Calisa Acquisition Corp. Files 8-K with Material Agreement
Ticker: ALISR · Form: 8-K · Filed: Oct 23, 2025 · CIK: 2026767
Sentiment: neutral
Topics: material-agreement, corporate-action, filing
TL;DR
Calisa Acquisition Corp. signed a big deal on 10/20/25, filed amendments, and dropped exhibits. Big moves happening!
AI Summary
Calisa Acquisition Corp. entered into a Material Definitive Agreement on October 20, 2025. The company also filed amendments to its articles of incorporation or bylaws and reported other events. Financial statements and exhibits were also included in the filing.
Why It Matters
This 8-K filing indicates significant corporate actions by Calisa Acquisition Corp., including a material definitive agreement and potential changes to its governing documents, which could impact its strategic direction and shareholder value.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement and amendments, suggesting significant corporate activity that could carry inherent risks related to the nature of the agreement and changes in corporate structure.
Key Players & Entities
- Calisa Acquisition Corp (company) — Registrant
- October 20, 2025 (date) — Date of earliest event reported
- 001-42910 (company) — SEC File Number
FAQ
What is the nature of the Material Definitive Agreement entered into by Calisa Acquisition Corp. on October 20, 2025?
The filing does not specify the details of the Material Definitive Agreement, only that one was entered into on October 20, 2025.
What specific amendments were made to Calisa Acquisition Corp.'s articles of incorporation or bylaws?
The filing indicates that amendments were made, but the specific details of these amendments are not provided in the summary information.
What are the 'Other Events' reported by Calisa Acquisition Corp. on October 20, 2025?
The filing lists 'Other Events' as an item information category but does not provide specific details about what those events entail.
What is the significance of the SEC file number 001-42910 for Calisa Acquisition Corp.?
The SEC file number 001-42910 is the official filing number assigned by the Securities and Exchange Commission to Calisa Acquisition Corp.
When is Calisa Acquisition Corp.'s fiscal year end?
Calisa Acquisition Corp.'s fiscal year ends on December 31.
Filing Stats: 1,146 words · 5 min read · ~4 pages · Grade level 11 · Accepted 2025-10-22 18:08:26
Key Financial Figures
- $0.000075 — Market LLC Ordinary Shares, par value $0.000075 per share ALIS The Nasdaq Stock Mar
Filing Documents
- form8-k.htm (8-K) — 76KB
- ex1-1.htm (EX-1.1) — 303KB
- ex3-1.htm (EX-3.1) — 942KB
- ex4-1.htm (EX-4.1) — 126KB
- ex10-1.htm (EX-10.1) — 66KB
- ex10-2.htm (EX-10.2) — 122KB
- ex10-3.htm (EX-10.3) — 134KB
- ex10-4.htm (EX-10.4) — 58KB
- ex10-5.htm (EX-10.5) — 57KB
- ex10-6.htm (EX-10.6) — 62KB
- ex10-7.htm (EX-10.7) — 100KB
- ex10-8.htm (EX-10.8) — 20KB
- ex10-9.htm (EX-10.9) — 63KB
- ex99-1.htm (EX-99.1) — 8KB
- 0001493152-25-018965.txt ( ) — 2655KB
- alisu-20251020.xsd (EX-101.SCH) — 4KB
- alisu-20251020_def.xml (EX-101.DEF) — 27KB
- alisu-20251020_lab.xml (EX-101.LAB) — 37KB
- alisu-20251020_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 7KB
From the Filing
UNITED 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): October 20, 2025 CALISA ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) 00-0000000 Cayman Islands 001-42910 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. I tem 1.01. Entry into a Material Definitive Agreement. On October 20, 2025, the Registration Statement on Form S-1 (SEC File No. 333-280565) (the " Registration Statement ") relating to the initial public offering (the "IPO") of units of Calisa Acquisition Corp. (the " Company ") became effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933. On October 21, 2025, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: An Underwriting Agreement, dated October 21, 2025, by and between the Company and EarlyBirdCapital Inc. ("EBC"), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Rights Agreement, dated October 21, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. A Letter Agreement, dated October 21, 2025, by and among the Company, its officers, its directors and the Company's sponsors, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated October 21, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. A Registration Rights Agreement, dated October 21, 2025, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. A Private Placement Units Purchase Agreement, dated October 21, 2025, by and between the Company and Alisa Group Limited, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. A Private Placement Units Purchase Agreement, dated October 21, 2025, by and between the Company and the Company's sponsor, Calisa Holding LP, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. A Private Placement Units Purchase Agreement, dated October 21, 2025, by and between the Company and EBC, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. Indemnity Agreements, dated October 21, 2025, by and among the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. An Administrative Support Agreement, dated October 21, 2025, by and between the