Calisa Acquisition Corp. Files 8-K/A Amendment
Ticker: ALISR · Form: 8-K/A · Filed: Oct 28, 2025 · CIK: 2026767
Sentiment: neutral
Topics: amendment, material-agreement, exhibits
TL;DR
Calisa Acquisition Corp. amended its 8-K filing on 10/28/25, updating material agreements and financials from 10/20/25.
AI Summary
Calisa Acquisition Corp. filed an amendment (8-K/A) on October 28, 2025, related to a material definitive agreement entered into on October 20, 2025. The filing also includes financial statements and exhibits. The company is incorporated in the Cayman Islands and its fiscal year ends on December 31.
Why It Matters
This amendment provides updated information and exhibits for Calisa Acquisition Corp., which could be material for investors tracking the company's definitive agreements and financial status.
Risk Assessment
Risk Level: low — This is an amendment to a previous filing, primarily providing updated documentation rather than announcing a new, significant event.
Key Players & Entities
- Calisa Acquisition Corp (company) — Registrant
- October 20, 2025 (date) — Date of earliest event reported
- October 28, 2025 (date) — Filing date of the amendment
- Cayman Islands (location) — State of Incorporation
FAQ
What is the primary purpose of this 8-K/A filing?
The primary purpose is to amend a previous 8-K filing, specifically to report on the entry into a material definitive agreement and to include financial statements and exhibits.
What was the date of the earliest event reported in this filing?
The date of the earliest event reported is October 20, 2025.
When was this amendment filed with the SEC?
This amendment was filed with the SEC on October 28, 2025.
Where is Calisa Acquisition Corp. incorporated?
Calisa Acquisition Corp. is incorporated in the Cayman Islands.
What are the key items reported under the 8-K/A form?
The key items reported are 'Entry into a Material Definitive Agreement' and 'Financial Statements and Exhibits'.
Filing Stats: 1,280 words · 5 min read · ~4 pages · Grade level 11.3 · Accepted 2025-10-28 17:26:44
Key Financial Figures
- $0.000075 — Market LLC Ordinary Shares, par value $0.000075 per share ALIS The Nasdaq Stock Mar
Filing Documents
- form8-ka.htm (8-K/A) — 78KB
- ex1-2.htm (EX-1.2) — 66KB
- 0001493152-25-019917.txt ( ) — 383KB
- alisu-20251020.xsd (EX-101.SCH) — 4KB
- alisu-20251020_def.xml (EX-101.DEF) — 27KB
- alisu-20251020_lab.xml (EX-101.LAB) — 38KB
- alisu-20251020_pre.xml (EX-101.PRE) — 26KB
- form8-ka_htm.xml (XML) — 8KB
From the Filing
UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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) Cayman Islands 001-42910 N/A 00-0000000 (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. EXPLANATORY NOTE As previously disclosed, on October 20, 2025, the Registration Statement on Form S-1 (SEC File No. 333-280565) (the "Registration 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 several agreements, forms of which were previously filed as exhibits to the Registration Statement. The Company filed a Current Report on Form 8-K (the "Original 8-K") including such agreements as exhibits to the Original 8-K but mistakenly omitted one agreement. Accordingly, the Company is filing this Amendment No. 1 to the Original 8-K to amend and restate Item 1.01 and to include such exhibit in Item 9.01. Other than as set forth in this Explanatory Note, this amendment does not amend any other disclosures in the Original 8-K. 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 Business Combination Marketing Agreement, dated October 21, 2025, by and between the Company and EBC, a copy of which is attached as Exhibit 1.2 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 am