SecProbe.io

CORRESP
 1
 filename1.htm

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

 (212)
 818-8881

 (212)
 818-8638

 email
 address

 jgallant@graubard.com

 July
7, 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. 1 to

 Registration
 Statement on Form S-1

 Filed
 August 9, 2024

 File
 No. 333-280565

 Ladies
and Gentlemen:

 On
behalf of Calisa Acquisition Corp ("Company"), we respond as follows to the Staff's comment letter, August 16, 2024,
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 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.

 Registration
Statement on Form S-1

 Enforcement
of Civil Liabilities, page 11

 1. We
 note your revised disclosure provided in response to prior comment 3. As requested in the
 comment, please include Ogier's consent to being named in this section of the prospectus
 as an exhibit to the registration statement.

 We
have re-filed the opinion of Ogier that contains Ogier's consent to being named in the above-referenced section as requested.

 Securities
and Exchange Commission

 July 7, 2025

 Page
2

 Risk
Factors Summary, page 26

 2.
 We
 note your response to prior comment 5. We also note that you disclose on page 28 that the PRC government may intervene or regulate
 the activities of the post-business combination company in ways that could significantly limit or completely hinder your ability
 to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become worthless.
 Please revise your disclosure to include the current risks that the majority of your directors and officers being based in or having
 significant ties to China poses which could result in a material change in your operations and/or the value of the securities you
 are registering for sale including causing the value of your securities to significantly decline or become worthless.

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

 Risks
Related to Acquiring and Operating a Business Outside of the United States, page 51

 3.
 We
 note your response to prior comment 7. Please expand your disclosure regarding the impact PRC law or regulations may have on the
 cash flows associated with the business combination transaction specifically including, but without limitation, shareholder redemption
 rights.

 We
have revised the disclosure in the Registration Statement to indicate that because the funds held in the Company's trust account
are not held in China but are instead held in U.S. dollars in the United States with Continental Stock Transfer & Trust Company,
shareholder redemption rights would not be impacted.

 Underwriting,
page 144

 4.
 We
 note your response to prior comment 9. Please revise your underwriter's compensation table to include the EBC founder shares
 in tabular format. Please refer to Item 508(e) of Regulation S-K for guidance.

 We
have revised the underwriters' compensation table as requested.

 *
* * * * * * * * *

 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:
 Hongfie
 Zhang