Calisa Acquisition Corp announced the execution of an amended and restated Prepaid Forward Purchase Agreement on October 13, 2026. The agreement was entered into by the Company, Goodvision AI Inc., and funds managed by Harraden Circle Investments, LLC. This amendment follows an initial agreement signed on September 15, 2026.
The updated agreement is designed to maximize the amount of funds retained by Calisa following the consummation of its previously disclosed business combination with Goodvision AI Inc. Under the terms of the agreement, the Purchaser will purchase up to 3,000,000 ordinary shares of the Company from existing shareholders. The price per share is capped at approximately $10.31, which is defined as the redemption price payable to redeeming public shareholders.
The agreement includes specific mechanisms regarding the timing of payments and share returns. The Company is required to pay the Purchaser a cash amount directly from trust account disbursements upon the closing of the business combination. This amount is calculated based on the number of Forward Purchase Shares and Commitment Shares multiplied by the Redemption Price. Additionally, 50,000 shares are designated as Commitment Shares, which are excluded from the Forward Purchase Shares and are free of obligations under the agreement.
The agreement stipulates that any Forward Purchase Shares or Commitment Shares not sold by the Purchaser by the maturity date—defined as 15 months after the closing of the business combination—must be returned to the Company. The Purchaser retains any remaining amounts from unexercised Forward Purchase Shares, less amounts owed from prior sales. The Purchaser also has the right to terminate any portion of the agreement earlier than the maturity date by paying a Reset Price, which is initially set at the Redemption Price but may be adjusted downwards.
