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CORRESP
 1
 filename1.htm

 Graubard
 Miller
 The
 Chrysler Building
 405
 Lexington Avenue
 New
 York, N.Y. 10174-4499
 (212)
 818-8800

 facsimile

 direct
 dial number

 (212)
 818-8881

 (212)
 818-8638

 email
 address

 jgallant@graubard.com

 September
 10, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Calisa
 Acquisition Corp.

 Amendment
 No. 2 to Registration Statement on Form S-1

 Filed
 July 7, 2025

 File
 No. 333-280565

 Ladies
and Gentlemen:

 On
behalf of Calisa Acquisition Corp. (the "Company"), we respond as follows to the Staff's comment letter, dated July
29, 2025, relating to the above-captioned Registration Statement on Form S-1 ("Registration Statement"). Captions and page
references herein correspond to those set forth in the amended filing of the Registration Statement, a copy of which has been marked
with the changes from the prior filing of the Registration Statement. Capitalized terms used but not defined in this letter have the
meanings ascribed to them in the Registration Statement.

 Please
note that for the Staff's convenience, we have recited each of the Staff's comments and provided the Company's response
to each comment immediately thereafter.

 Amendment
No. 2 to Registration Statement on Form S-1

 Cover
Page

 1. We
 note here and throughout the registration statement that you have removed disclosure regarding
 possible extensions of the time to complete a business combination. Please revise your registration
 statement to include disclosure as to whether, and if so how, you may extend this time period,
 and whether shareholders may redeem their shares in connection with any proposal to extend.

 We
have revised the disclosure throughout the Registration Statement as requested.

 Securities
and Exchange Commission

 September
10, 2025

 Page
2

 Summary
Financial Data, page 29

 2. It
 appears your working capital, as adjusted, includes the $60,000,000 to be held in the trust
 account. Please tell us how you determined it was appropriate to include this amount within
 your working capital, as adjusted.

 We
have revised the disclosure on page 29 of the Registration Statement to address the Staff's comment.

 Dilution,
page 80

 3. On
 page 80, you state "[t]he calculations below do not take into account the fee payable
 by us pursuant to the Business Combination Marketing Agreement, as that fee is contingent
 upon our consummation of an initial business combination." This statement does not
 appear to be consistent with your calculation, which reflects a reduction for the business
 combination marketing fee. Please revise for consistency, or advise.

 We
have revised the disclosure on page 80 of the Registration Statement as requested.

 Index
to Financial Statements, page F-1

 4. We
 note you have provided unaudited interim financial statements as of and for the five months
 ended May 31, 2025 and for the period from March 11, 2024 (Inception) to March 31, 2024.
 Please amend your filing to include unaudited interim financial statements as of the end
 of a fiscal quarter (e.g., March 31, 2025 or June 30, 2025) and for the period then ended
 (e.g., three months ended March 31, 2025 or six months June 30, 2025.) Your revised filing
 should also include a statement of operations, statement of changes in shareholders'
 equity, and statement of cash flows for the comparable period of the preceding fiscal year
 (e.g., March 11, 2024 (Inception) to March 31, 2024 or to June 30, 2024). Reference is made
 to Rule 8-03 of Regulation S- X.

 We
have revised the disclosure throughout the Registration Statement as requested.

 Statements
of Changes in Shareholders' Equity, page F-5

 5. Please
 revise to provide a separate statement of changes in shareholders' equity that covers
 the entire period from March 11, 2024 to December 31, 2024 that is labeled as audited. Reference
 is made to Rule 8-02 of Regulation S-X.

 We
have revised on page F-5 of the Registration Statement as requested.

 Notes
to the Financial Statements

 Note
8 - Segment Information, page F-14

 6. We
 note that the key measure of segment profit or loss reviewed by the CODM is general and administrative
 expenses. Please tell us how you determined that general and administrative expenses reflects
 a measure of profit or loss, and whether or not your CODM considers Net loss when evaluating
 your single operating segment. Please refer to ASC 280-10-50.

 We
have revised the disclosure on page F-14 of the Registration Statement as requested.

 *************

 Securities
and Exchange Commission

 September
10, 2025

 Page
3

 If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

 Sincerely,

 /s/
 Jeffrey M. Gallant

 Jeffrey
 M. Gallant

 cc:
 Hongfei
 Zhang, CEO