false
0002026767
0002026767
2026-03-06
2026-03-06
0002026767
ALISU:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember
2026-03-06
2026-03-06
0002026767
ALISU:OrdinarySharesParValue0.000075PerShareMember
2026-03-06
2026-03-06
0002026767
ALISU:RightsEachEntitlingHolderToOneTenthOfOneOrdinaryShareUponCompletionOfCompanysInitialBusinessCombinationMember
2026-03-06
2026-03-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 6, 2026
CALISA
ACQUISITION CORP
(Exact
Name of Registrant as Specified in Charter)
| Cayman
Islands |
|
001-42910 |
|
00-0000000
N/A |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
205
W. 37th Street
New
York, NY 10018
(Address
of Principal Executive Offices) (Zip Code)
(203)
998-5540
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities
registered pursuant to section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Units,
each consisting of one ordinary share and one right |
|
ALISU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Ordinary
Shares, par value $0.000075 per share |
|
ALIS |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights,
each entitling the holder to one tenth of one ordinary share upon the completion of the Company’s initial business combination |
|
ALISR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
March 6, 2026 (the “Execution Date”), Calisa Acquisition Corp, a Cayman Islands exempted company (the “Company”),
entered into an Business Combination Agreement (the “BCA”) with Calisa Merger Sub, a Cayman Islands exempted company
and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Goodvision AI Inc., a Cayman Islands exempted
company (“Goodvision”). The Company, Merger Sub and Goodvision are sometimes referred to in this Current Report on
Form 8-K individually as a “Party” and collectively as the “Parties.” Capitalized terms used but
not otherwise defined in this Current Report on Form 8-K shall have the meanings ascribed to such terms in the BCA.
Pursuant
to the terms of the BCA, Merger Sub will merge with and into Goodvision (the “Merger”), with Goodvision surviving
the Merger as a direct, wholly owned subsidiary of the Company in accordance with the Companies Act (As Revised) of the Cayman Islands,
as amended (the “Companies Act”).
The
Merger and the other transactions contemplated by the BCA and the Ancillary Agreements (the “Transactions”) are expected
to be consummated in the second half of 2026, following receipt of the required approval by the Company’s and Goodvision’s
shareholders and the fulfilment of certain other conditions set forth in the BCA (the “Closing”) and described herein.
About
Goodvision
Goodvision
is a global cloud-computing and artificial intelligence (AI)-infrastructure solutions provider. Goodvision provides multi-cloud professional
services, cloud redistribution services, AI computing services, and hybrid cloud-edge infrastructure solutions to customers worldwide.
Goodvision’s customers include organizations in the gaming, video, cross-border e-commerce, and crypto-related technology sectors,
each of which requires flexible and scalable cloud infrastructure or AI capability to operate globally. Goodvision’s principal
operations are based in the United States, with additional locations in Japan, Berlin, Singapore, and other countries and regions in
Asia.
Structure
of the Transactions
At
the Effective Time, each ordinary share of Goodvision (“Goodvision Share”) (other than treasury shares and dissenting
shares) issued and outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”)
will be automatically canceled and extinguished and converted into the right to receive a number of ordinary shares of the Company (“SPAC
Shares”) equal to 18,000,000 divided by the number of fully diluted Goodvision Shares outstanding (the “Per Share
Merger Consideration”). In order to secure the indemnification obligations of Goodvision described below, an aggregate of 10%
of the aggregate SPAC Shares otherwise issuable as Per Share Merger Consideration (the “Escrow Shares”) will be deposited
in escrow.
In
addition, the Goodvision shareholders will be entitled to receive an additional 3,600,000 SPAC Shares (the “Earnout Shares”)
upon satisfaction of the following earnout conditions: (i) 1,800,000 Earnout Shares will be issued if (1) Goodvision achieves net revenue
for the fiscal year ended September 30, 2026 in excess of $19.9 million, and (2) the daily VWAP of the SPAC Shares is greater than or
equal to $12.00 per share for any 20 trading days within any 30 consecutive trading day period commencing after the six month anniversary
of the Closing and ending before the sixtieth day after the combined company files its annual report for the fiscal year ended September
30, 2027, and (ii) 1,800,000 Earnout Shares will be issued if (1) Goodvision achieves net revenue for the fiscal year ended September
30, 2027 in excess of $106.0 million, and (2) the daily VWAP of the SPAC Shares is greater than or equal to $15.00 per share for any
20 trading days within any 30 consecutive trading day period commencing after the six month anniversary of the Closing and ending before
the sixtieth day after the combined company files its annual report for such fiscal year.
Upon
the Closing of the Merger, Goodvision will become a wholly owned subsidiary of the Company, the Goodvision shareholders will become Company
shareholders, and the Company will become a holding company operating the business of Goodvision.
Board
of Directors Approval of Merger and Recommendations to Company Shareholders
The
Company’s Board of Directors has unanimously (i) determined that the transactions contemplated by the BCA and the Ancillary Agreements,
including the Merger (the “Transactions”), are advisable, fair to and in the best interests of the Company and its
shareholders, (ii) approved, adopted and declared advisable the BCA and the Transactions, (iii) directed that the BCA be submitted to
the Company’s shareholders for approval and adoption and (iv) recommended that the Company’s shareholders approve and adopt
the BCA.
In
connection with approving the BCA and the Transactions, the Company’s Board of Directors has obtained an opinion from Newbridge
Securities indicating that (i) the consideration to be paid by the Company in the Merger is fair, from a financial point of view, to
the Company’s unaffiliated shareholders and (ii) Goodvision has an aggregate fair market value of at least 80% of the value of
the funds held in the Company’s trust account established in connection with the Company’s initial public offering (excluding
any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of the signing of the BCA.
Representations
and Warranties
The
BCA contains representations and warranties of the Company relating to, among other things, organization and qualification; authorization;
consents and filings; brokers; information supplied; capitalization; reports filed with the Securities and Exchange Commission (“SEC”);
the Investment Company Act; the Company’s trust account; transactions with affiliates; litigation; compliance with laws; business
activities; internal controls, listing and financial statements; absence of undisclosed liabilities; benefit plans; tax matters; broker
dealer matters; payments, anti-money laundering and hedging; and international trade and anti-corruption.
The
BCA contains representations and warranties of Goodvision and its subsidiaries relating to, among other things, organization and qualification;
subsidiaries; capitalization; authorization; financial statements; governmental consents and filings; permits; material contracts; litigation;
absence of certain changes; compliance with laws; benefit plans; environmental matters; technology and intellectual property; labor matters;
insurance; tax matters; brokers’ fees; real and personal property; transactions with affiliates; privacy and data security; anti-money
laundering; international trade and anti-corruption; major customers and major suppliers; information supplied; corporate records; and
significant subsidiaries.
Covenants
The
BCA contains certain covenants and agreements of the parties that are customary for agreements of its type, including, among others,
providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing and to refrain from taking
certain specified actions, (ii) the parties to seek to enter into subscription agreements for a Financing of aggregate gross proceeds
of $5,000,000, (iii) the Company and Goodvision to furnish each other and their respective representatives reasonable access through
the Closing to their properties, appropriate officers and employees, books and records, (iv) until the termination or Closing, neither
party to solicit or accept offers or proposals regarding alternative transactions, (v) Goodvision to prepare and deliver to the Company
certain audited and unaudited consolidated financial statements of Goodvision, (vi) the Company and Goodvision to prepare and file, as
soon as possible, a registration statement on Form S-4 (the “Registration Statement”) which will include a proxy statement
to solicit approval of certain proposals regarding the Transactions by the Company’s shareholders and a prospectus covering the
issuance of the SPAC Shares to be issued in the Merger as Per Share Merger Consideration (the “Proxy Statement / Prospectus”);
(vii) the Company to take certain actions to obtain the requisite approval of the Company shareholders of the proposals included in the
Proxy Statement / Prospectus, (viii) the parties to use reasonable best efforts to consummate the Transactions and (ix) the Company to
adopt and approve an equity incentive plan that reserves 5% of the Company Ordinary Shares outstanding immediately after the Closing
for issuance pursuant to equity awards under such plan.
Indemnification
The
Goodvision shareholders will indemnify the combined company for any indemnification claims brought for breach of Goodvision’s representations
and warranties and covenants contained in the BCA. The Escrow Shares will be held in escrow for a period of 12 months from the Closing
(or, if later, 30 days after the first filing by the combined company of an annual report for a fiscal year that ended after the Closing)
as security for such indemnification obligations. All indemnification payments shall be made in Escrow Shares valued at the time of any
such payment, except that the Goodvision shareholders shall have the right to pay cash in lieu of shares. The indemnification will be
capped at the number of Escrow Shares. No claim may be made for indemnification for a loss that is less than $10,000 and no amount will
be payable until the aggregate amount of all indemnifiable losses exceed $100,000, in which event the indemnification shall be paid from
the first dollar.
Registration
Statement and Extraordinary General Meeting
In
connection with the Merger, the Company will prepare and file with the SEC (a) the Registration Statement containing the Proxy Statement
/ Prospectus to be delivered to the Company and Goodvision shareholders for (a) the purpose of soliciting proxies from the Company shareholders
to vote in favor of the adoption of the BCA and the approval of the Merger and such other matters as mutually agreed upon between the
Parties and (b) the offer and sale of the SPAC Shares to the Goodvision shareholders in the Merger.
Closing
Conditions
The
BCA is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Transactions
and related matters by the respective shareholders of the Company and Goodvision, (ii) effectiveness of the Registration Statement, (iii)
that there has been no “Material Adverse Effect” with respect to either the Company or Goodvision since the date of the BCA,
(iv) that the Financing shall have been consummated and (v) that the listing of the SPAC Shares upon completion of the Transactions shall
have been approved by NASDAQ.
Waivers
Either
the Company or Goodvision may waive any inaccuracies in the representations and warranties made to such Party contained in the BCA or
in any document delivered pursuant to the BCA and waive compliance with any agreements or conditions for the benefit of such Party contained
in the BCA or in any document delivered pursuant to the BCA.
Termination
The
BCA may be terminated under certain customary and limited circumstances at any time prior to the Closing, including (i) by the mutual
written consent of the Company and Goodvision, (ii) by the Company or Goodvision, if the Closing shall not have occurred on or before
April 23, 2027 (the “Termination Date”); provided, however, that if the SEC has not declared the Registration Statement effective
on or prior to April 23, 2027, the Termination Date shall be automatically extended to October 23, 2027, (iii) by the Company or Goodvision
if the other party breaches certain representations, warranties, or covenants specified in the BCA such that the closing conditions would
not be met, and that breach is unable to be cured, or is not cured, within 30 days or by the Termination Date, if earlier, (iv) by the
Company or Goodvision if the Company shareholder approval is not obtained, or (v) by the Company if Goodvision fails to deliver its shareholder
approval of the Transactions by a certain date described in the BCA.
The
foregoing description of the BCA is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit
2.1 hereto and is incorporated by reference herein.
Other
Agreements Entered into in Connection with the BCA
Lock-Up
Agreements
Prior
to the Closing Date, certain shareholders of the Company and Goodvision will enter into lock-up agreements with the Company (collectively,
the “Lock-Up Agreements”).
Pursuant
to the Lock-Up Agreements, the shareholders will agree not to transfer any shares of the Company held by such holders until six months
after the Closing (subject to certain exceptions).
Support
Agreements
Concurrently
with the execution of the BCA, certain of the Company’s shareholders entered into an agreement (the “Company Support Agreement”)
pursuant to which the shareholders agreed to vote or cause to be voted all SPAC Shares beneficially held by them (i) in favor of approval
of the adoption of the BCA, the approval of the Transactions, and each other proposal presented by the Company for approval by the Company’s
shareholders; and (ii) against (x) any proposal or offer from any other person (other than Goodvision or its affiliates) with respect
to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially
impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment
of the Company’s obligations under the BCA or change in any manner the voting rights of any class of shares of the Company (including
any amendments to the Company’s organizational documents other than in connection with the Transactions or in connection with any
extension of time for the Company to complete an initial business combination).
Concurrently
with the execution of the BCA, certain shareholders of Goodvision entered into an agreement (the “Goodvision Support Agreement”),
pursuant to which the shareholders agreed to vote or cause to be voted all Goodvision shares beneficially held by them (i) in favor of
all proposals necessary to effectuate the Transactions; and (ii) against (x) any proposal or offer from any other person (other than
the Company or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement
that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation
of the Transactions or the fulfillment of Goodvision’s obligations under the BCA or change in any manner the voting rights of any
class of shares of Goodvision (including any amendments to Goodvision’s organizational documents other than as contemplated by
the BCA).
The
foregoing descriptions of the Lock-Up Agreements, the Company Support Agreement and the Goodvision Support Agreement are qualified in
their entirety by reference to the full text of the forms of such agreements, which are attached as Exhibits 10.1, 10.2 and 10.3 hereto
and are incorporated by reference herein.
New
Registration Rights Agreement
On
or prior to the Closing Date, the parties will enter into a new registration rights agreement pursuant to which, among other things,
the Company will agree to file a registration statement for the resale of shares by the Company’s initial shareholders, certain
directors and officers of the Company and certain Goodvision shareholders on a continuous or delayed basis and to have such registration
statement declared effective no later than the end of the lock-up period described in the Lock-Up Agreements.
Item
7.01 Regulation FD Disclosure
Attached
as Exhibit 99.1 hereto is a press release issued by the Company and Goodvision announcing the execution of the BCA.
The
information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be
deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Cautionary
Note Regarding Forward Looking Statements
Neither
the Company, Goodvision nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness
of the information contained in this Current Report. This Current Report is not intended to be all-inclusive or to contain all the information
that a person may desire in considering the proposed Transactions discussed herein. It is not intended to form the basis of any investment
decision or any other decision in respect of the proposed Transactions.
This
Current Report and the exhibits filed or furnished herewith include certain “forward-looking statements” within the meaning
of the federal securities laws with respect to the proposed transaction between the Company and Goodvision, including statements regarding
the benefits of the Transaction, Goodvision’s or the Company’s expectations with respect to future performance, the addressable
market for Goodvision’s solutions and services, capitalization of Goodvision after giving effect to the Transaction, the percentage
of the Company’s shareholders’ ownership interest in the equity of the combined company following the closing of the Transaction,
the anticipated timing of the Transactions, the business of Goodvision and the markets in which it operates. The Company’s and
Goodvision’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely
on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the
words “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will
continue,” “will likely result,” “could,” “should,” “would,” “believe(s),”
“predicts,” “potential,” “continue,” “future,” “opportunity,” “strategy,”
and similar expressions are intended to identify such forward-looking statements.
Forward-looking
statements are their managements’ current predictions, projections and other statements about future events that are based on current
expectations and assumptions available to Goodvision and the Company, and, as a result, are subject to risks and uncertainties. Any such
expectations and assumptions, whether or not identified in this Current Report should be regarded as preliminary and for illustrative
purposes only and should not be relied upon as being necessarily indicative of future results. These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these
factors are outside the Company’s and Goodvision’s control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: the risk that the benefits of the Merger may not be realized; the risk that the Merger may not be completed
in a timely manner or at all, which may adversely affect the price of the Company’s securities; the amount of redemption requests
made by the Company’s public shareholders and the failure to satisfy the conditions to the consummation of the Merger, including
the failure of the Company’s shareholders to approve and adopt the Merger; the ability to meet stock exchange listing standards
following the consummation of the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination
of the BCA; the outcome of any legal proceedings that may be initiated following announcement of the Merger; the risk that the proposed
Transaction disrupts current plans and operations of Goodvision as a result of the announcement and consummation of the Merger; the ability
of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management
and key employees; costs related to the Merger; risks associated with changes in applicable laws or regulations applicable to Goodvision’s
operations; the possibility that the combined company may be adversely affected by other economic, geopolitical, business, and/or competitive
factors; negative perceptions or publicity of Goodvision; the impact of adverse public health developments; and other risks and uncertainties
that will be detailed in the Registration Statement and as indicated from time to time in the Company’s filings with the SEC. These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements.
The
Company and Goodvision caution that the foregoing list of factors is not exclusive. The Company and Goodvision caution readers not to
place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither the Company nor Goodvision undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Forward-looking
statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the Registration Statement to be filed by the Company with the SEC, and other
documents filed by the Company and/or Goodvision from time to time with the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and all forward-looking statements in this Current Report are qualified by these cautionary statements. Goodvision and the
Company assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, except to the extent required by applicable law. Neither Goodvision nor the Company gives any assurance
that either Goodvision or the Company will achieve its expectations. The inclusion of any statement in this Current Report does not constitute
an admission by Goodvision or the Company or any other person that the events or circumstances described in such statement are material.
Additional
Information and Where to Find It
In
connection with the proposed Transaction between Goodvision and the Company, the Company intends to file with the SEC the Registration
Statement which will include the Proxy Statement / Prospectus. After the registration statement is declared effective, the Company plans
to mail the definitive Proxy Statement / Prospectus to all the Company shareholders as of a record date to be established for voting
on the proposed transaction. The Company also will file other documents regarding the proposed transaction with the SEC. This Current
Report does not contain all the information that should be considered concerning the proposed Transactions and is not intended to form
the basis of any investment decision or any other decision in respect of the transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT / PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT GOODVISION, THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders will
be able to obtain free copies of the Proxy Statement / Prospectus (when available) and all other relevant documents filed with the SEC
by the Company through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain
free copies of the documents filed with the SEC by directing a written request to the Company at the address set forth above.
Participants
in the Solicitation
The
Company, Goodvision and certain of their respective directors, executive officers, and employees may be considered to be participants
in the solicitation of proxies from the Company’s shareholders in connection with the proposed Transaction. Information about the
Company’s directors and executive officers and their ownership of the Company’s securities is set forth in the Company’s
filings with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of the Company in connection with the proposed transaction, including a description of their respective
direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement / Prospectus described above
when it is filed with the SEC. Shareholders, potential investors and other interested persons should read the Proxy Statement / Prospectus
carefully when it becomes available before making any voting or investment decisions. Additional information regarding the Company’s
directors and executive officers can also be found in the Company final prospectus dated October 21, 2025. These documents are available
free of charge as described above.
No
Offer or Solicitation
This
Current Report shall not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the
proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, Goodvision
or the combined company resulting from the proposed transaction, nor shall there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under securities laws of such state
or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
This Current Report is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction in where
such distribution or use would be contrary to local law or regulation.
Item 9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 2.1* |
|
Business Combination Agreement |
| 10.1* |
|
Form of Support Agreement (Company Shareholders). |
| 10.2* |
|
Form of Support Agreement (Goodvision Shareholders). |
| 10.3 |
|
Form of Lock-Up Agreement. |
| 99.1 |
|
Joint Press release |
| 104 |
|
Cover Page Interactive Data File (embedded with the
Inline XBRL document) |
| * |
Certain
schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
|
| |
The
Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
March 9, 2026
| |
CALISA
ACQUISITION CORP |
| |
|
|
| |
By: |
/s/
Hongfei Zhang |
| |
Name: |
Hongfei
Zhang |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Calisa
Acquisition Corp Announces Entering into Merger Agreement with GoodVision AI Inc
New
York, NY, March 9, 2026 -- Calisa Acquisition Corp (NASDAQ: ALIS) (“ALIS”), a special purpose acquisition company, announced
the execution of a Business Combination Agreement (the “Merger Agreement”) with GoodVision AI Inc (“GoodVision AI”),
a global cloud-computing and AI-infrastructure solutions provider.
Pursuant
to the Merger Agreement, ALIS’s wholly owned subsidiary, Calisa Merger Sub, will merge with and into GoodVision AI, with GoodVision
AI surviving the merger and becoming a wholly-owned subsidiary of ALIS. The transaction provides for GoodVision AI’s stockholders
to receive ALIS ordinary shares valued at $180 million (the “Business Combination”). The transaction has been approved by
the boards of directors of both ALIS and GoodVision AI and is expected to be consummated in the second half of 2026, subject to regulatory
and shareholder approval by the shareholders of each of ALIS and GoodVision AI and the satisfaction of certain other customary closing
conditions. Upon the closing of the Business Combination, the combined company is expected to operate under the name GoodVision AI
Inc and remain a NASDAQ-listed public company trading under a new ticker symbol. GoodVision AI’s executive management team will
continue to lead the combined company.
GoodVision
AI, founded in 2019 by David Wang, former Senior Director at IBM, Senior Director of Solutions Architect of Amazon Web Services (“AWS”),
and Chief Architect of Tencent Cloud, is a global cloud-computing and artificial intelligence (AI)-infrastructure solutions provider.
GoodVision AI’s principal operations are based in the United States, with additional locations in Germany, Japan, Singapore,
and other countries and regions in Asia. GoodVision AI provides multi-cloud professional services, cloud redistribution services,
AI computing services, and hybrid cloud-edge infrastructure solutions to customers worldwide. GoodVision AI’s customers include
organizations in the gaming, video, cross-border e-commerce, and crypto-related technology sectors, each of which requires flexible and
scalable cloud infrastructure or AI capability to operate globally.
GoodVision AI initially built its business around
multi-cloud professional services, helping enterprise customers procure and manage cloud computing resources. In this phase, GoodVision
AI focused on redistributing cloud-service capacity obtained from major providers such as Google Cloud Platform, AWS, Alibaba Cloud,
and Tencent Cloud. Through partnerships or agency relationships with multiple global cloud providers, GoodVision AI was able to procure
cloud resources in bulk and provide customers with competitive pricing, cross-platform access, responsive technical support, and global
service delivery.
As global demand for AI computing accelerated,
GoodVision AI began evolving beyond traditional cloud-service. The company initiated a strategic transition toward becoming an AI-focused
hybrid cloud and edge-computing platform. As part of this shift, the Company developed the GoodVision AI Scheduling Platform, a system
designed to route and optimize AI inference workloads across multiple large language models (LLMs), computing layers, and edge devices.
The platform integrates both closed-source and open-source models and aims to reduce customer costs, improve latency, and address data-privacy
requirements.
To support this transformation, GoodVision AI
also plans to expand its computing infrastructure. This includes developing additional data-center capacity and deploying GPU-based inference
clusters and edge nodes. The company intends to pursue these efforts partly through strategic collaborations, including its partnership
with EdgeAI, a distributed edge-computing provider.
Over the long term, GoodVision AI’s objective
is to build a global AI computing distribution network that integrates hybrid cloud resources, edge devices, and a multi-model routing
engine, enabling customers to deploy AI capabilities efficiently and cost-effectively across different regions.
David
Wang, CEO of GoodVision AI, commented, “On behalf of the entire team, we are thrilled to announce this merger. The AI market is
undergoing rapid growth, and we see immense opportunity to capitalize on this momentum. Accessing the public market provides the strategic
capital necessary to accelerate the development of our AI-inference platform and significantly expand our footprint in cloud computing.
We are excited to partner with ALIS and Hongfei’s team, whose shared vision will help us achieve these ambitious goals and deliver
greater value to our customers and shareholders.”
Hongfei
Zhang, Chief Executive Officer of ALIS, commented, “We’re very excited to announce the proposed merger with GoodVision AI.
Our extensive search and thorough evaluation of numerous potential business combination partners led us to GoodVision AI, which our management
team believes offers the most compelling opportunity to deliver shareholder value. We believe this business combination will provide
ALIS investors with an equity stake in a pioneering cloud-computing and AI company, which is poised to benefit from the fast growing
world-wide market of cloud-computing and AI infrastructure solutions. We endorse GoodVision AI’s vision and are committed to supporting
its goal to enable Vision AI across all relevant environments and situations.”
The
description of the Merger Agreement and the Business Combination contained herein is only a summary and is qualified in its entirety
by reference to the Merger Agreement. For additional information, see ALIS’s Current Report on Form 8-K, which will be filed promptly
and can be obtained at the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.
Advisors
Graubard
Miller is serving as U.S. legal advisor to ALIS. VCL Law LLP is serving as legal advisor to GoodVision AI Inc. EarlyBirdCapital Inc.
is serving as financial advisor to ALIS.
About
GoodVision AI Inc
GoodVision
AI, founded in 2019, is a global cloud-computing and AI-infrastructure solutions provider. GoodVision AI provides multi-cloud
professional services, cloud redistribution services, AI computing services, and hybrid cloud-edge infrastructure solutions to customers
worldwide.
About
Calisa Acquisition Corp
Calisa
Acquisition Corp is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses. While the Company will not be limited to a particular
industry or geographic region in its identification and acquisition of a target company.
Cautionary
Note Regarding Forward Looking Statements
Neither
ALIS, GoodVision AI nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of
the information contained in this press release. This press release is not intended to be all-inclusive or to contain all the information
that a person may desire in considering the proposed Business Combination discussed herein. It is not intended to form the basis of any
investment decision or any other decision in respect of the proposed Business Combination.
This
press release includes certain “forward-looking statements” within the meaning of the federal securities laws with respect
to the proposed Business Combination between ALIS and GoodVision AI, including statements regarding the benefits of the Business Combination,
GoodVision AI’s or ALIS’ expectations with respect to future performance, the addressable market for GoodVision AI’s
solutions and services, capitalization of GoodVision AI after giving effect to the Business Combination, the anticipated timing of the
Business Combination and the business of GoodVision AI and the markets in which it operates. ALIS’ and GoodVision AI’s actual
results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. These forward-looking statements generally are identified by the words “aspire,”
“expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “will be,” “will continue,”
“will likely result,” “could,” “should,” “would,” “believe(s),” “predicts,”
“potential,” “continue,” “future,” “opportunity,” “strategy,” and similar
expressions are intended to identify such forward-looking statements.
Forward-looking
statements are their managements’ current predictions, projections and other statements about future events that are based on current
expectations and assumptions available to GoodVision AI and ALIS, and, as a result, are subject to risks and uncertainties. Any such
expectations and assumptions, whether or not identified in this press release should be regarded as preliminary and for illustrative
purposes only and should not be relied upon as being necessarily indicative of future results. These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these
factors are outside ALIS’ and GoodVision AI’s control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: the risk that the benefits of the Business Combination may not be realized; the risk that the Business
Combination may not be completed in a timely manner or at all, which may adversely affect the price of ALIS’ securities; the amount
of redemption requests made by ALIS’ public shareholders and the failure to satisfy the conditions to the consummation of the Business
Combination, including the failure of ALIS’ shareholders to approve and adopt the Merger Agreement and the Business Combination;
the ability to meet stock exchange listing standards following the consummation of the Business Combination; the occurrence of any event,
change or other circumstance that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that
may be initiated following announcement of the Business Combination; the risk that the proposed Business Combination disrupts current
plans and operations of GoodVision AI as a result of the announcement and consummation of the Business Combination; the ability of the
combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management
and key employees; costs related to the Business Combination; risks associated with changes in applicable laws or regulations applicable
to GoodVision AI’s operations; the possibility that the combined company may be adversely affected by other economic, geopolitical,
business, and/or competitive factors; negative perceptions or publicity of GoodVision AI; and other risks and uncertainties that will
be detailed in the registration statement on Form S-4 (“Registration Statement”) to be prepared by ALIS and GoodVision AI
and as indicated from time to time in ALIS’ filings with the SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
ALIS
and GoodVision AI caution that the foregoing list of factors is not exclusive. ALIS and GoodVision AI caution readers not to place undue
reliance upon any forward-looking statements, which speak only as of the date made. Neither ALIS nor GoodVision AI undertake or accept
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in
its expectations or any change in events, conditions or circumstances on which any such statement is based.
Forward-looking
statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the Registration Statement to be filed by ALIS with the SEC, and other documents
filed by ALIS and/or GoodVision AI from time to time with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
all forward-looking statements in this press release are qualified by these cautionary statements. GoodVision AI and ALIS assume no obligation
and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise,
except to the extent required by applicable law. Neither GoodVision AI nor ALIS give any assurance that either GoodVision AI or ALIS
will achieve its expectations. The inclusion of any statement in this press release does not constitute an admission by GoodVision AI
or ALIS or any other person that the events or circumstances described in such statement are material.
Additional
Information about the Business Combination and Where to Find It
In
connection with the proposed Business Combination between ALIS and GoodVision AI, ALIS intends to file with the SEC the Registration
Statement which will include a proxy statement and prospectus (“Proxy Statement/Prospectus”) to be used in connection with
the Business Combination. After the Registration Statement is declared effective, the Company plans to mail the definitive Proxy Statement/Prospectus
to all ALIS shareholders as of a record date to be established for voting on the proposed transaction. ALIS also will file other documents
regarding the proposed transaction with the SEC. This press release does not contain all the information that should be considered concerning
the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of
the transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS OF ALIS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ALIS, GOODVISION AI, THE PROPOSED BUSINESS
COMBINATION AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the Proxy Statement/Prospectus (when
available) and all other relevant documents filed with the SEC by ALIS through the website maintained by the SEC at www.sec.gov. In addition,
investors and securityholders will be able to obtain free copies of the documents filed with the SEC by directing a written request to
ALIS at 205 W. 37th Street, New York, New York 10018.
Participants
in the Solicitation
ALIS,
GoodVision AI and certain of their respective directors, executive officers, and employees may be considered to be participants in the
solicitation of proxies from ALIS’ shareholders in connection with the proposed Business Combination. Information about ALIS’
directors and executive officers and their ownership of ALIS’ securities is set forth in the Company’s filings with the SEC.
Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders
of ALIS in connection with the proposed transaction, including a description of their respective direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement/Prospectus when it is filed with the SEC. Shareholders, potential investors
and other interested persons should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting
or investment decisions. Additional information regarding ALIS’ directors and executive officers can also be found in ALIS’
final prospectus dated October 21, 2025. These documents are available free of charge as described above.
No
Offer or Solicitation
This
press release shall not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the
proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ALIS, GoodVision
AI or the combined company resulting from the proposed transaction, nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under securities laws
of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act. This press release is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction in where
such distribution or use would be contrary to local law or regulation.
For
investor and media inquiries, please contact:
Investor Relations
ir@calisaspac.com
