Calisa Acquisition Corp: amends prepaid forward to buy up to 3,000,000 shares

What happened Calisa Acquisition Corp reported that on Oct 13, 2026 the company, Goodvision AI Inc. and the funds, accounts and/or other investment vehicles managed by Harraden Circle Investments, LLC entered into an amended and restated prepaid forward purchase agreement (the “FPA”), amending a Sep 15, 2026 prepaid forward purchase agreement. The FPA relates to the previously disclosed business combination under the Business Combination Agreement, dated Mar 6, 2026, among the company, Calisa Merger Sub and Goodvision.

Key details

• The Purchaser will purchase from holders of ordinary shares up to 3,000,000 Ordinary Shares at a price per share no greater than the redemption price, approximately $10.31 per share.
• Upon closing of the Business Combination, 50,000 shares will be deemed “Commitment Shares” and will not be included in the Forward Purchase Shares.
• No later than the earlier of (a) one business day after closing of the Business Combination and (b) the date any assets from the company’s trust account are disbursed, the company will cause the Purchaser to be paid a Prepayment Amount equal to (Forward Purchase Shares + Commitment Shares) × Redemption Price; the company will reimburse the Purchaser for expenses incurred in connection with the FPA.
• On the Maturity Date (15 months after closing, or earlier if specified by the Seller), any Forward Purchase Shares and Commitment Shares not sold by the Purchaser will be returned to the company and remaining amounts in respect of the Forward Purchase Shares will be retained by the Purchaser, less amounts owing; the Seller may terminate earlier by paying a Reset Price, initially equal to the Redemption Price but subject to downward adjustment under certain circumstances.

Why it may matter Item 1.01 was reported; it covers entry into a material definitive agreement (the amended prepaid forward purchase agreement) that sets terms for prepayment, purchase and potential return of up to 3,000,000 Ordinary Shares and related payments. This filing does not show why the insider traded or why the company acted.