ALIS 8-K

Calisa Acquisition Corp (ALIS)

8-K 2025-10-23 For: 2025-10-20

View Original

Added on April 06, 2026

Cayman Islands	001-42910	N/A
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

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

	●	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 Company and an affiliate of Calisa Holding LP, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.
	●	A Share Escrow Agreement, dated October 21, 2025, by and among the Company, the Company’s sponsors and Continental Stock Transfer & Trust Company, a copy of which is attached as Exhibit 10.9 hereto and incorporated herein by reference.

Exhibit		Description
1.1		Underwriting Agreement between the Company and EarlyBirdCapital Inc., as representative of the underwriters.

3.1		Amended and Restated Memorandum and Articles of Association.

4.1		Rights Agreement between the Company and Continental Stock Transfer & Trust Company.

10.1		Letter Agreement among the Company, the Company’s sponsors and the Company’s officers and directors

10.2		Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company.

10.3		Registration Rights Agreement between the Company and certain security holders.

10.4		Private Placement Units Purchase Agreement between the Company and Alisa Group Limited.

10.5		Private Placement Units Purchase Agreement between the Company and Calisa Holding LP.

10.6		Private Placement Units Purchase Agreement between the Company and EarlyBirdCapital, Inc.

10.7		Form of Indemnification Agreement.

10.8		Administrative Services Agreement between the Company and Calisa Holding LP.

10.9		Share Escrow Agreement between the Company, the Company’s sponsors and Continental Stock Transfer & Trust Company.

99.1		Press Release.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	CALISA ACQUISITION CORP

	By:	/s/ Hongfei Zhang
	Name:	Hongfei Zhang
	Title:	Chief Executive Officer

	a.	The Company will furnish or arrange to have furnished to the Representative all information concerning the Company, the target business of such proposed Business Combination, any entity that succeeds or will succeed the Company as a public company in connection with the Business Combination, or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant”) and the proposed Business Combination that the Representative deems appropriate and will provide the Representative with reasonable access to the officers, directors, employees, affiliates, appraisers, independent accountants, financial advisors, legal counsel and other agents, consultants and advisors (“Registrant Representatives”) and properties of any Registrant, during normal business hours, as requested by the Representative. The Company shall take all reasonable steps requested by the Representative to ensure that each Registrant and each of the Registrant Representatives cooperate fully with all reasonable requests by the Representative for such information and access.

	b.	The Company agrees to notify the Representative with respect to, and to permit the Representative, at its request, to participate in all diligence sessions with any Registrant or its Registrant Representatives.

	c.	The Company shall provide drafts of all Business Combination Securities Disclosure Documents to the Representative and its legal counsel reasonably in advance of the filing of any Business Combination Securities Disclosure Document with the Commission or the circulation of any Business Combination Securities Disclosure Document to any prospective investor, sufficient to allow the Representative and its legal counsel a reasonable time to request changes determined by them to be necessary or appropriate to such Business Combination Securities Disclosure Document before its filing or circulation. The Company shall not permit the filing with or furnishing to the Commission of any Business Combination Securities Disclosure Documents, in each case relating to the issuance of Business Combination Securities, without the prior written consent of the Representative, which consent shall not unreasonably be withheld, delayed or conditioned.

	Very Truly Yours,

	CALISA ACQUISITION CORP

	By:	/s/ Hongfei Zhang
	Name:	Hongfei Zhang
	Title:	CEO

By:	/s/ Michael Powell
Name:	Michael Powell
Title:	Sr. Managing Director

Underwriter		Number of Firm Units to be Purchased
EarlyBirdCapital, Inc.		5,900,000
Dominari Securities LLC		100,000
TOTAL		6,000,000


	Print Name of Target Business


	Authorized Signature of Target Business

1.	Definitions, interpretation and exclusion of Table A	1
	Definitions	1
	Interpretation	5
	Exclusion of Table A Articles	6
2.	Commencement of Business	6
3.	Shares	6
	Power to issue Shares and options, with or without special rights	6
	Power to issue fractions of a Share	6
	Power to pay commissions and brokerage fees	7
	Trusts not recognised	7
	Power to vary class rights	7
	Effect of new Share issue on existing class rights	7
	No bearer Shares or warrants	8
	Treasury Shares	8
	Rights attaching to Treasury Shares and related matters	8
	Designation of Preferred Shares Rights	8
4.	Register of Members	9
5.	Share certificates	10
	Issue of share certificates	10
	Renewal of lost or damaged share certificates	10
6.	Lien on Shares	10
	Nature and scope of lien	10
	Company may sell Shares to satisfy lien	10
	Authority to execute instrument of transfer	11
	Consequences of sale of Shares to satisfy lien	11
	Application of proceeds of sale	11
7.	Calls on Shares and forfeiture	12
	Power to make calls and effect of calls	12
	Time when call made	12
	Liability of joint holders	12
	Interest on unpaid calls	12
	Deemed calls	12
	Power to accept early payment	12
	Power to make different arrangements at time of issue of Shares	12
	Notice of default	13

	Forfeiture or surrender of Shares	13
	Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender	13
	Effect of forfeiture or surrender on former Member	13
	Evidence of forfeiture or surrender	14
	Sale of forfeited or surrendered Shares	14
8.	Transfer of Shares	14
	Form of transfer	14
	Power to refuse registration	14
	Power to suspend registration	15
	Company may retain instrument of transfer	15
9.	Transmission of Shares	15
	Persons entitled on death of a Member	15
	Registration of transfer of a Share following death or bankruptcy	15
	Indemnity	15
	Rights of person entitled to a Share following death or bankruptcy	16
10.	Alteration of capital	16
	Increasing, consolidating, converting, dividing and cancelling share capital	16
	Dealing with fractions resulting from consolidation of Shares	16
	Reducing share capital	17
11.	Redemption and purchase of own Shares	17
	Power to issue redeemable Shares and to purchase own Shares	17
	Power to pay for redemption or purchase in cash or in specie	17
	Effect of redemption or purchase of a Share	18
12.	Meetings of Members	18
	Power to call meetings	18
	Content of notice	19
	Period of notice	19
	Persons entitled to receive notice	20
	Publication of notice on a website	20
	Time a website notice is deemed to be given	20
	Required duration of publication on a website	20
	Accidental omission to give notice or non-receipt of notice	20
13.	Proceedings at meetings of Members	21
	Quorum	21
	Lack of quorum	21
	Use of technology	21

	Chairman	21
	Right of a director to attend and speak	22
	Adjournment and Postponement	22
	Method of voting	22
	Taking of a poll	22
	Chairman’s casting vote	22
	Amendments to resolutions	23
	Written resolutions	23
	Sole-member company	24
14.	Voting rights of Members	24
	Right to vote	24
	Rights of joint holders	24
	Representation of corporate Members	24
	Member with mental disorder	25
	Objections to admissibility of votes	25
	Form of proxy	25
	How and when proxy is to be delivered	26
	Voting by proxy	26
15.	Number of directors	26
16.	Appointment, disqualification and removal of directors	26
	No age limit	26
	Corporate directors	27
	No shareholding qualification	27
	Appointment and removal of directors	27
	Resignation of directors	28
	Termination of the office of director	28
17.	Alternate directors	28
	Appointment and removal	28
	Notices	29
	Rights of alternate director	29
	Appointment ceases when the appointor ceases to be a director	30
	Status of alternate director	30
	Status of the director making the appointment	30
18.	Powers of directors	30
	Powers of directors	30
	Appointments to office	30

	Remuneration	31
	Disclosure of information	31
19.	Delegation of powers	32
	Power to delegate any of the directors’ powers to a committee	32
	Power to appoint an agent of the Company	32
	Power to appoint an attorney or authorised signatory of the Company	32
	Power to appoint a proxy	33
20.	Meetings of directors	33
	Regulation of directors’ meetings	33
	Calling meetings	33
	Notice of meetings	33
	Period of notice	33
	Use of technology	34
	Place of meetings	34
	Quorum	34
	Voting	34
	Validity	34
	Recording of dissent	34
	Written resolutions	34
	Sole director’s minute	35
21.	Permissible directors’ interests and disclosure	35
	Permissible interests subject to disclosure	35
	Notification of interests	35
	Voting where a director is interested in a matter	35
22.	Minutes	36
23.	Accounts and audit	36
	No automatic right of inspection	36
	Sending of accounts and reports	36
	Validity despite accidental error in publication on website	37
	Audit	37
24.	Financial year	38
25.	Record dates	38
26.	Dividends	38
	Declaration of dividends by Members	38
	Payment of interim dividends and declaration of final dividends by directors	38
	Apportionment of dividends	39
	Right of set off	39
	Power to pay other than in cash	39
	How payments may be made	39
	Dividends or other moneys not to bear interest in absence of special rights	40
	Dividends unable to be paid or unclaimed	40
27.	Capitalisation of profits	40
	Capitalisation of profits or of any share premium account or capital redemption reserve	40
	Applying an amount for the benefit of members	41
28.	Share premium account	41
	directors to maintain share premium account	41
	Debits to share premium account	41

29.	Seal	41
	Company seal	41
	Duplicate seal	41
	When and how seal is to be used	41
	If no seal is adopted or used	42
	Power to allow non-manual signatures and facsimile printing of seal	42
	Validity of execution	42
30.	Indemnity	42
	Indemnity	42
	Release	43
	Insurance	43
31.	Notices	43
	Form of notices	43
	Electronic communications	44
	Persons authorised to give notices	44
	Delivery of written notices	44
	Joint holders	44
	Signatures	44
	Evidence of transmission	44
	Giving notice to a deceased or bankrupt Member	44
	Date of giving notices	45
	Saving provision	45
32.	Authentication of Electronic Records	45
	Application of Articles	45
	Authentication of documents sent by Members by Electronic means	45
	Authentication of document sent by the Secretary or Officers of the Company by Electronic means	46
	Manner of signing	46
	Saving provision	46
33.	Transfer by way of continuation	47
34.	Winding up	47
	Distribution of assets in specie	47
	No obligation to accept liability	47
	The directors are authorised to present a winding up petition	47
35.	Amendment of Memorandum and Articles	47
	Power to change name or amend Memorandum	47
	Power to amend these Articles	48
36.	Mergers and Consolidations	48
37.	Business Combination	48
38.	Certain Tax Filings	51
39.	Business Opportunities	51

	(a)	these Amended and Restated Articles of Association as amended, restated, supplemented and/or otherwise modified from time to time: or

	(b)	two or more particular Articles of these Articles;

	(a)	the day when the notice is given or deemed to be given; and

	(b)	the day for which it is given or on which it is to take effect.

	(a)	in relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money’s worth;

	(b)	in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money’s worth.

	(a)	includes stock (except where a distinction between shares and stock is expressed or implied); and

	(b)	where the context permits, also includes a fraction of a share.

13.7	The chairman may at any time adjourn a meeting. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.

13.8	Should a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least five Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.

13.9	If, prior to a Business Combination, a notice is issued in respect of a general meeting and the directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.

13.10	When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The directors may postpone a general meeting which has already been postponed.

13.12	A poll demanded on the question of adjournment shall be taken immediately.

13.13	A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.

13.14	The demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was demanded.

13.15	A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

	(a)	not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and

	(b)	the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

	(a)	the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

	(b)	the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution.

	(a)	all Members entitled so to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;

	(b)	all Members entitled so to vote :

	(i)	sign a document; or

	(ii)	sign several documents in the like form each signed by one or more of those Members; and

13.21	If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

13.22	The directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

14.1	Subject to any rights or restrictions attached to any Member’s Shares, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares.

14.2	Members may vote in person or by proxy.

14.3	Every Member shall have one vote for each Share he holds, unless any Share carries special voting rights.

14.4	A fraction of a Share shall entitle its holder to an equivalent fraction of one vote.

14.5	Except as otherwise agreed by the Sponsors as described in the Registration Statement, no Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.

14.7	Save where otherwise provided, a corporate Member must act by a duly authorised representative.

14.8	A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.

14.9	The authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which it is first used.

14.10	The directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.

14.11	Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.

14.12	A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice of the revocation.

14.13	If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of such Shares held by the clearing house (or its nominee(s)).

14.14	A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

14.15	For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

14.17	An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.

14.18	The instrument must be in writing and signed in one of the following ways:

	(a)	by the Member; or

	(b)	by the Member’s authorised attorney; or

	(c)	if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.

14.19	The directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.

14.20	A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual notice of the revocation.

	(i)	to the registered office of the Company; or

	(ii)	to such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.

	(i)	in the notice convening the meeting; or

	(ii)	in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

	(iii)	in any invitation to appoint a proxy issued by the Company in relation to the meeting.

	(a)	if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed for the taking of the poll;

	(b)	but if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before the time appointed for the taking of the poll.