S-4 S-4/A EX-FILING FEES 333-296926 0002026767 Calisa Acquisition Corp N/A N/A 0002026767 2026-07-13 2026-07-13 0002026767 1 2026-07-13 2026-07-13 0002026767 2 2026-07-13 2026-07-13 0002026767 3 2026-07-13 2026-07-13 0002026767 4 2026-07-13 2026-07-13 0002026767 5 2026-07-13 2026-07-13 0002026767 6 2026-07-13 2026-07-13 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

Calisa Acquisition Corp

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Class A ordinary shares, par value $0.000075 per share Other 100,000 $ 10.00 $ 1,000,000.00 0.0001381 $ 138.10
Fees Previously Paid 2 Equity Class A ordinary shares, par value $0.000075 per share Other 6,000,000 $ 10.13 $ 60,780,000.00 $ 8,393.72
Fees Previously Paid 3 Equity Class A ordinary shares, par value $0.000075 per share Other 2,175,000 $ 10.15 $ 22,076,250.00 $ 3,048.73
Fees Previously Paid 4 Equity Class A ordinary shares, par value $0.000075 per share Other 18,000,000 $ 10.00 $ 180,000,000.00 $ 24,858.00
Fees Previously Paid 5 Equity Ordinary shares underlying the Units, consisting of one share of ordinary shares, par value $0.000075 per share, and one Right to receive one-tenth of one share of Class A ordinary shares Other 252,500 $ 10.66 $ 2,691,650.00 $ 371.72
Fees Previously Paid 6 Equity Ordinary shares the underlying Rights, each Right entitles the holder thereof to one-tenth of one share of Class A ordinary shares Other 625,249 $ 10.13 $ 6,333,772.37 $ 874.69
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 272,881,672.37

$ 37,684.96

Total Fees Previously Paid:

$ 37,546.86

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 138.10

Offering Note

1

Represents 100,000 Class A Ordinary Shares issuable upon the consummation of the Business Combination pursuant to the Securities Purchase Agreement, dated as of April 30, 2026, by and among Goodvision AI Inc., Calisa Acquisition Corp. and the purchaser party thereto. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act based on the fixed purchase price of $10.00 per share provided in the Securities Purchase Agreement.

2

On March 6, 2026, Calisa Acquisition Corp, a Cayman Islands exempted company ("SPAC"), entered into a Business Combination Agreement (the "BCA") by and among (i) SPAC, (ii) Calisa Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of SPAC ("Merger Sub"), and (iii) Goodvision AI Inc., a Cayman Islands exempted company (the "Company," and collectively with SPAC and Merger Sub, the "Parties"). Pursuant to the BCA, subject to the satisfaction or waiver of certain conditions set forth therein, on the closing date, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of SPAC (the "Merger") (the transactions contemplated by the BCA, the "Business Combination").The BCA provides, among other things, that (i) each Company Share (other than any Company Shares held in treasury that are cancelled and extinguished and any Company Dissenting Shares) issued and outstanding as of immediately prior to the Effective Date shall be automatically cancelled and extinguished and converted into the right to receive a number of SPAC Shares equal to the Exchange Ratio, multiplied by the number of shares of Company Common Stock issuable upon such conversion (for an aggregate enterprise value of $180,000,000); (ii) each Company Share held immediately prior to the Effective Time by the Company as treasury stock shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto; and (iii) each share of the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into the right to receive a number of shares of Surviving PubCo Ordinary Shares equal to the Exchange Ratio (the "Per Share Merger Consideration"). The Exchange Ratio shall equal (i) 18,000,000 shares of Surviving PubCo Ordinary Shares divided by (ii) the number of Fully Diluted Shares (as defined in the BCA). Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock splits or similar transactions. Represents shares of Surviving Ordinary Shares issuable in exchange for all outstanding SPAC Ordinary Shares in connection with the Business Combination. Includes 6,000,000 Ordinary Shares held by the Public Shareholders (assuming no redemption). Pursuant to Rule 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is $10.13, based on the average of the high ($10.15) and low ($10.10) prices of SPAC Ordinary Shares on The Nasdaq Global Market (Nasdaq: ALIS) on June 16, 2026 (such date being within five business days of the date that the registration statement was filed with the SEC).

3

Represents shares of Surviving Ordinary Shares issuable in exchange for all outstanding SPAC Ordinary Shares in connection with the Business Combination. Includes an aggregate 2,175,000 founder shares held by Sponsor and EBC. Pursuant to Rule 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is $10.15, based on the average of the high ($10.15) and low ($10.15) prices of SPAC Ordinary Shares on The Nasdaq Global Market (Nasdaq: ALIS) on June 29, 2026 (such date being within five business days of the date that this registration statement was filed with the SEC).

4

Represents 18,000,000 shares of Surviving PubCo Ordinary Shares, the maximum number of Surviving PubCo Ordinary Shares that are expected to be issued as the Per Share Merger Consideration in connection with the Business Combination, to existing holders of Goodvision AI Inc. ("Goodvision") ordinary shares. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act. Goodvision is a private company, no market exists for its securities. Therefore, the proposed maximum aggregate offering price is based on the estimated value of the merger consideration to be issued in the Business Combination, calculated using the implied value of $10.00 per Surviving PubCo Ordinary Share.

5

Represents the number of shares of Surviving PubCo Ordinary Shares to be exchanged upon consummation of the Business Combination for the corresponding number of (i) 192,500 private placement units held by the Sponsor and (ii) 60,000 private placement units held by EBC that were sold in connection with the Registrant's initial public offering. Each unit may be redeemed for one share of PubCo Ordinary Shares and one right to receive one-tenth of one share of Surviving PubCo Ordinary Shares. Pursuant to Rule 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is $2,691,650.00, based on the average of the high ($10.80) and low ($10.51) prices of SPAC Units on The Nasdaq Global Market (Nasdaq: ALISU) on June 16, 2026 (such date being within five business days of the date that this registration statement was filed with the SEC).

6

Represents 600,000 public rights to receive one-tenth of one share of Ordinary Shares and 25,249 private rights to receive one-tenth of one share of Ordinary Shares to be issued upon consummation of the Business Combination. Pursuant to Rule 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is $6,333,772.37, based on the average of the high ($10.15) and low ($10.10) prices of SPAC Ordinary Shares underlying the Rights on The Nasdaq Global Market (Nasdaq: ALISR) on June 16, 2026 (such date being within five business days of the date that this registration statement was filed with the SEC).
Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date