Calisa Acquisition Corp. Files 8-K on Equity Sales

TL;DR

Calisa Acquisition Corp. filed an 8-K for unregistered equity sales and financial statements.

AI Summary

On October 23, 2025, Calisa Acquisition Corp. filed an 8-K report detailing unregistered sales of equity securities. The filing also included financial statements and exhibits, with the report being filed as of October 29, 2025. The company is incorporated in the Cayman Islands and operates in the Real Estate & Construction sector.

Why It Matters

This filing indicates potential changes in the company's equity structure, which could impact its financial standing and shareholder composition.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report for unregistered equity sales and financial statements, with no immediate indication of significant financial distress or unusual events.

Key Players & Entities

• Calisa Acquisition Corp (company) — Registrant
• October 23, 2025 (date) — Date of earliest event reported
• October 29, 2025 (date) — Date of filing
• Cayman Islands (location) — State of Incorporation
• 6770 (industry_code) — Standard Industrial Classification (Blank Checks)

FAQ

Key Financial Figures

• $0.000075 — Market LLC Ordinary Shares, par value $0.000075 per share ALIS The Nasdaq Stock Mar
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $60,000,000 — per Unit, generating gross proceeds of $60,000,000. Simultaneously with the consummation
• $2,525,000 — ment Unit, generating total proceeds of $2,525,000. The Private Placement Units were purch

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex99-1.htm (EX-99.1) — 118KB
• ex99-2.htm (EX-99.2) — 9KB
• 0001493152-25-020080.txt ( ) — 429KB
• alisu-20251023.xsd (EX-101.SCH) — 4KB
• alisu-20251023_def.xml (EX-101.DEF) — 27KB
• alisu-20251023_lab.xml (EX-101.LAB) — 38KB
• alisu-20251023_pre.xml (EX-101.PRE) — 26KB
• 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 23, 2025 CALISA ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) 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. Item 3.02. Unregistered Sales of Equity Securities. The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02. Item 8.01. Other Events. On October 23, 2025, Calisa Acquisition Corp (the " Company "), a Cayman Islands exempt company, consummated its initial public offering (the " IPO ") of 6,000,000 units (" Units "). Each Unit consists of one ordinary share of the Company, par value $0.000075 per share (" Ordinary Shares "), and one right (" Rights "), each Right entitling its holder to receive one tenth of one Ordinary Share upon the completion of the Company's initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the consummation of the IPO, the Company consummated a private placement (the " Private Placements ") of 252,500 units (" Private Placement Units "), at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,525,000. The Private Placement Units were purchased by the Company's sponsors, Alisa Group Limited and Calisa Holding LP, and EarlyBirdCapital, Inc., the representative of the underwriters in the IPO (the "Representative"). The Private Placement Units are identical to the Units sold in the IPO. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights underlying the Private Placement Units, subject to certain customary exceptions, until the completion of the Company's initial business combination. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. An audited balance sheet as of October 23, 2025, reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included as Exhibit 99.2 to this Current Report on Form 8-K. As of October 23, 2025, an aggregate of $60,000,000 of the net proceeds from the IPO and sale of the Private Placement Units has been deposited in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution exp

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