Calisa Acquisition Corp filings document the reporting profile of a SPAC issuer, including material-event reports, security-structure disclosures, governance matters, shareholder voting topics, and capital-structure updates. The company's public-company records describe its Cayman Islands organization, blank-check purpose, Nasdaq-listed ordinary shares, rights and unit structure, and disclosures associated with an initial business combination.
Form 8-K disclosures also cover material agreements, operating and financial results, risk factors, and listing-compliance matters, including Nasdaq continued-listing standards for the company's ordinary shares. These filings frame ALIS as a blank-check issuer whose formal disclosures center on its securities, governance, public listing status, and business-combination process.
Calisa Acquisition Corp (ALIS) amended and restated its prepaid forward purchase agreement with Goodvision AI Inc. and the funds, accounts and/or other investment vehicles managed by Harraden Circle Investments, LLC, in connection with the proposed business combination. Subject to the agreement’s terms, the purchaser will buy from Calisa ordinary-share holders up to 3,000,000 ordinary shares at a price no greater than the redemption price payable to redeeming public shareholders, approximately $10.31 per share. At closing, 50,000 shares are deemed Commitment Shares, excluded from Forward Purchase Shares and free of obligations under the agreement.
Calisa will cause the purchaser to be paid directly from trust-account funds disbursed for the business combination by the earlier of 1 business day after closing and the date those assets are disbursed. The Prepayment Amount equals the combined number of Forward Purchase Shares and Commitment Shares multiplied by the Redemption Price; Calisa will also reimburse expenses incurred for the agreement and share purchase. At 15 months after closing, or an earlier date specified by the Seller, unsold Forward Purchase Shares and Commitment Shares are returned to Calisa, while the purchaser retains remaining amounts for Forward Purchase Shares, less amounts owing to Calisa from earlier sales.
Calisa Acquisition Corp (ALIS) shareholders approved the business combination with Goodvision AI Inc. Under the agreement, Calisa Merger Sub will merge into Goodvision, which will survive as a direct, wholly owned subsidiary of Calisa. Shareholders also approved changing the company’s name to Goodvision AI Holding Limited; the change is to take effect upon filing and is expected to occur simultaneously with consummation of the merger.
At the October 8, 2026 meeting, 7,099,373 ordinary shares were represented, constituting a quorum based on shares entitled to vote as of September 4, 2026. The Business Combination Proposal received 5,903,693 votes for, 174,200 against and 1,021,480 broker non-votes. Shareholders also approved the Nasdaq share-issuance proposal, reclassification of authorized capital into 266,666,666 Class A and 2,666,666 Class B ordinary shares, and the 2026 Equity Incentive Plan, effective upon consummation. No adjournment vote was held. Calisa is continuing to satisfy the remaining closing conditions and intends to consummate the merger as soon as practicable.
Calisa Acquisition Corp (ALIS) said Goodvision AI Inc. issued a press release on October 5, 2026, concerning two collaboration agreements. An investor presentation about Goodvision and the proposed transaction may also be used in investor discussions. Under a March 6, 2026 business combination agreement, Calisa’s wholly owned merger subsidiary is to merge with and into Goodvision, which would survive as Calisa’s wholly owned subsidiary. The SEC declared the transaction’s Form S-4 registration statement effective on September 11, 2026, and Calisa filed the definitive proxy statement/prospectus.
Calisa Acquisition Corp (ALIS) furnished GoodVision AI's announcement of collaboration agreements with Tokenomics Digital Tech Corp. (TDTC) and HOP Global Service Inc. for U.S. AI-inference infrastructure. TDTC's Texas project is being developed around 2.4 MW of confirmed power capacity, with equipment expected at approximately 2 MW of IT load; GoodVision is expected to provide computing technologies while TDTC would lead site development. The current plan expects the project to scale to up to 15 MW within one year.
HOP Global's Texas pilot seeks smaller inference clusters using 400G networking. GoodVision is evaluating a potential 100-node deployment over time; each standardized node requires approximately 0.05 MW, representing approximately 5 MW of computing capacity. GoodVision estimates annual revenue potential of approximately US$210 million for TDTC if the full 15 MW is deployed and commercially operational, and approximately US$36 million for HOP if all 100 nodes are deployed and placed into commercial operation. It says these are preliminary internal assumptions, not financial guidance, backlog, bookings or assurances of future revenue. The agreements do not require either party to enter specific transactions; definitive agreements may never be entered into, and no business opportunity or revenue is guaranteed. The parties intend to consummate the proposed business combination in the second half of 2026.
Calisa Acquisition Corp (ALIS) entered into a Prepaid Forward Purchase Agreement on September 15, 2026 with Goodvision AI Inc. and investment vehicles managed by Harraden Circle Investments, LLC. The Purchaser may buy up to 3,000,000 ordinary shares from Calisa shareholders at a price per share no greater than the business combination redemption price.
Calisa states the agreement is intended to potentially maximize funds retained after completing its business combination with Goodvision. At closing, Calisa will pay the Purchaser a prepayment amount equal to the number of purchased shares multiplied by the redemption price (about $10.31 per public share based on cash in trust as of August 31, 2026), and will reimburse related expenses. Any purchased shares not sold by the Purchaser by 12 months after closing will be returned to Calisa, while the Purchaser retains sale proceeds, subject to paying a Reset Price if it terminates early.
Calisa Acquisition Corp (ALIS) entered into a Prepaid Forward Purchase Agreement on September 15, 2026 with Goodvision AI Inc. and investment vehicles managed by Harraden Circle Investments, LLC to support its proposed business combination with Goodvision. The Purchaser may buy up to 3,000,000 ordinary shares from existing holders at prices no greater than the shareholder redemption price. The company reports that cash held in its trust account was approximately $10.31 per public share as of August 31, 2026. At or shortly after closing of the business combination, the Purchaser is to receive a cash Prepayment Amount equal to the number of forward purchase shares multiplied by the redemption price, paid from funds disbursed from the trust, and will be reimbursed for related expenses. Twelve months after closing, any remaining forward purchase shares are to be returned to Calisa, while remaining amounts in respect of those shares are retained by the Purchaser, subject to payments owed to Calisa and an adjustable reset price mechanism.
Calisa Acquisition Corp (ALIS) is soliciting shareholder approval for its business combination with Goodvision AI Inc., after which Calisa will be renamed Goodvision AI Holding Limited and its ordinary shares will trade on Nasdaq under the symbol “GVAI.” The transaction is structured as a merger of Calisa Merger Sub into Goodvision, making Goodvision a wholly owned subsidiary.
The registration covers up to 27,152,749 Surviving PubCo Ordinary Shares in connection with the deal, including 18,000,000 shares issued as exchange consideration and potential 3,600,000 Earnout Shares. Financing arrangements include 900,000 shares for $9.0 million of equity and 283,000 shares for conversion of about $2.83 million of debt. Assuming no redemptions, Goodvision holders are expected to own about 63.75% of the post‑closing equity, while entities controlled by CEO Yi Wang will hold up to 76.84% of the voting power through a dual‑class structure where Class B shares carry 40 votes each.
Calisa Acquisition Corp (ALIS) filed Amendment No. 5 to its Form S-4 to register shares of the post-merger entity, Goodvision AI Holding Limited, in connection with its proposed business combination with Goodvision AI Inc. Surviving PubCo is offering up to 27,152,749 ordinary shares as merger consideration and related issuances, assuming no redemptions by public shareholders.
The deal values Goodvision’s equity at 18,000,000 Surviving PubCo shares plus up to 3,600,000 earnout shares, with additional shares issued for PIPE financing and debt conversion at $10.00 per share. Pro forma, Goodvision holders would own about 63.75% of ordinary shares, while ALIS public holders would own about 23.37% if no redemptions occur.
The structure includes a dual-class system where Class B shares carry 40 votes per share, giving entities controlled by CEO Yi Wang approximately 76.84%–82.55% of voting power depending on redemptions, qualifying Surviving PubCo as a Nasdaq “controlled company.” ALIS shareholders will vote on the business combination, name change to Goodvision AI Holding Limited, Nasdaq share-issuance approval, new governing documents, a 2026 equity incentive plan, and a possible meeting adjournment, and may redeem public shares for cash at an estimated $10.31 per share.
Calisa Acquisition Corp (ALIS) has filed Amendment No. 4 to its Form S-4 for a proposed business combination with Goodvision AI Inc. Surviving PubCo is offering up to 27,152,749 Surviving PubCo Ordinary Shares in the Business Combination, assuming no redemptions by public shareholders.
Goodvision shareholders will receive 18,000,000 shares (16,500,000 Class A and 1,500,000 Class B) plus up to 3,600,000 Earnout Shares if performance conditions are met. Additional equity financing and debt conversions total about $11.83 million, tied to 1,183,000 Class A shares at $10.00 per share.
Post-closing, Goodvision holders are expected to own about 63.75% of ordinary shares, SPAC public holders 23.37%, sponsors and related parties 7.83%, EBC 0.85%, financing investors 3.19%, and debt-conversion holders 1.00%, assuming no redemptions. A dual-class structure (Class B with 40 votes per share) will give entities controlled by CEO Yi Wang 76.84%–82.55% of voting power, qualifying Surviving PubCo as a Nasdaq “controlled company.”