Sec Form 3/A Filing - Gai Na @ Calisa Acquisition Corp - 2025-10-21

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gai Na
2. Issuer Name and Ticker or Trading Symbol
Calisa Acquisition Corp [ ALIS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairwoman of the Board
(Last) (First) (Middle)
C/O BOWEN ACQUISITION CORP, 420 LEXINGTON AVE, SUITE 2446
3. Date of Earliest Transaction (MM/DD/YY)
10/21/2025
(Street)
NEW YORK, NY10170
4. If Amendment, Date Original Filed (MM/DD/YY)
10/21/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 1,669,975 ( 1 ) I By Alisa Group Limited ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Rights ( 3 ) ( 3 ) ( 3 ) ( 3 ) Ordinary Shares 12,898 ( 3 ) I By Alisa Group Limited ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gai Na
C/O BOWEN ACQUISITION CORP
420 LEXINGTON AVE, SUITE 2446
NEW YORK, NY10170
X X Chairwoman of the Board
Alisa Group Ltd
C/O CALISA ACQUISITION CORP
205 W. 37TH STREET
NEW YORK, NY10018
X
Signatures
Na Gai 10/21/2025
Signature of Reporting Person Date
Alisa Group Ltd, by Na Gai, Director 10/21/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (i) 128,975 shares contained within units that Alisa Group Limited has irrevocably agreed to purchase at the closing of the Issuer's initial public offering (the "IPO") and (ii) 201,000 shares subject to forfeiture in the event the underwriters of the IPO do not exercise their overallotment option. Does not include an additional 9,194 shares contained within units that Alisa Group Limited has irrevocably agreed to purchase in connection with the IPO if and only if the underwriters of the IPO fully exercise their over-allotment option.
( 2 )Na Gai is the sole director and shareholder of Alisa Group Limited.
( 3 )Represents 128,975 rights contained within units that Alisa Group Limited has irrevocably agreed to purchase at the closing of the IPO. Does not include an additional 9,194 rights (representing 919 shares issuable upon conversion of such rights) contained within units that Alisa Group Limited has irrevocably agreed to purchase in connection with the IPO if and only if the underwriters of the IPO fully exercise their over-allotment option. Each right will convert automatically into 1/10 of one ordinary share at the closing of an initial business combination by the Issuer.

Remarks:
This form is being amended to include Alisa Group Ltd as a reporting person, which was mistakenly omitted from the original Form 3 filing. There is no change being reported in the securities that were originally reported in the Form 3 filing.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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