Calisa Acquisition Corp Enters Prepaid Forward for Goodvision Merger

What Happened
Calisa Acquisition Corp (ALIS) announced on Sept. 15, 2026 that it entered into a Prepaid Forward Purchase Agreement (the “FPA”) with funds managed by Harraden Circle Investments, LLC in connection with its previously announced business combination with Goodvision AI Inc. Under the FPA, the Purchaser may acquire up to 3,000,000 ordinary shares at a price per share no greater than the redemption price payable to redeeming public shareholders. The company reported approximately $10.31 per public share held in its trust account as of Aug. 31, 2026.

Key Details

• Parties & date: FPA dated Sept. 15, 2026 among Calisa Acquisition Corp, Goodvision AI Inc., and funds/accounts managed by Harraden Circle Investments, LLC.
• Size & price cap: Up to 3,000,000 ordinary shares to be purchased at a price not greater than the redemption price (trust cash ~ $10.31 per public share as of Aug. 31, 2026).
• Payment & timing: The Purchaser will be paid from funds disbursed from the Company’s trust account (the “Prepayment Amount”) no later than the earlier of one business day after closing of the Business Combination or the date trust assets are disbursed.
• Other terms: Purchaser will not vote shares bought under the FPA at the shareholder meeting; unsold Forward Purchase Shares are to be returned to the Company 12 months after closing (the Maturity Date) unless earlier terminated by the Seller by paying a Reset Price (initially equal to the redemption price).
• Filings: The FPA is filed as Exhibit 10.1 to the 8‑K; the Company’s S-4 was declared effective Sept. 11, 2026 and the definitive proxy statement/prospectus has been filed.

Why It Matters
This agreement is intended to potentially increase the cash the company retains when the Goodvision business combination closes by creating a mechanism for prepayment tied to the redemption price. Up to 3,000,000 shares could be affected, and payments will be drawn from the SPAC trust when disbursed—details that can influence the net cash available to the combined company and the ultimate proceeds to public shareholders. Importantly, the Purchaser will not vote the purchased shares at the merger meeting, so these purchases should not alter the shareholder vote count. Investors should review the definitive proxy/prospectus and the FPA (Exhibit 10.1) for full terms and potential impacts.