{"url_path":"/sec/alis/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds**","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":492,"has_tables":true,"body_markdown":"**Item\n2 – Unregistered Sales of Equity Securities and Use of Proceeds**\n\n \n\nOn\nMarch 21, 2024, Calisa Holding LP, one of our sponsors, acquired an aggregate of 1,725,000 founder shares for an aggregate purchase price\nof $25,000. Thereafter, it transferred an aggregate of 1,155,750 founder shares to Alisa Group Limited, our other sponsor. Prior to the\ninitial investment in our company of $25,000 by our sponsors, we had no assets, tangible or intangible. In June 2025, we effected a 4-for-3\nforward split of our outstanding shares resulting in there being an aggregate of 2,300,000 founder shares outstanding. The issuance of\nthe foregoing securities was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).\n\n \n\nOn\nOctober 23, 2025, the Company consummated the Initial Public Offering of 6,000,000 Units. Each Unit consists of one Ordinary Share, $0.0001\npar value, of the Company and one Right, each Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the\ncompletion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating\ngross proceeds of $60,000,000. EarlyBirdCapital, Inc. acted as sole book-running manager of the Initial Public Offering. The securities\nin the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-280565). The registration\nstatement became effective on October 20, 2025.\n\n \n\nSimultaneously\nwith the consummation of the IPO, the Company consummated a private placement (the “Private\nPlacements”) of 252,500 units (“Private Placement Units”),\nat a price of $10.00 per Private Placement Unit, generating total proceeds of $2,525,000. The Private Placement Units were purchased\nby the Company’s sponsors, Alisa Group Limited and Calisa Holding LP, and EarlyBirdCapital, Inc., the representative of the underwriters\nin the IPO (the “Representative”). The Private Placement Units are identical to the Units sold in the IPO. The purchasers\nof the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights\nunderlying the Private Placement Units, subject to certain customary exceptions, until the completion of the Company’s initial\nbusiness combination. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section\n4(a)(2) of the Securities Act of 1933, as amended. The issuance was made pursuant to the exemption from registration contained\nin Section 4(a)(2) of the Securities Act.\n\n \n\nOn\nOctober 23, 2025, an aggregate of $60,000,000 was deposited into the Trust Account established with Continental Stock Transfer &\nTrust Company, acting as trustee, in connection with the IPO.\n\n \n\nTransaction\ncosts amounted to $1,957,585, consisting of $1,200,000 of cash underwriting fees, and $757,585 of other offering costs. These costs were\ncharged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion\nof the IPO.\n\n \n\nFor\na description of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Form 10-Q."}