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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, 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 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, 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, 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 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 agreed to merge with Goodvision AI Inc., a global cloud-computing and AI-infrastructure provider. Goodvision shareholders will receive 18,000,000 Calisa ordinary shares, with 10% held as escrow shares to secure indemnification obligations, and may earn up to an additional 3,600,000 earnout shares tied to performance.
Earnout shares are split equally between two targets: net revenue above $19.9M for the fiscal year ended September 30, 2026 with a $12.00 share-price trigger, and net revenue above $106.0M for the fiscal year ended September 30, 2027 with a $15.00 share-price trigger. The parties plan a $5,000,000 financing, will file a Form S-4 to seek shareholder approvals, and expect closing in the second half of 2026 subject to customary conditions and Nasdaq listing approval.