Monitor the redemption deadline and shareholder vote on the Business Combination — the FPA's effectiveness depends on closing. The actual number of Recycled Shares (to be specified in the Pricing Date Notice post-close) determines the exact trust cash retained. Post-combination, watch for any Dilutive Offering Reset that could lower the Reset Price floor below $4.00, affecting Seller's early termination economics.
Price Chart
Executive Summary
Calisa Acquisition Corp (ALIS), a SPAC merging with Goodvision AI Inc., entered into an amended and restated Prepaid Forward Purchase Agreement (FPA) with Harraden Circle Investors. Under the FPA, Harraden will purchase up to 3,000,000 ordinary shares in the open market at ~$10.31/share (the redemption price), waiving redemption rights, and the SPAC will prepay ~$31.4M from its trust account at close. This structure maximizes cash retained by the post-combination company (renamed Goodvision AI Holding Limited, ticker GVAI) by replacing redeemed shares with committed capital, reducing the risk of a cash drain from high redemptions.
Key Facts
- Amended and restated Prepaid Forward Purchase Agreement (FPA) dated October 13, 2026, replacing the September 15, 2026 agreement.
- Harraden Circle Investors (Seller) will purchase up to 3,000,000 ordinary shares (Forward Purchase Shares) at the Redemption Price (~$10.31/share).
- 50,000 shares are designated as Commitment Shares, free of FPA obligations.
- At Business Combination close, the SPAC will pay Seller a Prepayment Amount equal to (Forward Purchase Shares + Commitment Shares) × Redemption Price — up to ~$31.4M from the trust account.
- Seller waives redemption rights on the purchased shares, ensuring those shares remain in the trust rather than being redeemed.
- Maturity Date is 15 months post-close, or earlier at Seller's option; Seller may terminate portions early at the Reset Price (initially $10.31, floor $4.00).
- The FPA is intended to maximize funds retained by the post-combination company after the Business Combination with Goodvision AI Inc.
- Business Combination Agreement dated March 6, 2026; the S-4 registration statement was declared effective September 11, 2026.
Financial Impact
Up to ~$31.4 million prepaid from SPAC trust account to Harraden Circle (3,050,000 shares × ~$10.31/share). This amount is retained by Seller at maturity in exchange for return of shares, effectively converting trust cash into committed equity capital for the post-combination company.
Risk Factors
- Business Combination may not close if conditions (including shareholder approval and regulatory consents) are not met.
- High redemptions could reduce trust cash available for prepayment, limiting the FPA's benefit.
- Reset Price floor of $4.00/share may be triggered if post-combination stock trades below that level, affecting Seller's optional early termination payout.
- The FPA terminates if the Merger Agreement is terminated prior to close, or upon illegality or Material Adverse Change.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-046872 |
| Document: form8-k.htm | 0001493152-26-046872 |
| Document: 0001493152-26-046872-index-headers.html | 0001493152-26-046872 |
| Document: 0001493152-26-046872-index.html | 0001493152-26-046872 |
| Document: 0001493152-26-046872.txt | 0001493152-26-046872 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 13, 2026 13d ago | 8-K | $8.52 | awaiting T+60 | — | $8.20 (−3.76%) |
Oct 6, 2026 20d ago | 425 | $11.03 | awaiting T+60 | — | $8.20 (−25.66%) |
Oct 6, 2026 20d ago | 8-K | $11.03 | awaiting T+60 | — | $8.20 (−25.66%) |
Jul 31, 2026 12w ago | 425 / 8-K | $10.17 | awaiting T+60 | — | $8.20 (−19.36%) |
Jul 17, 2026 14w ago | 8-K | $10.19 $7.90 | ▼ −22.46% | ▼ −27.30% | $8.20 (−19.52%) |
Jul 13, 2026 15w ago | 425 / 8-K | $10.18 $11.25 | ▲ +10.51% | ▲ +6.52% | $8.20 (−19.45%) |
US Market Status
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