Calisa Acquisition Corp Liquidation Value

Calisa Acquisition Corp (ALIS) is a blank-check SPAC incorporated in the Cayman Islands on March 11, 2024, with no operating business. Its IPO closed October 23, 2025, raising gross proceeds of $60.0M from 6,000,000 public units at $10.00, plus $2.5M from 252,500 private placement units. The full $60.0M was deposited into a grantor trust structure holding U.S. government money market funds. The combination period deadline is April 23, 2027; on March 6, 2026, the company executed a Business Combination Agreement with Goodvision AI Inc., with closing targeted for the second half of 2026. Management has issued a going-concern qualification.

Under the liquidation lens, the recovery posture for non-redeemable equity is effectively zero and likely negative on a fully-loaded basis. The dominant asset is $60.96M held in the Trust Account as of March 31, 2026 (up from $60.43M at December 31, 2025, reflecting $531,350 of trust interest earned in Q1 2026). This asset is structurally ring-fenced for public shareholders upon any redemption event and is not available to satisfy obligations of non-redeemable equity holders. At liquidation, the trust balance flows out to the 6,000,000 public shares at a per-share redemption price equal to the trust balance divided by outstanding public shares (approximately $10.16/share as of March 31, 2026). The non-redeemable equity stack — carrying value $12,399 at March 31, 2026 versus $73,578 at December 31, 2025 — bears all operating losses and accruing obligations. The period-over-period decline in stated equity ($73,578 to $12,399) reflects Q1 2026 net loss of $(53,287) plus the $531,350 accretion of trust interest charged through APIC and accumulated deficit to mark ordinary shares subject to redemption to their redemption value, partially offset by a $94,000 noncash capital contribution from the transaction target (Goodvision) paying certain deal expenses on the company's behalf.

Operating cash outside the trust was $259,885 at March 31, 2026, down from $459,048 at December 31, 2025 — a burn of approximately $199,163 in Q1 2026. Formation and operating costs for Q1 2026 were $588,017 (versus $0 in Q1 2025), including $94,000 in transaction costs paid by the target and $30,000 in related-party administration fees. There are no long-term debt, pension, or ASC 842 lease obligations. The only accrued liabilities of note are accounts payable of $252,987 added in Q1 2026 (likely deal-related legal and advisory costs) and approximately $6,198 accrued to related party Ascendant. A contingent EBC marketing success fee of $2.1M (3.5% of IPO proceeds, payable upon business combination close) is unrecognized under ASC 450 and not reflected on the balance sheet; this represents a material off-balance-sheet liability that would come due at the closing of the Goodvision transaction.

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