Calisa Acquisition Corp signs definitive merger with Goodvision AI Inc.

Calisa Acquisition Corp

SPAC ALISU to acquire cloud/AI infrastructure provider Goodvision; fixed consideration 18M SPAC shares.
Up to 3.6M earnout shares: 1.8M if FY2026 revenue >$19.9M and VWAP ≥$12; 1.8M if FY2027 revenue >$106M and VWAP ≥$15.
$5M PIPE planned; expected Closing in H2 2026; termination date April 23, 2027 (extendable to Oct 2027).
Lock-up agreements for six months; support agreements from key shareholders of both companies.
Newbridge Securities fairness opinion: consideration fair to unaffiliated SPAC shareholders; Goodvision fair market value ≥80% of trust.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Calisa Acquisition Corp entered into Business Combination Agreement with Goodvision AI Inc. valued at Calisa Acquisition Corp (SPAC) will acquire Goodvision AI Inc. via merger; Goodvision shareholders r (effective 2026-03-06).

Action: entry
Agreement: merger
Counterparty: Goodvision AI Inc.
Value: Calisa Acquisition Corp (SPAC) will acquire Goodvision AI Inc. via merger; Goodvision shareholders r
Effective: 2026-03-06

Exact text from the filing

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 ”).

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Calisa Acquisition Corp filing history →

Source: SEC EDGAR

accession 0001493152-26-009317

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