Calisa Acquisition Corp — Form 8-K

Harraden Circle Investors LP, Harraden Circle Special Opportunities LP, Harraden Circle Strategic Investments LP, and Harraden Circle Concentrated LP (collectively Seller) entered into a prepaid share forward agreement with Calisa Acquisition Corp (to be renamed Goodvision AI Holding Limited) dated October 13, 2026, amending a prior agreement from September 15, 2026. Under the structure, Seller will purchase public shares in open market (Recycled Shares), commit to holding 50,000 shares (Commitment Shares), and enter a derivative transaction allowing up to 3,000,000 shares maximum. Counterparty prepays Seller an amount equal to (Number of Shares + 50,000) × Initial Price (redemption price) from its trust account; Seller retains this amount at maturity (15 months post-Business Combination or earlier by Seller election). Seller waives redemption rights on recycled shares. The agreement includes extensive ISDA derivatives framework, dilutive offering resets, optional early termination rights for Seller, and indemnification provisions favoring Seller.