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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 15, 2026
CALISA
ACQUISITION CORP
(Exact
Name of Registrant as Specified in Charter)
| Cayman
Islands |
|
001-42910 |
|
00-0000000 N/A |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
205
W. 37th Street
New
York, NY 10018
(Address
of Principal Executive Offices) (Zip Code)
(203)
998-5540
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Units,
each consisting of one ordinary share and one right |
|
ALISU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Ordinary
Shares, par value $0.000075 per share |
|
ALIS |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights,
each entitling the holder to one tenth of one ordinary share upon the completion of the Company’s initial business combination |
|
ALISR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
September 15, 2026, Calisa Acquisition Corp, a Cayman Islands exempted company (the “Company”), Goodvision AI Inc., a Cayman
Islands exempted company (“Goodvision”), and the funds, accounts and/or other investment vehicles managed by Harraden Circle
Investments, LLC signatory thereto (collectively, the “Purchaser”), entered into a Prepaid Forward Purchase Agreement (the
“FPA”). As previously disclosed, the Company, Calisa Merger Sub, a Cayman Islands exempted company and a direct, wholly owned
subsidiary of the Company (“Merger Sub”), and Goodvision are parties to a Business Combination Agreement, dated as of March
6, 2026 (as amended, the “Business Combination Agreement”), pursuant to which Merger Sub will merge with and into Goodvision,
with Goodvision surviving the merger as a direct, wholly owned subsidiary of the Company (the “Business Combination”). The
FPA is intended to potentially maximize the amount of funds retained by the Company following consummation of the Business Combination.
In
accordance with the FPA and subject to the terms and conditions set forth therein, the Purchaser will purchase from holders of ordinary
shares, par value $0.000075 per share, of the Company (“Ordinary Shares”) up to 3,000,000 Ordinary Shares (such shares to
be purchased, the “Forward Purchase Shares”), at a price per share no greater than the redemption price payable to redeeming
public shareholders of the Company (the “Redemption Price”). The cash held in the Company’s trust account as of August
31, 2026 was approximately $10.31 per public share. The Purchaser will not vote any Ordinary Shares purchased pursuant to the
FPA at the shareholder meeting relating to the Business Combination.
No
later than the earlier of (a) one business day after the closing of the Business Combination and (b) the date any assets from the Company’s
trust account are disbursed in connection with the Business Combination, the Company will cause the Purchaser to be paid directly, out
of the funds so disbursed, a cash amount (the “Prepayment Amount”) equal to the number of Forward Purchase Shares multiplied
by the Redemption Price. The Company will also reimburse the Purchaser for expenses incurred in connection with the FPA and the purchase
of the Forward Purchase Shares.
On
the date that is 12 months after the closing of the Business Combination (or such earlier date specified by the Seller) (the “Maturity
Date”), any Forward Purchase Shares not sold by the Purchaser will be returned to the Company, and any remaining amounts in respect
of the Forward Purchase Shares will be retained by the Purchaser, less any amounts then owing to the Company from sales effected prior
to the Maturity Date.
The Seller may
terminate any portion of the FPA earlier than the Maturity Date by notifying the Company of the termination and paying the Company the
then applicable Reset Price. The Reset Price is initially the Redemption Price, but may be adjusted downwards under certain circumstances
as described in the FPA.
The
foregoing description of the FPA is not complete and is qualified in its entirety by reference to the full text of the FPA, a copy of
which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Cautionary
Note Regarding Forward Looking Statements
Neither
the Company, Goodvision nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness
of the information contained in this Current Report on Form 8-K. This Current Report is not intended to be all-inclusive or to contain
all the information that a person may desire in considering the proposed transactions discussed herein, and it is not intended to form
the basis of any investment decision or any other decision in respect of the proposed transactions.
This
Current Report and the exhibits filed or furnished herewith include certain “forward-looking statements” within the meaning
of the federal securities laws with respect to the proposed transaction between the Company and Goodvision. These forward-looking statements
generally are identified by words and phrases such as “aspire,” “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “will be,” “will continue,” “will likely result,” “could,” “should,”
“would,” “believe(s),” “predicts,” “potential,” “continue,” “future,”
“opportunity,” “strategy” and similar expressions. Forward-looking statements are based on current expectations
and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed
or implied by such forward-looking statements.
Factors
that may cause such differences include, among other things, the risk that the benefits of the Business Combination may not be realized;
the risk that the Business Combination may not be completed in a timely manner or at all; the amount of redemption requests made by the
Company’s public shareholders; the failure to satisfy the conditions to the consummation of the Business Combination; the ability
to meet applicable stock exchange listing standards following the Business Combination; the occurrence of any event, change or other
circumstance that could give rise to the termination of the Business Combination Agreement or the FPA; the outcome of any legal proceedings
that may be initiated following announcement of the Business Combination or the FPA; costs related to the Business Combination; changes
in applicable laws or regulations; and other risks and uncertainties described in the Company’s filings with the Securities and
Exchange Commission (“SEC”), including the definitive proxy statement/prospectus described below.
The
Company and Goodvision caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date
made. Neither the Company nor Goodvision undertakes or accepts any obligation to publicly update or revise any forward-looking statements
to reflect any change in expectations or any change in events, conditions or circumstances on which any such statement is based, except
as required by applicable law.
Additional
Information and Where to Find It
In
connection with the proposed Business Combination, the Company has filed with the SEC a registration statement on Form S-4 (File No.
333-296926), which includes a proxy statement/prospectus (the “Registration Statement”). The Registration Statement was declared
effective by the SEC on September 11, 2026, and the Company has filed the definitive proxy statement/prospectus with the SEC. The Company
also will file other documents regarding the proposed Business Combination with the SEC. This Current Report does not contain all the
information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision
or any other decision in respect of the Business Combination.
BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT GOODVISION, THE COMPANY, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and securityholders
may obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by the Company through the
website maintained by the SEC at www.sec.gov. In addition, investors and securityholders may obtain free copies of the documents filed
with the SEC by directing a written request to the Company at 205 W. 37th Street, New York, New York 10018.
Participants
in the Solicitation
The
Company, Goodvision and certain of their respective directors, executive officers and employees may be considered to be participants
in the solicitation of proxies from the Company’s shareholders in connection with the Business Combination. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company’s shareholders in connection
with the Business Combination, including a description of their respective direct and indirect interests, by security holdings or otherwise,
is included in the definitive proxy statement/prospectus. Additional information regarding the Company’s directors and executive
officers can also be found in the Company’s filings with the SEC. These documents are available free of charge as described above.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the Business Combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
| |
Exhibit
No. |
|
Description |
| |
10.1 |
|
Prepaid Forward Purchase Agreement, dated as of September 15, 2026, by and among Calisa Acquisition Corp, Goodvision AI Inc. and the Purchaser. |
| |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
September 21, 2026
| |
CALISA
ACQUISITION CORP |
| |
|
|
| |
By: |
/s/
Hongfei Zhang |
| |
Name: |
Hongfei
Zhang |
| |
Title: |
Chief
Executive Officer |
