price of $0.0109 per share\nand an aggregate purchase price of $454. As of March 31, 2026 and December 31, 2025, there were 175,000 EBC Founder Shares issued and outstanding.\n\n \n\nThe\nEBC Founder Shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company\nestimated the fair value of the EBC Founder Shares issued in April 2024 to be approximately $128,000\n(or $0.96\nper share) and the EBC Founder Shares issued in June 2025 to be approximately $48,334\n(or $1.16\nper share) using the Black-Scholes option-pricing model.\n\n \n\nThe\nCompany accounted for the difference between the par value and the estimated fair value of the EBC Founder Shares as deferred\noffering costs.\n\n \n\nThe fair value of the EBC Founder Shares was estimated as of April 2, 2024 and June 25, 2025. The Company used the\nfollowing assumptions in estimating fair value using Level 3 inputs at the\nmeasurement dates:\n\n SCHEDULE OF ASSUMPTIONS TO ESTIMATE FAIR VALUE\n\n  \nApril\n2, 2024  \nJune\n25, 2025 \n\nTime\nto expiration \n 1.91  \n 1.76 \n\nRisk-free\nrate \n 4.7% \n 3.8%\n\nVolatility \n 5.0% \n 4.1%\n\nDividend\nyield \n 0.0% \n 0.0%\n\nProbability\nof completion of business combination \n 13.4% \n 11.8%\n\n \n\n**Transfer Restrictions**\n\n \n\nThe\nSponsors have agreed, subject to limited exceptions, that the Founder Shares will not be transferred, assigned or sold until the\nearlier to occur of: (A) six months after the consummation of the Company’s initial business combination or (B) the date on\nwhich the Company completes a subsequent liquidation, merger, share exchange, reorganization or other similar transaction following the initial business combination that results in all shareholders having the right to exchange their shares for cash, securities or other property.\n\n \n\nEBC\nhas also agreed that the EBC Founder Shares may not be sold, transferred or assigned (except to the same permitted transferees as the\nFounder Shares, and provided that such transferees agree to the same terms and restrictions) until the consummation of the Company’s initial business combination.\n\n \n\n**Due\nto Related Party**\n\n \n\nThe\nSponsors have paid certain formation, operating and offering-related costs on behalf of the Company. Amounts advanced by the Sponsors are due on demand\nand are non-interest bearing.\n\n \n\nFor\nthe three months ended March 31, 2026 and 2025, the Sponsors paid $0\nand $21,476,\nrespectively, on behalf of the Company. As of March 31, 2026 and December 31, 2025, there were no\namounts due to related parties.\n\n \n\n 12 \n\n \n\n \n\n**Accounting\nand Advisory Services — Related Party**\n\n \n\nThe\nCompany previously engaged Ascendant Global Advisors Inc. (“Ascendant”), an affiliate of Calisa Holding LP, to provide consulting\nand advisory services, including assistance with financial statement preparation and SEC reporting support. In connection with the IPO,\nthe Company agreed to pay Ascendant a fixed fee of $20,000 for services related to the IPO financial statements and related disclosures,\nand $5,250 per quarter following the IPO to assist with quarterly and annual SEC filings. This agreement was terminated in November 2025,\nand the Company no longer incurs fees under this arrangement.\n\n \n\nFor\nthe three months ended March 31, 2026 and 2025, the Company did not incur any fees related to Ascendant’s services. As\nof March 31, 2026 and December 31, 2025, accrued expenses — related party related to Ascendant totaled $6,198.\n\n \n\n**Administration\nFee – Related Party**\n\n \n\nBeginning\non the effective date of the registration statement for the IPO, Calisa Holding LP is permitted to charge the Company an allocable share\nof its overhead, up to $10,000 per month, to compensate it for the Company’s use of office space, utilities and personnel until\nthe completion of a business combination.\n\n \n\nFor\nthe three months ended March 31, 2026 and 2025, the Company incurred $30,000\nand $0,\nrespectively, related to the administration fee. As of March 31, 2026 and December 31, 2025, there were no\namounts payable related to the administration fee.\n\n** **\n\n**NOTE\n6 – COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Registration\nRights**\n\n \n\nIn\nconnection with the IPO, the Company entered into a registration rights agreement with the holders of the Founder Shares, EBC\nFounder Shares, Private Placement Units and any Units that may be issued upon conversion of working capital loans (and the\nunderlying securities), pursuant to which such holders are entitled to registration rights requiring the Company to register such\nsecurities for resale.\n\n \n\nThe holders are entitled\nto make up to three demand registrations (excluding “short-form” registration demands). In addition, the holders have “piggyback”\nregistration rights with respect to registration statements filed following the completion of a Business Combination and the right to\nrequire the Company to register such securities for resale pursuant to Rule 415 under the Securities Act. However, the Company is not\nrequired to effect or permit any registration statement to become effective until the applicable securities are released from their lock-up\nrestrictions.\n\n \n\nIn compliance with FINRA Rule 5110(g)(8), the registration rights granted to EBC are limited to demand and piggyback\nrights for periods of five and seven years, respectively, from the commencement of sales in the IPO, and EBC may only exercise its demand\nrights on one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.\n\n \n\n**Underwriting\nAgreement**\n\n \n\nThe\nCompany granted the underwriters a 45-day\noption from the date of the IPO to purchase up to 900,000\nadditional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The\nunderwriters did not exercise the over-allotment option and delivered an over-allotment termination letter dated October 27,\n2025.\n\n \n\nThe\nunderwriters were entitled to a cash underwriting discount of $0.20 per\nUnit, or $1,200,000 in\nthe aggregate, which was paid at the closing of the IPO. The cash underwriting discount is included in offering costs (see Note 3).\n\n \n\n**Business\nCombination Marketing Agreement**\n\n \n\nThe\nCompany engaged EBC to provide advisory services in connection with the Company’s initial Business Combination, including assisting with shareholder meetings and communications, introducing the Company to potential investors, supporting the shareholder approval process, and assisting with press releases and certain public filings related to the Business Combination.\n\n \n\nUpon\nconsummation of the Company’s initial Business Combination, the Company is obligated to pay EBC a success fee equal to 3.5%\nof the gross proceeds of the IPO (or $2,100,000), consisting of (i)\n1.5% payable in cash (or $900,000) and (ii) 2.0% payable, at the Company’s option, in a convertible note with customary terms\nthat is convertible into ordinary shares six months after consummation (or $1,200,000). If the Company does not complete an\ninitial Business Combination, no success fee will be due. In addition, if the Company consummates its initial Business Combination\nwith a target introduced by EBC, the Company will pay EBC a finder’s fee equal to 1.0%\nof the consideration issued to such target.\n\n \n\n 13 \n\n \n\n** **\n\nBecause\nthese amounts are contingent upon the consummation of an initial Business Combination, the Company has not recorded a liability for these\nfees as of March 31, 2026 and December 31, 2025. The Company will evaluate recognition under ASC 450 as facts and circumstances change,\nincluding whether the consummation of an initial Business Combination becomes probable and the amounts are reasonably estimable.\n\n** **\n\n**Risks\nand Uncertainties**\n\n \n\nThe\nCompany’s search for an initial Business Combination may be adversely affected by global economic conditions, including volatility\nin credit and capital markets, inflationary pressures, supply chain disruptions, and heightened geopolitical instability (including conflicts\nin Eastern Europe and the Middle East) and related sanctions or other governmental actions.\n\n \n\nAny\nof these factors, or other negative impacts on the global economy or capital markets, could adversely affect the Company’s\nability to consummate an initial Business Combination and the operations of any target business with which the Company may\nultimately consummate a Business Combination. The accompanying financial statements do not include any adjustments that might result\nfrom the outcome of these uncertainties.\n\n \n\n**NOTE\n7 — SHAREHOLDERS’ EQUITY**\n\n \n\n**Preferred\nShares** — The Company is authorized to issue 2,666,666 shares of preferred shares with a par value of $0.000075 per share\nwith such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of\ndirectors. As of March 31, 2026 and December 31, 2025, there were no preferred shares issued or outstanding.\n\n \n\n**Ordinary\nShares** — The Company is authorized to issue 266,666,666 ordinary shares with a par value of $0.000075 per share. Holders\nof ordinary shares are entitled to one vote for each share.\n\n \n\nIn\nJune 2025, the Company effected a 4-for-3\nforward split of the outstanding shares. All share\namounts have been retroactively adjusted. On October 23, 2025, in connection with the IPO, the Company issued 6,000,000 Public Shares,\nwhich are classified as ordinary shares subject to possible redemption and are presented as temporary equity (see Notes 2 and 3)\n\n \n\nUp to 300,000 Founder Shares were\nsubject to forfeiture to the extent the underwriters’ over-allotment option was not exercised, in order for the Founder Shares\nto equal 25% of the Company’s issued and outstanding ordinary shares after the IPO (excluding Private Placement Shares and EBC\nFounder Shares). The underwriters did not exercise the over-allotment option and delivered an over-allotment termination letter on\nOctober 27, 2025; accordingly, 300,000 Founder Shares were forfeited as of December 31, 2025.\n\n \n\nAs of March 31, 2026 and December 31,\n2025, there were 2,427,500 ordinary shares issued and outstanding (excluding the Public Shares classified as temporary equity\ndescribed above).\n\n \n\n 14 \n\n \n\n** **\n\n**Rights**— Except\nin cases where the Company is not the surviving company in a business combination, each holder of a right is entitled to receive\none-tenth (1/10) of one ordinary share upon consummation of the Company’s initial business combination. Rights will only convert into a whole number of ordinary shares; accordingly, holders must have ten (10) Rights to\nreceive one (1) ordinary share.\n\n \n\nThe\nCompany does not issue fractional shares in connection with the conversion of Rights. Any fractional shares that would otherwise be\nissuable will be rounded down to the nearest whole share (or otherwise addressed in accordance with the applicable provisions\nof Cayman law).\n\n \n\nIn\nthe event the Company is not the surviving company upon completion of the initial business combination, each holder of a Right is required\nto affirmatively convert such Right in order to receive the one-tenth (1/10) of one ordinary share underlying each Right\nupon consummation of the business combination. If the Company does not complete an initial business combination within the required\ntime period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights are not entitled\nto any redemption proceeds with respect to such Rights, and the Rights will expire worthless.\n\n \n\n**Other —Transaction Costs Paid on Behalf\nof the Company**\n\n** **\n\nDuring the three months ended March 31, 2026, pursuant to the Business Combination Agreement, the target paid certain\ntransaction-related expenses on the Company’s behalf totaling $94,000. Because the Company has no obligation to repay these amounts,\nthe Company recorded the payment as a capital contribution, with an offset to additional paid-in capital.\n\n \n\n**NOTE\n8 – BUSINESS COMBINATION AGREEMENT**\n\n** **\n\nOn\nMarch 6, 2026 (the “Execution Date”), the Company entered into a Business Combination Agreement (the “BCA”)\nwith Calisa Merger Sub, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”),\nand Goodvision AI Inc., a Cayman Islands exempted company (“Goodvision”).\n\n \n\nPursuant\nto the terms of the BCA, Merger Sub will merge with and into Goodvision (the “Merger” or the “Target”), with Goodvision surviving the Merger\nas a direct, wholly owned subsidiary of the Company in accordance with the Companies Act (As Revised) of the Cayman Islands, as amended\n(the “Companies Act”).\n\n \n\nThe\nMerger and the other transactions contemplated by the BCA are expected to be consummated in the second half of 2026, following receipt\nof the required approval by the Company’s and Goodvision’s shareholders and the fulfilment of certain other conditions set\nforth in the BCA (the “Closing”) and described herein.\n\n \n\nPursuant\nto the Merger, each ordinary share of Goodvision (“Goodvision Share”) (other than treasury shares and dissenting shares)\nissued and outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”) will be automatically\ncanceled and extinguished and converted into the right to receive a number of ordinary shares of the Company (“SPAC Shares”)\nequal to 18,000,000 divided by the number of fully diluted Goodvision Shares outstanding (the “Per Share Merger Consideration”).\nIn order to secure certain indemnification obligations of Goodvision described in the BCA, an aggregate of 10% of the aggregate SPAC\nShares otherwise issuable as Per Share Merger Consideration (the “Escrow Shares”) will be deposited in escrow.\n\n \n\nIn\naddition, the Goodvision shareholders will be entitled to receive an additional 3,600,000 SPAC Shares (the “Earnout Shares”)\nupon satisfaction of the following earnout conditions: (i) 1,800,000 Earnout Shares will be issued if (1) Goodvision achieves net revenue\nfor the fiscal year ended September 30, 2026 in excess of $19.9 million, and (2) the daily VWAP of the SPAC Shares is greater than or\nequal to $12.00 per share for any 20 trading days within any 30 consecutive trading day period commencing after the six month anniversary\nof the Closing and ending before the sixtieth day after the combined company files its annual report for the fiscal year ended September\n30, 2027, and (ii) 1,800,000 Earnout Shares will be issued if (1) Goodvision achieves net revenue for the fiscal year ended September\n30, 2027 in excess of $106.0 million, and (2) the daily VWAP of the SPAC Shares is greater than or equal to $15.00 per share for any\n20 trading days within any 30 consecutive trading day period commencing after the six month anniversary of the Closing and ending before\nthe sixtieth day after the combined company files its annual report for such fiscal year.\n\n \n\nUpon\nthe Closing of the Merger, Goodvision will become a wholly owned subsidiary of the Company, the Goodvision shareholders will become Company\nshareholders, and the Company will become a holding company operating the business of Goodvision.\n\n** **\n\n 15 \n\n \n\n** **\n\n**NOTE\n9 – SEGMENT INFORMATION**\n\n \n\nASC 280, Segment Reporting,\nestablishes standards for a public entity to report information about operating segments using the “management approach.”\nOperating segments are components of an entity for which discrete financial information is available and that are regularly reviewed by\nthe chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company adopted ASU 2023-07,\nSegment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, and applied the guidance retrospectively to all periods\npresented. The adoption did not change the Company’s identification of operating segments\n\n \n\nThe Company’s CODM has\nbeen identified as the Chief Executive Officer (the “CODM”), who reviews operating results on a consolidated basis to allocate\nresources and assess performance. Accordingly, management has determined the Company has one operating and reportable segment.\n\n \n\nThe CODM assesses performance\nand allocates resources based on net income (loss), which is reported on the statement of operations. The significant segment expense\ncategory regularly provided to the CODM is formation and operating costs. All other segment items included in net income (loss) primarily\nconsist of interest income on investments held in the Trust Account, interest earned on cash held in bank accounts, and income taxes,\nif any, and are included in the statement of operations and described in the related notes.\n\n \n\n**Schedule for Reportable Segment**\n\nSCHEDULE\nOF REPORTABLE SEGMENTS\n\n  \n\n**Three\nMonths Ended March 31, 2026**\n  \n\n**Three Months Ended March 31, 2025**\n \n\nFormation\nand operating costs \n$(588,017) \n$- \n\nOther segment income \n 534,730  \n - \n\n**Net loss**** **\n**$****(53,287****)**** **\n**$****-**** **\n\n \n\n**Key Asset Metric Reviewed by CODM**\n\n** **\n\nThe measure of segment assets is total assets as reported on the balance sheet. The CODM also monitors Investments\nheld in Trust Account as a key component of the Company’s total assets.\n\n** **SCHEDULE OF COMPONENT OF THE SEGMENT ASSETS\n\n  \nMarch 31, 2026  \nDecember 31, 2025 \n\nCash and investments held in trust account \n$60,960,574  \n$60,429,224 \n\n \n\n**NOTE\n10 — SUBSEQUENT EVENTS**\n\n \n\nThe\nCompany evaluated subsequent events and transactions that occurred after the balance sheet date, and through the date that the financial\nstatements were issued.\n\n \n\nOn\nApril 30, 2026, in connection with the proposed Business Combination, the Company, Goodvision” and certain investors entered into\na Securities Purchase Agreement (the “SPA”), pursuant to which such investors agreed to purchase securities of the post-combination\ncompany immediately prior to the closing of the Business Combination, subject to the terms and conditions set forth therein.\n\n \n\nIn connection with the SPA,\nthe Company also entered into a Registration Rights Agreement (the “RRA”) with certain investors and other parties thereto,\npursuant to which the Company agreed to provide certain registration rights with respect to the securities issued in connection with the\nBusiness Combination and related financing transactions.\n\n \n\nThe Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date\nthe financial statements were issued and determined that there were no other subsequent events that would require recognition or disclosure\nin the financial statements.\n\n \n\n 16"}