Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on September 15, 2026, Calisa Acquisition Corp, a Cayman Islands exempted company (the "Company"), Goodvision AI Inc., a Cayman Islands exempted company ("Goodvision"), and the funds, accounts and/or other investment vehicles managed by Harraden Circle Investments, LLC signatory thereto (collectively, the "Purchaser"), entered into a Prepaid Forward Purchase Agreement. On October 13, 2026, the Company, Goodvision and the Purchaser entered into an amended and restated FPA (as amended and restated, referred to herein as the "FPA"). The FPA was entered into in order to maximize the amount of funds retained by the Company following the consummation of its previously disclosed business combination pursuant to that certain Business Combination Agreement, dated as of March 6, 2026 (as amended, the "Business Combination Agreement"), among the Company, Calisa Merger Sub, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company ("Merger Sub"), and Goodvision pursuant to which Merger Sub will merge with and into Goodvision, with Goodvision surviving the merger as a direct, wholly owned subsidiary of the Company (the "Business Combination").

In accordance with the FPA and subject to the terms and conditions set forth therein, the Purchaser will purchase from holders of ordinary shares, par value $0.000075 per share, of the Company ("Ordinary Shares") up to 3,000,000 Ordinary Shares (such shares to be purchased, the "Forward Purchase Shares"), at a price per share no greater than the redemption price payable to redeeming public shareholders of the Company in connection with the Business Combination, or approximately $10.31 per share (the "Redemption Price"). Upon closing of the Business Combination, 50,000 shares shall be deemed to be "Commitment Shares" and shall not be included in the Forward Purchase Shares and shall be free and clear of all obligations under the FPA.

No later than the earlier of (a) one business day after the closing of the Business Combination and (b) the date any assets from the Company's trust account are disbursed in connection with the Business Combination, the Company will cause the Purchaser to be paid directly, out of the funds so disbursed, a cash amount (the "Prepayment Amount") equal to the number of Forward Purchase Shares plus the number of Commitment Shares multiplied by the Redemption Price. The Company will also reimburse the Purchaser for expenses incurred in connection with the FPA and the purchase of the Forward Purchase Shares.

On the date that is 15 months after the closing of the Business Combination (or such earlier date specified by the Seller) (the "Maturity Date"), any Forward Purchase Shares and Commitment Shares not sold by the Purchaser will be returned to the Company, and any remaining amounts in respect of the Forward Purchase Shares will be retained by the Purchaser, less any amounts then owing to the Company from sales effected prior to the Maturity Date.

The Seller may terminate any portion of the FPA earlier than the Maturity Date by notifying the Company of the termination and paying the Company the then applicable Reset Price. The Reset Price is initially the Redemption Price, but may be adjusted downwards under certain circumstances as described in the FPA.

The foregoing description of the FPA is not complete and is qualified in its entirety by reference to the full text of the FPA, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Cautionary Note Regarding Forward Looking Statements

Neither the Company, Goodvision nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report is not intended to be all-inclusive or to contain all the information that a person may desire in considering the proposed transactions discussed herein, and it is not intended to form the basis of any investment decision or any other decision in respect of the proposed transactions.

This Current Report and the exhibits filed or furnished herewith include certain "forward-looking statements" within the meaning of the federal securities laws with respect to the proposed transaction between the Company and Goodvision. These forward-looking statements generally are identified by words and phrases such as "aspire," "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "will be," "will continue," "will likely result," "could," "should," "would," "believe(s)," "predicts," "potential," "continue," "future," "opportunity," "strategy" and similar expressions. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.