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) 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 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, 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.