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) has filed Amendment No. 3 to its Form S-4 for a proposed business combination with Goodvision AI Inc., after which ALIS will be renamed Goodvision AI Holding Limited and continue as the public company (“Surviving PubCo”). The registration covers up to 27,152,749 Surviving PubCo Ordinary Shares to be issued in the merger and related transactions.
Goodvision shareholders will receive 18,000,000 Surviving PubCo Ordinary Shares (16,500,000 Class A and 1,500,000 Class B), plus up to 3,600,000 Earnout Shares if earnout conditions are met. Additional shares will be issued for approximately $9.0 million of equity financing at $10.00 per share and for the conversion of about $2.83 million of Goodvision-related debt into 283,000 Class A shares. A $1.0 million convertible note bearing 6% interest may convert at $10.00 per share subject to post-lockup VWAP triggers.
The post-closing structure includes a dual-class share system where Class A carries one vote and Class B carries 40 votes. Entities controlled by CEO Yi Wang are expected to hold roughly 76.84%–82.55% of total voting power depending on SPAC redemptions, making Surviving PubCo a Nasdaq “controlled company” to be listed under the proposed symbol GVAI.
Calisa Acquisition Corp, a Cayman Islands special purpose acquisition company, reported net income of $372,357 for the quarter and $319,070 for the six months ended June 30, 2026, driven by $539,588 and $1,070,938 of interest on cash and investments held in its Trust Account, partly offset by $757,380 of formation and operating costs.
As of June 30, 2026, cash outside the Trust Account was $232,017, working capital was $202,177, and 6,000,000 public shares were redeemable at $10.25 per share from $61,500,162 in the trust. The company entered into a Business Combination Agreement with Goodvision AI Inc. for 18,000,000 shares plus up to 3,600,000 Earnout Shares based on revenue and share-price targets, and secured equity subscriptions for 100,000 and 800,000 Class A shares at $10.00 per share. Management disclosed substantial doubt about continuing as a going concern if no business combination is completed by April 23, 2027, and reported that disclosure controls and procedures were not effective due to material weaknesses in internal control.
Calisa Acquisition Corp describes new share subscription financing tied to its planned merger with Goodvision AI Inc. On July 31, 2026, it entered Subscription Agreements with three accredited investors, including sponsor Calisa Holding LP.
Immediately before and contingent upon closing of the merger, the company will issue 800,000 Class A ordinary shares at $10.00 per share, for aggregate gross proceeds of $8 million. The investors receive registration rights for these shares under registration rights agreements. The share issuance is an unregistered offering relying on Section 4(a)(2) of the Securities Act and Regulation S and/or Regulation D, and remains subject to consummation of the merger and other customary conditions.
Calisa Acquisition Corp reports that, in connection with its previously announced Business Combination Agreement with Goodvision AI Inc., it has entered into Subscription Agreements with three accredited investors, including sponsor Calisa Holding LP. Immediately prior to, and contingent upon, the consummation of the merger, Calisa will issue 800,000 Class A ordinary shares at $10.00 per share, for aggregate gross proceeds of $8 million.
Closing of these subscriptions is conditioned on the substantially concurrent completion of the merger and the accuracy of Calisa’s representations and warranties. Calisa and the investors also entered into registration rights agreements granting registration rights for the subscribed shares, which are being offered in reliance on exemptions under Section 4(a)(2), Regulation S and/or Regulation D of the Securities Act.
Calisa Acquisition Corp. describes its planned business combination with Goodvision AI Inc. under a previously signed Business Combination Agreement. Merger Sub will merge with and into Goodvision, which will survive as a wholly owned subsidiary of Calisa under Cayman Islands law.
The company is furnishing, under a non-filed information item, an investor presentation (Exhibit 99.1) to discuss the contemplated transactions with shareholders and potential investors. Extensive forward-looking statement and risk disclosures emphasize that the merger may not be completed, benefits may not be realized, and outcomes depend on shareholder approval, stock exchange listing standards, regulatory and market conditions, and other factors detailed in a Registration Statement and related Proxy Statement/Prospectus to be filed with the SEC.
Calisa Acquisition Corp, a Cayman Islands exempted company, describes a previously disclosed Business Combination Agreement dated March 6, 2026 with Goodvision AI Inc., under which a wholly owned merger subsidiary will merge into Goodvision, leaving Goodvision as a direct, wholly owned subsidiary.
The company is furnishing an investor presentation as Exhibit 99.1 to discuss the proposed merger and related transactions with shareholders and potential investors. Extensive forward-looking statements and risk disclosures emphasize that completion and benefits of the merger, shareholder redemptions, regulatory approvals, and post-closing performance are uncertain. A Registration Statement including a Proxy Statement/Prospectus has been filed, and shareholders are urged there to review it carefully when considering voting and investment decisions.
Calisa Acquisition Corp, a Cayman Islands-based blank check company, reports that on July 16, 2026, its proposed merger partner GoodVision AI Inc. issued a press release announcing the establishment of GoodVision’s first next-generation AI Factory in Japan. Calisa and GoodVision are party to a Business Combination Agreement covering a proposed transaction that would create a combined company, and extensive risk and “forward-looking statements” disclosures emphasize that the merger may not be completed and that actual results could differ materially from expectations. Investors are directed to review a Registration Statement that includes a Proxy Statement/Prospectus and other SEC filings for detailed information about GoodVision, Calisa, the proposed business combination, related risks, and the forthcoming shareholder vote.
Calisa Acquisition Corp reported that GoodVision AI, its proposed business combination partner, plans to develop a network of high-performance AI infrastructure in Japan through a strategic cooperation with AI Storm Co., Ltd. The flagship "AI Factory" in Fukushima targets an initial 2 MW liquid-cooled deployment, including 72 NVIDIA B300 servers and more than 500 GPUs, expected to be operational within three months.
The roadmap contemplates scaling to 20 MW of installed capacity in Japan within 12 months and a planned total of 100 MW within three years, supported by more than 50 reserved sites across Tokyo and surrounding areas. GoodVision has a Business Combination Agreement with Calisa Acquisition Corp, and the parties intend to consummate the transaction in the second half of 2026. The disclosure is furnished under a Regulation FD item, includes extensive forward-looking statement cautions, and directs investors to review a Registration Statement and proxy statement/prospectus when available.
Calisa Acquisition Corp ("ALIS") is registering up to 27,152,749 Surviving PubCo Ordinary Shares in connection with its proposed merger with Goodvision AI Inc., which will make Goodvision a wholly owned subsidiary of the renamed Goodvision AI Holding Limited. Goodvision shareholders are to receive 18,000,000 Surviving PubCo Ordinary Shares (16,500,000 Class A and 1,500,000 Class B), plus up to 3,600,000 additional Earnout Shares if specified performance conditions are met. SPAC shareholders will vote on approving the business combination, a name change, Nasdaq share issuance, new governing documents establishing a dual-class structure, and a 2026 equity incentive plan.
A separate subscription agreement provides for 100,000 Class A shares at $10.00 per share (about $1.0 million) and Goodvision has issued a $1.0 million 6% convertible note, both contingent on closing. Pro forma, Surviving PubCo expects SPAC public shareholders to own about 24.40% and Goodvision securityholders about 66.54% of ordinary shares, assuming no redemptions. Through high-vote Class B shares (40 votes per share), entities controlled by CEO Yi Wang are expected to hold 77.55%–82.54% of total voting power, qualifying Surviving PubCo as a controlled company under Nasdaq rules. The SPAC seeks to secure up to $5 million of additional private financing but currently has no firm commitments, and highlights regulatory risks linked to certain sponsors’ and officers’ ties to China despite having no PRC operations.
Calisa Acquisition Corp reports that GoodVision AI Inc., its proposed merger partner under an existing Business Combination Agreement, issued a press release on July 8, 2026 announcing that GoodVision joined the NVIDIA Connect program. The press release is furnished as Exhibit 99.1 under a Regulation FD disclosure item.
The report emphasizes that information about the proposed business combination and related forward-looking statements is subject to significant risks and uncertainties, and directs shareholders to review a Registration Statement containing a Proxy Statement/Prospectus filed with the SEC for details on the transaction and associated risk factors before making any voting or investment decisions.