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, a SPAC listed on Nasdaq, reported that its proposed merger partner GoodVision AI Inc. has joined the NVIDIA Connect program. This gives GoodVision AI access to NVIDIA compute platforms, software and technical resources to refine its AI inference platform, particularly its Smart Routing Engine and deployment of immersion-cooled AI Factories.
GoodVision AI states that in its own deployments, the Smart Routing Engine has reduced AI inference costs by roughly 60%, cut network latency by about 50%, and improved gross margin on the related business by around 50%. The disclosure reiterates that the Calisa–GoodVision business combination remains subject to completion of a Registration Statement on Form S-4, shareholder approvals, and other customary conditions, and includes extensive forward‑looking statement and no‑offer disclaimers.
Calisa Acquisition Corp (ALIS) seeks shareholder approval to complete a business combination with Goodvision AI Inc., effect a name change to Goodvision AI Holding Limited, and adopt new governance and equity arrangements. The proposed transaction would issue 18,000,000 Surviving PubCo Ordinary Shares as Exchange Share Consideration and up to 3,600,000 additional Earnout Shares upon earnout conditions, and contemplates offering up to 27,152,749 Surviving PubCo Ordinary Shares assuming no redemptions.
The merger structure calls for Merger Sub to merge into Goodvision at the Effective Time, making Goodvision a wholly owned subsidiary of the combined company. The parties intend $1.0 million of committed private subscription (100,000 Class A shares at $10.00 each) and a $1.0 million convertible promissory note carrying 6% interest convertible at $10.00 per share subject to VWAP conversion conditions. Post-closing pro forma ownership examples show Goodvision securityholders controlling the majority of economic interest and certain founder-related entities controlling a supermajority of voting power.
Calisa Acquisition Corp ("ALIS") is proposing a business combination with Goodvision AI Inc. The transaction would issue Exchange Share Consideration of 18,000,000 Surviving PubCo Ordinary Shares plus up to 3,600,000 Earnout Shares upon earnout satisfaction. Surviving PubCo would offer up to 27,152,749 Ordinary Shares assuming no redemptions.
The parties intend to obtain $5 million of financing but have no commitments. Contingent private financings described include a 100,000-share Subscription at $10.00 per share (~$1,000,000) and a $1,000,000 convertible note at 6% interest. Upon closing, entities controlled by the CEO will hold majority voting control (approx. 77.55% voting power assuming no redemptions).
Calisa Acquisition Corp, a blank check company, reported a modest net loss of $53,287 for the quarter ended March 31, 2026. The loss was driven by $588,017 of formation and operating costs, partly offset by $534,730 of interest earned on the $60,960,574 held in its Trust Account.
Cash outside the Trust Account was $259,885, available to fund operating needs while Calisa pursues its initial business combination. Management disclosed that mandatory liquidation by April 23, 2027 if no deal is completed raises substantial doubt about the company’s ability to continue as a going concern.
On March 6, 2026, Calisa entered into a Business Combination Agreement with Goodvision AI Inc. Under this deal, Goodvision shareholders will receive 18,000,000 Calisa ordinary shares in total (allocated on a fully diluted basis), plus up to 3,600,000 additional earnout shares tied to ambitious revenue targets and future share price performance.
Barclays PLC reports beneficial ownership of 629,321 shares (7.46%) of Calisa Acquisition Corp common stock. The filing lists 283,449 shares as sole voting and dispositive power and 345,872 as shared voting and dispositive power. The schedule is signed by a director on 05/14/2026.
Calisa Acquisition Corp agreed to a $1.0 million private subscription to fund its planned merger with Goodvision AI. On April 30, 2026 the company entered a Subscription Agreement to issue 100,000 Class A ordinary shares at $10.00 per share to an accredited investor; closing is contingent upon the substantially concurrent consummation of the Merger and accuracy of Goodvision's representations. The investor will receive registration rights under a Registration Rights Agreement.
Calisa Acquisition Corp entered a Subscription Agreement with an accredited investor tied to its planned merger with Goodvision AI Inc. Immediately before and contingent on closing the merger, Calisa will issue 100,000 Class A ordinary shares at $10.00 per share for $1 million in gross proceeds.
The investor receives registration rights for these shares under a separate registration rights agreement. The issuance relies on private-offering exemptions under Section 4(a)(2) and Regulation S and/or Regulation D of the Securities Act and will close only if the business combination is completed and specified conditions are satisfied.
Calisa Acquisition Corp reported receiving a Nasdaq notice on April 30, 2026 stating it is not in compliance with Nasdaq Listing Rule 5450(a)(2), the Minimum Total Holders Rule requiring at least 400 total holders of its ordinary shares for continued listing.
The company must submit a plan to regain compliance to Nasdaq by June 15, 2026. If Nasdaq accepts this plan, Calisa may receive up to 180 calendar days from the notice date to demonstrate compliance. If the plan is not accepted, the company can appeal to a Nasdaq Hearings Panel, and it intends to submit a plan by the stated deadline.
Calisa Acquisition Corp files its annual report outlining its structure as a Cayman Islands SPAC focused on completing an initial business combination, primarily targeting businesses in Asia. The company completed an IPO of 6,000,000 units at $10.00 each, plus a private placement of 252,500 units at $10.00, and placed $60,000,000 into a U.S. trust account.
Founders initially received 2,300,000 founder shares after a forward split, of which 300,000 were later forfeited when underwriters did not exercise their over‑allotment option. As of March 25, 2026, 8,427,500 ordinary shares were issued and outstanding.
The report describes shareholder redemption mechanics, the April 23, 2027 deadline to complete a business combination, and extensive risk factors, including going concern uncertainty, intense competition among SPACs, complex PRC‑related regulatory risks, and potential excise tax exposure if the structure changes.
Calisa Acquisition Corp entered into a Business Combination Agreement to merge its wholly owned Merger Sub into Goodvision AI Inc., under which Goodvision will become a wholly owned subsidiary and its shareholders will receive SPAC shares as merger consideration. The Per Share Merger Consideration equals 18,000,000 divided by the number of fully diluted Goodvision shares outstanding. An aggregate of 10% of those SPAC Shares will be held as Escrow Shares for indemnity for 12 months (with limited claim thresholds and caps). The deal includes 3,600,000 Earnout Shares payable on revenue and market-price milestones: 1,800,000 shares if Goodvision posts net revenue > $19.9 million for fiscal year ended September 30, 2026 and the SPAC VWAP ≥ $12.00 for 20 of 30 trading days (within a defined post-closing window); and 1,800,000 shares for net revenue > $106.0 million for fiscal year ended September 30, 2027 and SPAC VWAP ≥ $15.00 on a similar trading-day test. The Parties expect closing in the second half of 2026, subject to shareholder approvals, effectiveness of the Registration Statement (Form S-4), completion of a $5,000,000 financing subscription effort, and NASDAQ listing approval. The agreement includes customary representations, covenants, termination rights (including a Termination Date of April 23, 2027, extendable to October 23, 2027 under a specified SEC-filing condition), lock-ups, support agreements, and a post-closing equity incentive plan reserve of 5% of outstanding Company ordinary shares.