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• Special Purpose Acquisition Vehicle: Calisa Acquisition Corp. was formed as a Special Purpose Acquisition Company (SPAC) with the objective of identifying, acquiring, and merging with an existing private operating company, thereby facilitating its public listing.

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Calisa Acquisition (symbol: ALIS) is a Special Purpose Acquisition Company (SPAC). As a SPAC, it was formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

Due to its nature as a blank check company, Calisa Acquisition does not have any ongoing business operations, nor does it generate revenue from selling products or services. Therefore, it does not have any major customers, whether corporate or individual.

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• Bank of America Corporation (NASDAQ: BAC)
• UBS Group AG (NYSE: UBS)
• Davis Polk & Wardwell LLP
• Marcum LLP

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Hongfei Zhang, Chief Executive Officer

Hongfei Zhang has served as the managing partner of Knightsbridge Investment Group, a private equity and venture capital firm, and the managing partner and co-founder of HEY Capital, an investment company, since 2012. He currently sits on the board of several technology companies and is the chairman for YoujiVest technology, an ESG data and analytics company. Mr. Zhang is also Vice Chair of the Tsinghua Entrepreneur and Executive Club.

Jing Lu, Chief Financial Officer

Dr. Jing Lu has over 20 years of experience in the financial services industry. She most recently served as Chief Financial Officer of Keyarch Acquisition Corporation, a Special Purpose Acquisition Company (SPAC), from March 2021 until April 2024, when Keyarch completed its business combination with ZOOZ Power Ltd. She has also been Chief Financial Officer of Bowen Acquisition Corp since July 2023. From 2019 to 2021, Dr. Lu was Chief Investment Officer for the New Hope Fertility Center (NHFC), where she sourced and managed private equity investments, bank loans, and government PPP loans. Before that, she served as a Managing Director and then Chief Operating Officer of China Bridge Capital International Inc., a private equity/venture capital investment advisory company, from 2017 to 2019. Dr. Lu also served as President of ACE AV Consulting Inc. from 2005 to 2017 and was an Executive Director at CIBC World Markets in 2001. She worked at the Federal Reserve Bank of New York as a bank regulator and supervisor between 1998 and 2001.

Na Gai, Chairwoman

Na Gai has served as the executive president for Shenzhen Guoxing Capital Co., Ltd., an asset management and investment company based in China, since September 2015. Ms. Gai also served as a partner of Hunan Zhongsheng Hongcheng Investment Management Partnership (LP), a private equity investment company based in China, from February to May 2017.

Lawrence Leighton, Independent Director

Lawrence Leighton is an international investment banker with approximately 50 years of experience, having worked with major international companies such as Pernod Ricard SA and Verizon Communications Inc. He has been a Managing Director of Bentley Associates, a boutique investment bank, since 1997. In 1989, he became President and Chief Executive Officer of UI USA, the US subsidiary of Union d'Ètudes et d'Investissements, the merchant banking arm of Credit Agricôle.

Wei Li, Independent Director

Wei Li has five years of Wall Street experience at financial institutions including Barclays Capital and HSBC. She is the co-founder and has served as CEO of Hyatt Capital Management, a private investment fund and financial service company focused on impact investing in the Asia Pacific area, since 2018. Previously, Ms. Li was Managing Director and Head of Structured Finance at China Renaissance from 2016 to 2018.

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The primary risks for Calisa Acquisition (ALIS), a Special Purpose Acquisition Company (SPAC) focused on acquiring businesses in Asia, are inherent in its blank-check nature and include the following:

1. Inability to Complete a Business Combination within the Allotted Timeframe: As a SPAC, Calisa Acquisition Corp must complete a merger or acquisition within a specified period, typically 18 months from its Initial Public Offering (IPO), which for ALIS is by April 2027. Failure to do so would result in the company's liquidation, where funds held in trust would be returned to public shareholders, and warrants would likely expire without value.
2. Execution Risk in Identifying and Completing a Suitable Business Combination: There is significant risk associated with identifying an appropriate target company and successfully negotiating and executing a business combination. While Calisa Acquisition intends to focus its search on private companies in Asia with compelling economics and strong management, the geographical focus itself could concentrate deal sourcing and present challenges. External factors such as market volatility, geopolitical risks, and interest rate fluctuations could further impede the company's ability to complete a transaction.
3. Lack of Commercial Operations and Reliance on Future Capital: As a blank check company, Calisa Acquisition Corp currently has no commercial operations or revenue. Its ongoing viability and ability to continue operations until a business combination is completed are dependent on securing future capital, as indicated by a working capital deficit.

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• Increased competition among Special Purpose Acquisition Companies (SPACs) for a limited pool of attractive private companies, making it more challenging to identify and secure a suitable acquisition target within the mandated timeframe.
• Growing regulatory scrutiny and potential for new rules from bodies like the U.S. Securities and Exchange Commission (SEC) specifically targeting SPACs, which could introduce greater complexity, cost, or uncertainty into the de-SPAC process and dampen investor appetite.
• A general shift in investor sentiment leading to decreased enthusiasm for SPACs, resulting in higher redemption rates by public shareholders and greater difficulty in raising Private Investment in Public Equity (PIPE) financing, which can jeopardize the completion of business combinations.

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Calisa Acquisition Corp (ALIS) is a Special Purpose Acquisition Company (SPAC), also known as a "blank check company," which means it was formed to acquire or merge with an existing operating business rather than having its own ongoing operations and revenue streams. As such, Calisa Acquisition Corp itself does not currently generate revenue from business operations. Its future revenue growth is entirely contingent upon the successful completion of a business combination (a de-SPAC transaction) with a target company. Once an acquisition is completed, the revenue drivers would then be those of the acquired entity.

Based on its nature as a SPAC and available information, the expected drivers for Calisa Acquisition to eventually realize revenue growth over the next 2-3 years are centered on its strategy to complete an acquisition:

1. Successful Business Combination: The most critical driver for Calisa Acquisition to begin generating revenue is the successful identification and completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more operating businesses. Without this foundational step, the company will not have operational revenue.
2. Strategic Focus on Asian Markets: Calisa Acquisition has publicly stated its intention to focus its search for acquisition targets on businesses operating throughout Asia. This geographic focus suggests that future revenue growth will be driven by the economic expansion, market opportunities, and specific industry trends within the Asian regions where its acquired business will operate.
3. Growth Potential of the Acquired Target: Upon successful completion of a business combination, the revenue growth will ultimately depend on the inherent growth strategies and market position of the acquired company. These strategies could include the acquired company's ability to expand its customer base, introduce new products or services, enter new geographic markets, or implement price increases for its offerings.

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Share Issuance

• Calisa Acquisition Corp completed its initial public offering (IPO) on October 23, 2025.
• The company issued 6,000,000 units at a price of $10.00 per unit, resulting in gross proceeds of $60,000,000.
• Each unit comprises one ordinary share and one right, entitling the holder to receive one-tenth of one ordinary share upon the completion of an initial business combination.