10/21/2025 | Press release | Distributed by Public on 10/21/2025 15:56
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Rights(3) | (3) | (3) | Ordinary Shares(3) | 6,352(3) | (3) | I | By Calisa Holding LP(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Zhang Dahe 420 LEXINGTON AVE, SUITE 2446 NEW YORK, NY 10170 |
X | |||
| Dahe Zhang | 10/21/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Includes (i) 63,525 shares contained within units that Calisa Holding LP has irrevocably agreed to purchase at the closing of the Issuer's initial public offering (the "IPO") and (ii) 99 shares subject to forfeiture in the event the underwriters of the IPO do not exercise their over-allotment option. Does not include an additional 4,529 shares contained within units that Calisa Holding LP has irrevocably agreed to purchase in connection with the IPO if and only if the underwriters of the IPO fully exercise their over-allotment option. |
| (2) | Calisa Management LLC is the managing member of Calisa Holding LP and Dahe Zhang is the manager of Calisa Management LLC. |
| (3) | Represents 63,525 rights contained within units that Calisa Holding LP has irrevocably agreed to purchase at the closing of the IPO. Does not include an additional 4,529 rights (representing 453 ordinary shares issuable upon conversion of such rights) contained within units that Calisa Holding LP has irrevocably agreed to purchase in connection with the IPO if and only if the underwriters of the IPO fully exercise their over-allotment option. Each right will convert automatically into 1/10 of one ordinary share at the closing of an initial business combination by the Issuer. |