Business Context and Reporting Period
Company: Calisa Acquisition Corp (ALIS)
Filing Type: Form 8-K (Current Report)
Date of Report: September 15, 2026
Event: Entry into a Material Definitive Agreement (Prepaid Forward Purchase Agreement).
Calisa Acquisition Corp, a Cayman Islands exempted company, entered into a Prepaid Forward Purchase Agreement (FPA) with funds managed by Harraden Circle Investments, LLC (the "Purchaser"). This agreement is related to the proposed Business Combination with Goodvision AI Inc., originally announced via a Business Combination Agreement dated March 6, 2026.
Key Financial Metrics and Transaction Terms
Transaction Structure:
- Forward Purchase Shares: Up to 3,000,000 Ordinary Shares.
- Purchase Price: No greater than the Redemption Price payable to redeeming public shareholders.
- Trust Account Balance: Approximately $10.31 per public share as of August 31, 2026.
- Payment Timing: The Purchaser will be paid directly from trust account disbursements no later than one business day after the closing of the Business Combination.
- Voting Rights: The Purchaser will not vote the Forward Purchase Shares at the shareholder meeting regarding the Business Combination.
- Maturity Date: 12 months after the closing of the Business Combination. Unsold shares are returned to the Company; remaining amounts are retained by the Purchaser.
Financial Statements: This filing does not contain audited financial statements, revenue, profit, or cash flow data for the Company. It focuses solely on the terms of the FPA.
Material Changes and Strategic Intent
The primary material change is the execution of the FPA, intended to maximize the amount of funds retained by the Company following the consummation of the Business Combination with Goodvision AI Inc. This mechanism allows the Company to secure capital from the Purchaser at a price tied to the redemption value, potentially reducing the net cash outflow associated with shareholder redemptions.
Guidance, Risks, and Contingencies
Management Commentary: The filing emphasizes that the FPA is designed to support the capital structure post-merger. The definitive proxy statement/prospectus (Form S-4, File No. 333-296926) was declared effective by the SEC on September 11, 2026.
Risks and Contingencies:
- Transaction Completion: Risks include the failure to complete the Business Combination in a timely manner or at all.
- Redemptions: The amount of redemption requests by public shareholders could impact the transaction.
- Regulatory and Legal: Risks include the failure to satisfy conditions for consummation, meeting stock exchange listing standards, and potential legal proceedings.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from expectations due to various uncertainties.
Investor Verification Checklist
- Verify the final Redemption Price at the time of the shareholder meeting, as the FPA purchase price is capped at this amount.
- Review the definitive proxy statement/prospectus (Form S-4) for detailed terms of the Business Combination with Goodvision AI Inc.
- Confirm the status of the Business Combination Agreement and any conditions precedent to closing.
- Assess the impact of the 3,000,000 share forward purchase on the post-merger capitalization and cash reserves.
- Monitor for any amendments to the FPA or termination notices prior to the Maturity Date.