Calisa Acquisition (ALIS) risk factors, FY2025 10-K

Risks Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination

1. 01We are a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective
2. 02Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination
3. 03If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote
4. 04Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination
5. 05The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target
6. 06The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure
7. 07The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares
8. 08Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination
9. 09If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed
10. 10You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or rights, potentially at a loss
11. 11We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree
12. 12If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share
13. 13Our independent directors may decide not to enforce the indemnification obligations of our sponsors, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders
14. 14If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages
15. 15Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares
16. 16Because we are not limited to a particular industry, sector, or geographic region in which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations
17. 17We may seek acquisition opportunities in industries or sectors which may be outside of our management’s area of expertise
18. 18We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability
19. 19If we complete a business combination with a single target business, we may be solely dependent on such single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability
20. 20This lack of diversification may subject us to numerous economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination

Risks Related to Our Securities

1. 21Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions
2. 22We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks
3. 23We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us
4. 24The grant of registration rights to our initial shareholders and EBC may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares
5. 25We may amend the terms of the rights in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding rights
6. 26Our rights may have an adverse effect on the market price of our ordinary shares and make it more difficult to complete our initial business combination
7. 27Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses

Risks Related to Our Management

1. 28Our initial shareholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests
2. 29We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our initial shareholders which may raise potential conflicts of interest
3. 30Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination
4. 31Our initial shareholders and other insiders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support
5. 32Post Business Combination Risks
6. 33The combined company’s success will ultimately depend upon market acceptance of its products and services, its ability to develop and commercialize existing and new products and services and generate revenues, and its ability to identify new markets for its technology
7. 34If the combined company fails to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations and payment methods, demand for product enhancements, new product features, and changing business needs, requirements or preferences, its products may become less competitive
8. 35Technology platforms may not operate properly or as we expect them to operate
9. 36New or changing technologies could cause a disruption in the combined company’s business model, which may materially impact its results of operations and financial condition
10. 37We may face additional and distinctive risks if we enter into a business combination with a business in certain industries, such as technology

Risks Related to Acquiring and Operating a Business Outside of the United States

1. 38We may effect a business combination with a company located outside of the United States and if we do, we would be subject to a variety of additional risks that may negatively impact our business operations and financial results
2. 39Because of the costs and difficulties inherent in managing cross-border business operations, the combined company’s results of operations may be negatively impacted
3. 40If social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactments occur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on the combined company’s business
4. 41Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition
5. 42If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of the combined company’s material agreements and it may not be able to enforce its legal rights
6. 43If relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive
7. 44If the combined company’s management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues
8. 45Currency policies may cause a target business’ ability to succeed in the international markets to be diminished
9. 46Many of the economies in Asia are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business combination
10. 47Many industries in Asia are subject to government regulations that limit or prohibit foreign investments in such industries, which may limit the potential number of acquisition candidates
11. 48If a country in Asia enacts regulations in industry segments that forbid or restrict foreign investment, our ability to consummate our initial business combination could be severely impaired
12. 49We may be subject to certain risks associated with acquiring and operating a business in the PRC in our search for a business combination and operation of any target business with which we ultimately consummate a business combination
13. 50Our potential future subsidiaries and affiliated entities or acquisitions of offshore entities that conduct operations through affiliates in the PRC may be subject to a high level of scrutiny by the relevant tax authorities
14. 51Compliance with the PRC Antitrust law may limit our ability to effect our initial business combination
15. 52Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions the combined company may pursue in the future
16. 53PRC laws and regulations governing our post-combination entity’s business operations are still rapidly evolving and subject to interpretation and changes and any changes in such laws and regulations may impair our ability to search for a target business and consummate an initial business combination
17. 54Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may occur quickly and could have a significant impact upon the combined company’s ability to operate profitably in the PRC
18. 55The PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating in China
19. 56As of the date of this Annual Report, we have not received any inquiry, notice, warning, sanctions or regulatory objection to the offering from the CSRC or any other PRC governmental authorities
20. 57If we select a business combination target that operates in the PRC, the approval of the Cybersecurity Review Office (“CRO”), the Central Cyberspace Affairs Commission and/or other PRC authority may be required for our initial business combination under PRC law
21. 58The M&A Rules and certain other People’s Republic of China regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue an acquisition in China
22. 59Although we have not identified any potential business combination target or any country in which we may source any target business, we may eventually identify and submit for shareholder approval an initial business combination with a PRC Target Company
23. 60Substantial uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact our ability to pursue an acquisition in China. This could make it more difficult for us to consummate an initial business combination
24. 61China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material adverse effect on the combined company’s business
25. 62If we successfully consummate our initial business combination with a PRC Target Company, we will be subject to restrictions on dividend payments following the consummation of our initial business combination
26. 63If we successfully consummate a business combination with a target business with primary operations in the PRC, the combined company will be subject to restrictions on dividend payments following consummation of our initial business combination
27. 64Governmental control of currency conversion may limit our ability to utilize our net revenue effectively and affect the value of your investment
28. 65If we merge with a China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relating to the withholding tax liabilities of the PRC entity, and dividends payable by the PRC entity to an offshore entity may not qualify for certain treaty benefits
29. 66U.S. laws and regulations, including the HFCAA and the AHFCAA, may restrict or eliminate our ability to complete a business combination with certain companies
30. 67Unanticipated changes in our or the combined company’s effective tax rate or challenges by tax authorities could harm our or its future results
31. 68We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. Holders
32. 69Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited
33. 70Because some of our officers and directors are residents of China, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited
34. 71Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations
35. 72If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination
36. 73Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition
37. 74Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ordinary shares and could entrench management
38. 75We may not hold an annual meeting of shareholders until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors
39. 76Adverse developments affecting the financial services industry could adversely affect our liquidity, financial condition and results of operations, either directly or through adverse impacts on certain of our vendors and customers