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BCS

Current Report · Items 5.07 · 8-K

Calisa Acquisition Corp

ALISNASDAQEQUITYCurrent

Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. As previously disclosed, on March 6, 2026, Calisa Acquisition Corp, a Cayman Islands exempted company (the “ Company ”), entered into an Business Combination Agreement (the “ BCA ”) with Calisa Merger Sub, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“ Merger Sub ”), and Goodvision AI Inc., a…

Filed Oct 8, 2026Accepted Oct 8, 2026, 4:30 PM EDTCIK 2026767Accession 0001493152-26-046343
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Company context

Current securities

Recent company filings

  1. Entry into a Material Definitive AgreementOct 13, 2026
  2. 425 filingOct 6, 2026
  3. Regulation FD DisclosureOct 6, 2026
  4. 425 filingSep 21, 2026
  5. Entry into a Material Definitive AgreementSep 21, 2026

Registered securities in this filing

CALISA ACQUISITION CORP · 8-K · Filed 2026-10-08

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Units, each consisting of one ordinary share and one right

Symbol
ALISU
Exchange
NASDAQ
Classification
UNIT
Status
Current
Filing context

Context: From2026-10-082026-10-08_custom_UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember

Dimensions: us-gaap:StatementClassOfStockAxis

Ordinary Shares, par value $0.000075 per share

Symbol
ALIS
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: From2026-10-082026-10-08_custom_OrdinarySharesParValue0.000075PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Rights, each entitling the holder to one tenth of one ordinary share upon the completion of the Company’s initial business combination

Symbol
ALISR
Exchange
NASDAQ
Classification
RIGHT
Status
Current
Filing context

Context: From2026-10-082026-10-08_custom_RightsEachEntitlingHolderToOneTenthOfOneOrdinaryShareUponCompletionOfCompanysInitialBusinessCombinationMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000149315226046343 · 3 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 5.07

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders. As previously disclosed, on March 6, 2026, Calisa Acquisition Corp, a Cayman Islands exempted company (the “ Company ”), entered into an Business Combination Agreement (the “ BCA ”) with Calisa Merger Sub, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“ Merger Sub ”), and Goodvision AI Inc., a Cayman Islands exempted company (“ Goodvision ”). Pursuant to the terms of the BCA, Merger Sub will merge with and into Goodvision (the “ Merger ”), with Goodvision surviving the Merger as a direct, wholly owned subsidiary of the Company in accordance with the Companies Act (As Revised) of the Cayman Islands, as amended. On October 8, 2026, the Company held an extraordinary general meeting (the “Meeting”) to approve the following proposals in connection with the transactions with Goodvision: a proposal to approve by special resolution that the BCA, the plan of merger to be filed with the Registrar of Companies in the Cayman Islands and the transactions contemplated thereby (including the Merger) be approved, authorised and ratified in all respects (the “Business Combination Proposal”); a proposal to approve by special resolution that a change of the Company’s name from “Calisa Acquisition Corp” to “Goodvision AI Holding Limited” be approved and that the amended and restated memorandum and articles of association of the Company be amended to reflect the change of name with such change of name to become effective upon filing with the Registrar of Companies in the Cayman Islands and expected to occur simultaneously with the consummation of the Merger (the “Name Change Proposal”); a proposal to approve by ordinary resolution that for purposes of complying with applicable listing rules of the Nasdaq Stock Market LLC, the issuance of ordinary shares, par value $0.000075, in connection with the transactions in accordance with the BCA be approved (the “Nasdaq Proposal”); a proposal to approve by special resolution that (a) the capitalization of the Company, currently consisting of 266,666,666 authorized ordinary shares of US$0.000075 par value each, be redesignated and reclassified as Class A Ordinary Shares of US$0.000075 par value each, and 2,666,666 authorized but unissued preferred shares of US$0.000075 par value each,be redesignated and reclassified as a new class of Class B Ordinary Shares of US$0.000075 par value each, such that the authorized share capital of the Company following the Merger will become US$20,200 divided into 266,666,666 Class A Ordinary Shares of a par value US$0.000075 each and 2,666,666 Class B ordinary shares of a par value US$0.000075 each and (b) the amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of a new proposed second amended and restated memorandum and articles of association (the “Governing Documents Proposal”); a proposal to approve by ordinary resolution that the 2026 Equity Incentive Plan be adopted with effect upon consummation of the transactions contemplated by the BCA (the “Equity Incentive Plan Proposal”); and a proposal to approve as an ordinary resolution that the adjournment of the Meeting to a later date or dates, if it is determined by the chairman presiding over the Meeting that more time is necessary for the Company to consummate the Merger and the transactions (the “Adjournment Proposal”). An aggregate of 7,099,373 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of September 4, 2026, were represented in person or by proxy at the Meeting. The Company’s shareholders voted on the proposals at the Meeting, which were approved as follows: (1) Proposal No. 1 — The Business Combination Proposal For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────── 5,903,693 174,200 0 1,021,480 (2) Proposal No. 2 — The Name Change Proposal For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────── 6,925,173 174,200 0 0 (3) Proposal No. 3 — The Nasdaq Proposal For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────── 5,903,693 174,200 0 1,021,480 (4) Proposal No. 4 — The Governing Documents Proposal For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────── 5,903,693 174,200 0 1,021,480 (5) Proposal No. 5 — The Equity Incentive Plan Proposal For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────── 5,703,879 374,014 0 1,021,480 Because quorum was obtained and the other proposals were approved, the Company did not hold a vote on the Adjournment Proposal. The Company is in the process of continuing to satisfy all remaining closing conditions to the transaction and intends to consummate the business combination with Goodvision as soon as practicable.

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