Calisa Acquisition Corp

The registrant characterizes statements regarding future performance, addressable market sizing, post-closing capitalization, and estimated shareholder ownership percentages as forward-looking predictions generated by Calisa and Goodvision management, explicitly warning they are preliminary, illustrative, and subject to material execution risks. The filing attributes specific downside scenarios to management disclosures, including that high redemption request volumes could fail to satisfy closing conditions, that listing standard compliance remains uncertain, that legal proceedings may emerge post-announcement, and that key employee or customer retention is not guaranteed. Because all quantitative targets, technology differentiation, partnership terms, and revenue projections are contained exclusively within the attached Exhibit 99.1 graphics (which lack readable text in this submission), this 425 filing functions primarily as a regulatory conduit advancing the solicitation calendar rather than delivering new fundamental data. Investors relying on the stated $10.25 trust baseline and April 23, 2027 deadline should monitor the forthcoming Proxy Statement/Prospectus for updated redemption mechanics, financing contingencies, and detailed business assumptions before exercising conversion or voting rights.

While mechanically dormant, this filing materially updates the commercial and technical trajectory of GoodVision AI, providing investors with specific execution benchmarks ahead of the proxy statement. According to the press release, GoodVision and Japan-based IT consulting firm AI Storm Co., Ltd. (Tokyo Stock Exchange: 3719) signed a strategic cooperation agreement to build Japan’s first next-generation AI Factory. The initial phase features a 2-megawatt liquid-cooled deployment housing a cluster of 72 NVIDIA B300 servers with more than 500 GPUs, targeting completion within three months. GoodVision projects a phased scaling roadmap: 20 MW of installed capacity within 12 months, expanding to 100 MW within three years, subject to customer demand, power availability, procurement, financing, and regulatory approvals. The partners have secured more than fifty (50) potential sites across Tokyo and surrounding areas to reduce latency and secure power-ready real estate. CEO David Wang stated the facility will support 'recurring, infrastructure-based revenue over time' and address 'rising enterprise demand for dedicated AI inference capacity,' leveraging GoodVision’s containerized architecture and Smart Routing Engine software. These details offer concrete milestones to gauge execution risk and post-merger capital efficiency, though heavy reliance on forward-looking projections underscores the need to review the forthcoming Registration Statement and Proxy Statement / Prospectus for full risk disclosures.

The submission preserves the existing redemption calendar while advancing deal visibility through the target’s commercial roadmap rather than structural modifications. Per the press release, GoodVision AI and AI Storm Co., Ltd. (Tokyo Stock Exchange: 3719) executed a strategic cooperation agreement to develop a flagship AI Factory in Fukushima, beginning with a 2-megawatt liquid-cooled deployment supporting 72 NVIDIA B300 servers and more than 500 GPUs slated for operational readiness within three months. GoodVision projects scaling to 20 megawatts of installed capacity across Japan within 12 months and expanding to 100 megawatts within three years, expressly noting these milestones depend on customer demand, power availability, equipment procurement, financing, and regulatory approvals. The parties report securing and reserving more than fifty potential sites across Tokyo and surrounding municipalities. GoodVision AI CEO David Wang stated the arrangement positions the firm to meet enterprise inference demand and expects the Fukushima site to anchor future growth and drive recurring, infrastructure-based revenue. The 8-K reiterates standard risk disclosures warning that actual results may differ due to factors including redemption volume, Merger approval failure, stock exchange listing standards, and potential operational disruption, and directs shareholders to defer investment or voting decisions until the definitive Proxy Statement / Prospectus becomes available.

The document provides explicit redemption procedures and a stated $10.16 per-share trust value, enabling shareholders to weigh the April 23, 2027 liquidation right against expected public trading prices. The filing attributes approximately 77.55% of pre-redemption voting power and 82.54% of post-maximum-redemption voting power to CEO Yi Wang via a dual-class structure, which the text notes will qualify Surviving PubCo as a controlled company exempt from certain Nasdaq independence rules. Management projections set earnings thresholds of $19.9 million for fiscal year 2026 and $106.0 million for fiscal year 2027 to unlock earnout tranches, while disclosure sections report that two customers generated 89.7% of revenue for the six months ended March 31, 2026 and three vendors supplied 91.7% of cost of revenue (with Tencent Cloud alone accounting for 59.8%), underscoring concentration and execution dependencies that directly impact post-combination liquidity and valuation stability.

The submission confirms procedural momentum toward the shareholder vote and proxy distribution while reinforcing target company product capabilities ahead of valuation. Although redemption deadlines, trust composition, and sponsor behavior remain static, the disclosed engineering partnerships and self-reported efficiency gains supply prospective investors with operational benchmarks to weigh against execution and regulatory risks before voting or redeeming.

These updates directly recalibrate redemption economics and post-deal liquidity parameters for public shareholders, as the per-share trust distribution has increased to approximately $10.16 and the company documents $2,000,000 in concurrent private capital commitments that alter the surviving entity’s working capital runway. The explicitly codified earnout triggers—requiring net revenue exceeding $19.9 million for the fiscal year ending September 30, 2026 paired with a $12.00 per share daily VWAP condition, and exceeding $106.0 million for the fiscal year ending September 30, 2027 paired with a $15.00 per share daily VWAP condition—establish quantifiable performance hurdles tied directly to market valuation. Furthermore, according to the governance and beneficial ownership disclosures, entities controlled by Chief Executive Officer Yi Wang will retain between approximately 77.55% and 82.54% of total voting power depending on actual redemption volumes, which formally categorizes the combined entity as a Nasdaq ‘controlled company’ and legally permits exemptions from mandatory board independence and specialized committee composition rules, fundamentally altering minority shareholder influence and protective mechanisms.

This filing establishes the definitive capital allocation framework, imposing aggressive earnout revenue hurdles that directly link presold holder payouts to near-term commercial validation. The explicit redemption cap and deadline extension dictate the precise liquidity runway and timing pressure for public shareholders, while the acknowledged absence of committed PIPE financing and the concentrated voting control held by a single CEO introduce significant execution and governance risks that will determine whether the trust funds are deployed for the transaction or preserved for potential liquidation scenarios.

This filing materially restructures post-deal ownership, governance architecture, and liquidity exposure for public shareholders. By limiting redemption to 5,200,000 shares to maintain the $5,000,001 NTA floor, the SPAC structurally prevents mass liquidation but guarantees massive post-merger dilution across remaining equity classes. The absence of firm institutional backer capital exposes Surviving PubCo to working capital deficits if trust releases fall short of the $4.672,500 estimated transaction expense line item.

The filing confirms a fixed-dollar, pre-money capital commitment of $1 million directly linked to the merger closing mechanics, which stabilizes expected pro forma liquidity without modifying the statutory redemption calendar or trust disbursement hierarchy. The explicit trust waiver clarifies that PIPE purchasers hold no recourse against public shareholder trust monies, streamlining potential redemption processing or dissolution scenarios. The aggressive registration timeline and steep liquidated damages framework create strong operational incentives for management to achieve timely SEC effectiveness, directly impacting secondary trading availability for institutional holders. No adjustments to sponsor conduct, extension voting procedures, or public warrant mechanics are disclosed in this submission.

The $1 million private placement provides targeted pre-merger capital for Goodvision but delivers zero guaranteed funding to the SPAC until the transaction closes. The Trust Waiver isolates the Trust Account from investor litigation or contract claims, ensuring trust balances remain intact for public redemption payouts or dissolution scenarios. The April 23, 2027 contractual expiration locks in the company's business combination window without requesting an extension, establishing a definitive cutoff for shareholder voting and redemption decisions. Because the agreement restricts how the $1 million can be utilized prior to closing, it prevents sponsors or targets from tapping the funds to manipulate share prices or cover merger-related debts, leaving the $10.25 trust/share metric untouched until the proxy statement and merger vote.

This notice does not modify the business combination deadline of 2027-04-23, adjust the per-share trust value, signal changes to deal progress, or reflect any shifts in sponsor conduct. However, delisting would reduce trading liquidity and could complicate standard redemption mechanisms ahead of the 2027-04-23 deadline. The 180-day window disclosed applies solely to Nasdaq listing maintenance and does not contractually extend the SPAC’s period to close a business combination. The filing contains no substantive operational disclosures regarding customers, revenue, market size, strategy, technology, partnerships, or litigation beyond a standard securities law forward-looking statement cautionary note and the CEO attribution.

This document establishes the exact economic terms and conditional payout structures that will dictate shareholder returns. The 18,000,000-share grant calculates to significant dilution, projecting non-redeeming public shareholders to own between 4.86% and 23.24% of the combined company depending on redemption volume. The 3,600,000-share earnout mechanism demonstrates that full consideration is strictly contingent upon achieving massive revenue expansion and sustaining elevated market valuations, introducing substantial uncertainty to the target's realized valuation.

The reported Trust balance of $60,429,224 equates to approximately $10.07 per public share, correcting the assumed trust value and establishing the current floor for redemptions if the business combination fails. The definitive agreement with GoodVision AI Inc. confirms deal progress, though specific transaction terms, valuations, and closing conditions remain undisclosed pending further filings. The forfeiture of 300,000 founder shares aligns sponsor incentives by eliminating potential overhang, while the unexercised over-allotment indicates limited additional liquidity beyond the base $60M. The going concern qualification and internal control deficiencies highlight execution and governance risks despite the available cash runway extending to the April 23, 2027 deadline. Investors should await the proxy statement or registration statement for GoodVision AI to evaluate deal economics, potential dilution, and the precise mechanics of the redemption timeline relative to the April 2027 deadline.

This filing establishes the definitive redemption, distribution, and timeline parameters for ALIS public shareholders ahead of the upcoming proxy solicitation. The documented trust balance of $60,612,303.89 and the $180,000,000 enterprise value dictate the maximum potential cash outflow upon redemption and establish the pro-rata pool available to remaining shareholders and financing proceeds. The April 23, 2027 deadline (with a statutory October 23, 2027 fallback) creates a firm window for the Form S-4/Proxy Statement mailing, record date, and shareholder vote, forcing public holders to decide whether to exercise redemption rights at the trust-derived share price or retain equity in the combined entity. The structured earnouts and dual price/revenue hurdles transfer significant post-close upside and dilution risk to target insiders while providing public shareholders with conditional participation mechanisms. The sponsor support agreement, waived anti-dilution protections, and indemnification escrow structure align insider interests with deal completion but concentration of voting control and post-closing board appointments (per Section 5.15) may impact governance dynamics. Strategically, the transition to AI infrastructure distribution and edge-computing platform development represents a capital-intensive pivot; however, as noted by management in the press release, projected platform scalability, partnership expansions, and sector demand remain forward-looking assertions subject to execution risk and market volatility. Investors should weigh the fixed redemption timeline against the unverified nature of stated revenue targets and technological roadmap milestones.

The filing locks in the structural parameters governing post-combination equity distribution, notably tying substantial earnout value to dual financial and market-performance hurdles that will dictate realizable consideration for target shareholders. The mandatory $5,000,000 Financing condition establishes a near-term capital raise milestone that could impact pro forma ownership percentages and liquidity ahead of closing. The explicit termination extension clause to October 23, 2027 maps the outer boundary for regulatory review and shareholder voting, enabling investors to model redemption timelines against the fixed liquidation deadline. The reported trust account balance and independent valuation benchmark confirm capital sufficiency relative to the enterprise valuation, providing verifiable data points for assessing the viability of the combination against potential shareholder redemptions.

Substantive claims about the target are sourced exclusively to GoodVision, which the filing's forward-looking statements section notes was provided solely by GoodVision and not independently verified by Calisa. GoodVision claims to have been founded in 2019 as a global cloud-computing and AI-infrastructure solutions provider. Claims state services include multi-cloud professional services, cloud redistribution, AI computing, and hybrid cloud-edge solutions for customers in gaming, video, cross-border e-commerce, and crypto-related technology sectors. Operations are principally based in the United States, with additional locations in Japan, Berlin, Singapore, and other Asian regions. According to GoodVision, the business initially redistributed capacity from Google Cloud Platform, Amazon Web Services, Alibaba Cloud, and Tencent Cloud before executing a strategic transition to an AI-focused hybrid cloud and edge-computing platform. Claims assert the development of the GoodVision AI Scheduling Platform, which routes and optimizes AI inference workloads across large language models, computing layers, and edge devices, integrates closed-source and open-source models, and aims to reduce cost, improve latency, and satisfy data-privacy requirements. Additional claims outline plans to expand data-center footprints with GPU-based inference clusters and edge nodes, including a stated collaboration with EdgeX, targeting a long-term global AI computing distribution network. Legal counsel listed are Graubard Miller for Calisa and VCL Law LLP for GoodVision. This filing matters because it fulfills SEC Rule 425 disclosure obligations, signaling that written communications regarding a potential combination are being made public. If a definitive agreement is executed, Calisa will file a Form S-4 containing a preliminary proxy statement/prospectus, at which point shareholders will receive formal redemption mechanics, pro forma financials, and voting procedures.

This filing confirms active pursuit of a deSPAC transaction prior to the calendar deadline, but the non-binding LOI status means redemption mechanics, final enterprise value, trust payout estimates, and any extension votes remain undefined. Market reaction will hinge entirely on GoodVision’s unverified technology roadmap and market claims rather than audited financials or binding valuation terms. Upon execution of a definitive agreement, Calisa will file a Form S-4 containing the preliminary proxy statement/prospectus, which will trigger formal redemption procedures, disclose exact trust values per share, detail sponsor lock-ups, and reveal compensation/promotion structures. Until then, shareholders face elevated uncertainty regarding deal survival, proxy solicitation costs, and potential trading dispersion between ALIS shares, units, and rights.

This filing confirms the successful fundraising milestone, establishing the $60,000,000 Trust Account and officially starting the 18-month business combination window. The forfeiture of founder shares reduces sponsor dilution post-combination. However, the disclosure of ineffective internal controls and pre-IPO going concern doubts highlights early operational risks. With $60,000,000 secured and zero operating revenue to date, investors now face a pure speculative wait for a target announcement, though management notes an intention to focus searches on Asia while remaining open to other sectors. Transaction costs totaled $1,957,585, including $1,200,000 in underwriting fees and ongoing commitments like EBC finder fees of 1.0% and marketing fees of 3.5% of gross proceeds payable at combination.

Public shareholders now face a fixed redemption calendar tied to the 18-month expiration date following the October 23, 2025 IPO closing. The trust holds $60,000,000 in principal, and the filing specifies that only earned interest may be withdrawn to cover taxes or dissolution expenses, directly capping per-share liquidation proceeds absent a merger. The attached audited balance sheet shows $658,410 in operating cash, $127,733 in prepaid expenses, and $579,651 in total shareholders' equity and working capital, partially offset by $206,492 in current liabilities including $20,000 accrued to related parties. Independent registered public accounting firm MaloneBailey, LLP appended a going concern opinion, stating these conditions raise substantial doubt about the company's ability to continue as a going concern. Per the accompanying press release, management intends to target merger candidates located throughout Asia. The filing outlines cost structures including $1,957,585 in total transaction costs ($1,200,000 cash underwriting discount, $757,585 other offering costs), a monthly administrative fee allowance of up to $10,000 payable to Calisa Holding LP, quarterly accounting engagement fees of $5,250 to Ascendant Global Advisors Inc., and a contingent business combination marketing agreement compensating EarlyBirdCapital, Inc. with 3.5% of gross proceeds (structured as 1.5% cash and 2.0% convertible note) plus a 1.0% finder fee for sourced targets. All operational and revenue-generating activities remain dormant pending the acquisition phase.

In a DEAL_ANNOUNCED SPAC, Schedule 13D filings function as early tracking signals for institutional accumulation, warrant conversion, or sponsor-aligned capital deployment ahead of redemption windows or proxy votes. Because the XML carrier omitted the tabular data that discloses acquiring persons, lines of securities owned, percentage of beneficial ownership, source and amount of funds, and transaction dates, investors cannot assess whether new positioning will pressure the $10.25-per-share trust outflow or support extension negotiations before the 2027 deadline. The total absence of attributed metrics and operational claims renders the filing operationally inert for deal-canvas modeling, though the filing vehicle itself remains a mandatory regulatory checkpoint for post-announcement ownership shifts.

In an announced-deal SPAC, a 13D typically signals institutional positioning, coordinated voting bloc formation, or activist interest that can influence redemption behavior, proxy scheduling, or extension approvals prior to the terminal date. Because the excerpt omits both the numerical holding table and all narrative exhibits, there are zero attributable claims regarding customer relationships, revenue streams, market size estimates, commercial strategy, technology roadmaps, partnership arrangements, litigation posture, or personnel changes. Without the complete filing, neither the magnitude of the position nor the strategic intent relative to deal execution, sponsor governance, or cash deployment can be validated; the instrument remains structurally material to capital structure tracking but substantively opaque pending access to the full public record.

For investors monitoring the April 23, 2027 redemption horizon and capital preservation protocols, the filing confirms that advisory compensation is fully deferred until a confirmed deal closes, protecting interim trust earnings from premature drain. The conditional finder’s fee mechanism aligns sponsor and advisor incentives with actual target acquisition success rather than preliminary outreach. Governance substance includes standardizing dispute resolution through binding AAA arbitration or exclusive New York State/federal jurisdiction, with the Company waiving jury trial rights per Section 14. Personnel disclosures confirm CEO Hongfei Zhang’s authorization and execution of the agreement, establishing clear executive accountability for M&A financing infrastructure. The attached Rights Agreement (Exhibit 4.1) clarifies capital structure mechanics, noting each right entitles its holder to one-tenth of one ordinary share upon completion of the initial business combination. While the amendment does not alter the underlying S-1 registration timeline, trigger early trust distributions, or announce a specific target, it legally codifies the fee waterfall, liability shields, and corporate governance frameworks that will operate throughout the remaining business combination window.

Sponsor-affiliated share surrenders to a SPAC issuer at $0 typically execute predefined contractual rights tied to merger timelines, extension windows, or administrative forfeiture provisions. Although the filing contains no substantive claims regarding customer acquisition, revenue metrics, market sizing, corporate strategy, technology development, partnership agreements, active litigation, or executive appointments, the mechanical cancellation of 201,000 shares adjusts the founding group’s relative equity concentration and frequently parallels operational shifts around the existing 2027-04-23 redemption deadline.

This filing initiates the Company's statutory business combination clock, starting the 18-month period outlined in the Amended and Restated Articles of Association before mandatory trust liquidation. It locks in the foundational trust mechanics, confirming that public shareholders hold a contractual right to a per-share redemption price calculated from the Trust Account balance (targeting $10.00 per share plus accrued interest) upon either a completed Business Combination or a deadline failure. The precise split between trust-bound capital and accessible working capital establishes the financial runway available for management's acquisition search and due diligence costs. Furthermore, it formalizes sponsor and representative private placement purchases, which trigger escrow periods, lock-up restrictions, and waiver provisions that govern future insider selling behavior, potential dilution, and the overall stability of shareholder equity ahead of a deal announcement.

What changed: An 8-K Current Report disclosing the entry into a Material Definitive Agreement (Subscription Agreements and Registration Rights Agreements) and unregistered sales of equity securities. According to the filing, on July 31, 2026, Calisa Acquisition Corp and Goodvision AI Inc entered into subscription agreements with three accredited investors, including sponsor Calisa Holding LP. The Company will issue 800,000 Class A ordinary shares at a purchase price of $10.00 per share, yielding aggregate gross proceeds to the Company of $8 million. The closing is conditioned upon the substantially concurrent consummation of the Merger and accuracy of representations. The existing redemption deadline remains April 23, 2027, and trust account mechanics are unchanged. The Registrant states that upon consummation, the surviving publicly traded parent company will be renamed Goodvision AI Holding Limited. Furthermore, a Registration Rights Agreement was executed requiring the Company to file an initial resale registration statement within 45 calendar days post-closing, aiming for effectiveness within 180 calendar days. If registration obligations fail, the filing specifies monthly liquidated damages equal to 1.0% of the applicable Subscription Amount. Why it matters: The PIPE financing supplies $8 million in fresh capital for working capital and transaction expenses, supplementing the trust balance while leaving public shareholder redemption rights under the existing terms undisturbed. The sponsor's direct capital participation at $10.00 per share aligns management incentives with the April 23, 2027 execution window. The stringent registration milestones and liquidated damages provisions prioritize purchaser liquidity post-close, which may affect secondary share supply dynamics. Under the Trust Waiver covenant cited in the agreement, subscribers irrevocably waive claims against the Trust Account, directing these funds away from the trust and toward corporate purposes, thereby preserving trust assets strictly for public shareholder redemptions or dissolution per the October 21, 2025 prospectus. Standard representations in Exhibit 10.1 cover cybersecurity, intellectual property, tax status, and litigation without detailing specific customer lists, revenue targets, or addressable market sizing.

What changed: Form 8-K Current Report under Item 7.01 (Regulation FD Disclosure) furnishing an Investor Presentation (Exhibit 99.1) regarding the proposed business combination between Calisa Acquisition Corp and Goodvision AI Inc. No adjustments to the redemption calendar, trust account mechanics, deadline, or sponsor conduct are reported. The filing reiterates the existing Business Combination Agreement executed on March 6, 2026, leaves the redemption deadline at 2027-04-23, and maintains the trust value at $10.25 per share without amendment. No termination, extension, voting schedule change, or material modification to the merger structure was disclosed. Why it matters: This filing functions as a procedural update directing public shareholders to await the definitive Proxy Statement/Prospectus, which will be mailed once the Registration Statement is declared effective. Because the attached investor presentation is included only as graphic files rather than transcribed text, no substantiated claims about Goodvision’s customers, revenue, market size, strategy, technology, partnerships, litigation, or key personnel can be extracted from this text. The Company and Goodvision explicitly attribute all forward-looking expectations to management, warn that results may differ materially from projections, and cite risks including high redemption volumes, failure to satisfy closing conditions, listing standards, and execution disruption. Investors tracking redemption behavior, trust liquidity, or deal progression must await the formal registration and proxy filings, as this 8-K contains only regulatory boilerplate and transaction structure reaffirmation without new operational or mechanical data.

What changed: A Form 8-K filed pursuant to Rule 425 under the Securities Act of 1933, submitting an investor presentation (Exhibit 99.1) to support communications with shareholders and prospective purchasers regarding a proposed business combination. The filing restates the mechanical framework of the Business Combination Agreement originally dated March 6, 2026, confirming that Calisa Merger Sub will merge with and into Goodvision AI Inc., with Goodvision surviving as a wholly owned subsidiary of Calisa Acquisition Corp. It does not propose amendments to the April 23, 2027 termination deadline, does not adjust the trust account allocation of $10.25 per public share, and does not trigger an extension mechanism. Instead, it signals procedural advancement by attaching roadshow materials and noting that a definitive Proxy Statement/Prospectus will be mailed to holders once the registration statement achieves SEC effectiveness. Why it matters: The registrant characterizes statements regarding future performance, addressable market sizing, post-closing capitalization, and estimated shareholder ownership percentages as forward-looking predictions generated by Calisa and Goodvision management, explicitly warning they are preliminary, illustrative, and subject to material execution risks. The filing attributes specific downside scenarios to management disclosures, including that high redemption request volumes could fail to satisfy closing conditions, that listing standard compliance remains uncertain, that legal proceedings may emerge post-announcement, and that key employee or customer retention is not guaranteed. Because all quantitative targets, technology differentiation, partnership terms, and revenue projections are contained exclusively within the attached Exhibit 99.1 graphics (which lack readable text in this submission), this 425 filing functions primarily as a regulatory conduit advancing the solicitation calendar rather than delivering new fundamental data. Investors relying on the stated $10.25 trust baseline and April 23, 2027 deadline should monitor the forthcoming Proxy Statement/Prospectus for updated redemption mechanics, financing contingencies, and detailed business assumptions before exercising conversion or voting rights.

What changed: Form 8-K Current Report furnishing a Rule 425 written communication under the Securities Act, attaching a GoodVision AI Inc. press release regarding a strategic cooperation agreement for AI infrastructure development in Japan. This filing does not amend the redemption deadline, trust account mechanics, or any extension provisions. The registrant maintains the stated April 23, 2027 termination date and acknowledges a trust value of $10.25 per share. The attached disclosure confirms that Calisa Acquisition Corp and GoodVision AI continue to target consummating the business combination in the second half of 2026. Why it matters: The submission preserves the existing redemption calendar while advancing deal visibility through the target’s commercial roadmap rather than structural modifications. Per the press release, GoodVision AI and AI Storm Co., Ltd. (Tokyo Stock Exchange: 3719) executed a strategic cooperation agreement to develop a flagship AI Factory in Fukushima, beginning with a 2-megawatt liquid-cooled deployment supporting 72 NVIDIA B300 servers and more than 500 GPUs slated for operational readiness within three months. GoodVision projects scaling to 20 megawatts of installed capacity across Japan within 12 months and expanding to 100 megawatts within three years, expressly noting these milestones depend on customer demand, power availability, equipment procurement, financing, and regulatory approvals. The parties report securing and reserving more than fifty potential sites across Tokyo and surrounding municipalities. GoodVision AI CEO David Wang stated the arrangement positions the firm to meet enterprise inference demand and expects the Fukushima site to anchor future growth and drive recurring, infrastructure-based revenue. The 8-K reiterates standard risk disclosures warning that actual results may differ due to factors including redemption volume, Merger approval failure, stock exchange listing standards, and potential operational disruption, and directs shareholders to defer investment or voting decisions until the definitive Proxy Statement / Prospectus becomes available.

What changed: A Form 8-K furnishing a Regulation FD Disclosure accompanied by a press release (Exhibit 99.1) issued by target company GoodVision AI Inc. Nothing has changed regarding the SPAC's redemption calendar, trust mechanics, deadline (remains 2027-04-23), extension provisions, or sponsor conduct. The proposed Business Combination Agreement status is unaltered, and both Calisa Acquisition Corp and GoodVision reiterate their intent to consummate the transaction in the second half of 2026. Why it matters: While mechanically dormant, this filing materially updates the commercial and technical trajectory of GoodVision AI, providing investors with specific execution benchmarks ahead of the proxy statement. According to the press release, GoodVision and Japan-based IT consulting firm AI Storm Co., Ltd. (Tokyo Stock Exchange: 3719) signed a strategic cooperation agreement to build Japan’s first next-generation AI Factory. The initial phase features a 2-megawatt liquid-cooled deployment housing a cluster of 72 NVIDIA B300 servers with more than 500 GPUs, targeting completion within three months. GoodVision projects a phased scaling roadmap: 20 MW of installed capacity within 12 months, expanding to 100 MW within three years, subject to customer demand, power availability, procurement, financing, and regulatory approvals. The partners have secured more than fifty (50) potential sites across Tokyo and surrounding areas to reduce latency and secure power-ready real estate. CEO David Wang stated the facility will support 'recurring, infrastructure-based revenue over time' and address 'rising enterprise demand for dedicated AI inference capacity,' leveraging GoodVision’s containerized architecture and Smart Routing Engine software. These details offer concrete milestones to gauge execution risk and post-merger capital efficiency, though heavy reliance on forward-looking projections underscores the need to review the forthcoming Registration Statement and Proxy Statement / Prospectus for full risk disclosures.

What changed: An S-4/A Amendment to a Registration Statement containing a Proxy Statement/Prospectus and accompanying Merger Agreement, soliciting shareholder approval for a proposed business combination and corporate name change. The proxy statement/prospectus details the definitive Business Combination Agreement dated March 6, 2026, stipulating that Goodvision shareholders will receive 18,000,000 exchange shares plus 3,600,000 contingent earnout shares. It reports the Trust Account held $60,960,574 as of March 31, 2026 (stated as approximately $10.16 per share in the filing), retains the April 23, 2027 liquidation deadline, and confirms a closed $1,000,000 equity subscription and a $1,000,000 convertible promissory note issued May 20, 2026. Sponsor conduct provisions note a $10,000 monthly administrative fee payable to Calisa Holding LP, six-month lock-ups on founder and private shares, and executed support agreements guaranteeing affirmative votes. The filing also updates pro forma balance sheets and explicitly discloses three identified material weaknesses in Goodvision’s internal control over financial reporting. Why it matters: The document provides explicit redemption procedures and a stated $10.16 per-share trust value, enabling shareholders to weigh the April 23, 2027 liquidation right against expected public trading prices. The filing attributes approximately 77.55% of pre-redemption voting power and 82.54% of post-maximum-redemption voting power to CEO Yi Wang via a dual-class structure, which the text notes will qualify Surviving PubCo as a controlled company exempt from certain Nasdaq independence rules. Management projections set earnings thresholds of $19.9 million for fiscal year 2026 and $106.0 million for fiscal year 2027 to unlock earnout tranches, while disclosure sections report that two customers generated 89.7% of revenue for the six months ended March 31, 2026 and three vendors supplied 91.7% of cost of revenue (with Tencent Cloud alone accounting for 59.8%), underscoring concentration and execution dependencies that directly impact post-combination liquidity and valuation stability.

What changed: Form 8-K filed pursuant to Rule 425 containing a furnished press release. THIS DOCUMENT IS a Form 8-K written communication submitted by Calisa Acquisition Corp (ALIS) on July 13, 2026, alongside a press release issued by GoodVision AI Inc. on July 8, 2026. REGARDING REDEMPTION CALENDAR, TRUST VALUE, EXTENSIONS, DEAL PROGRESS, AND SPONSOR CONDUCT: The filing confirms ongoing advancement of the Business Combination Agreement between GoodVision AI and Calisa Acquisition Corp and indicates that a definitive Proxy Statement/Prospectus will be mailed to shareholders once the Registration Statement on Form S-4 is declared effective. It does not modify the April 23, 2027 liquidation deadline, does not adjust the $10.25 per-share trust value, proposes no extension, reports no redemption volume shifts, and discloses no sponsor conduct developments. SUBSTANCE INCLUDED IN THE FILING: According to the attached press release, GoodVision AI has joined the NVIDIA Connect program, which grants solution providers access to NVIDIA compute platforms, software, and technical resources. The company attributes its platform architecture to three components: cloud services, a real-time Smart Routing Engine, and a global network of immersion-cooled AI Factories. GoodVision AI states that its Smart Routing Engine evaluates four variables in milliseconds—required model type, data sensitivity, cost ceiling, and latency target—to route requests to optimal compute locations. Attributed to GoodVision AI's own deployments, the Smart Routing Engine reportedly cut AI inference costs by roughly 60 percent, reduced network latency by about 50 percent, and improved gross margin on the related business by around 50 percent. CEO David Wang reiterated these performance metrics in a quoted statement, adding that the NVIDIA partnership will allow the company to refine workload tuning and allocation. The filing also restates standard transaction risks disclosed by both companies, including the possibility of delayed or failed closing, the impact of shareholder redemptions, and challenges to retaining customers and maintaining exchange listing standards. Why it matters: The submission confirms procedural momentum toward the shareholder vote and proxy distribution while reinforcing target company product capabilities ahead of valuation. Although redemption deadlines, trust composition, and sponsor behavior remain static, the disclosed engineering partnerships and self-reported efficiency gains supply prospective investors with operational benchmarks to weigh against execution and regulatory risks before voting or redeeming.

What changed: A Form 8-K current report filed under Item 7.01 (Regulation FD Disclosure) that furnishes a press release issued by GoodVision AI Inc., the proposed merger target of Calisa Acquisition Corp. Nothing changed regarding redemption rights, trust value ($10.25 per share), the 2027-04-23 business combination deadline, or sponsor conduct. The filing exclusively discloses a Regulation FD-compliant announcement to satisfy SEC written communication rules under Rule 425 while the S-4 registration statement remains pending. Why it matters: The document confirms the merger pathway remains active, noting ALIS has filed a Registration Statement on Form S-4 that will contain the definitive Proxy Statement/Prospectus mailed to shareholders once effective. Operational substance derives entirely from the attached press release, where David Wang, CEO of GoodVision AI, states the company operates a smart routing engine that evaluates model needs, data sensitivity, cost ceilings, and latency targets in milliseconds. Wang claims that in the company’s own deployments, this routing system cut AI inference costs by roughly 60 percent, reduced network latency by about 50 percent, and improved gross margin on the related business by around 50 percent. He adds that joining the NVIDIA Connect program will provide earlier access to GPU platforms to improve those same metrics. Because the release heavily qualifies these operational claims as forward-looking and subject to risks tied to the merger’s completion, investors evaluating whether to redeem or hold ahead of the trust preservation timeline should treat these performance assertions as preliminary management targets rather than audited results.

What changed: Amendment No. 1 to Form S-4 Registration Statement serving as a joint proxy statement and prospectus convening an Extraordinary General Meeting of Calisa Acquisition Corp (ALIS) shareholders to vote on the proposed business combination with Goodvision AI Inc., alongside accompanying proposals for a corporate name change, Nasdaq listing rule compliance approval, adoption of amended governing documents, establishment of a 2026 Equity Incentive Plan, and authorization to adjourn the meeting. Per the registrant’s unaudited condensed consolidated financial statements as of March 31, 2026, the SPAC Board reports a trust account balance of $60,960,574, which management calculates yields an estimated per-share redemption price of approximately $10.16. Under the transaction narrative and subsequent event disclosures, the company executed a $1,000,000 subscription agreement on April 30, 2026 for 100,000 Class A ordinary shares priced at $10.00 per share, and issued a $1,000,000 convertible promissory note on May 20, 2026. According to management’s updated projections and results of operations, recognized revenue reached $10,553,814 for the six months ended March 31, 2026, with four specific customers accounting for approximately 52.4%, 18.6%, 14.5%, and 14.0% of quarterly revenue. The proxy materials confirm that a maximum of 5,178,000 public shares may be validly redeemed while preserving the contractual $5,000,001 net tangible asset floor ahead of the April 23, 2027 liquidation deadline. As independently audited and noted by management, material weaknesses in internal control over financial reporting—involving ineffective governance oversight, inadequate segregation of duties, and insufficient qualified U.S. GAAP accounting personnel—remain unremediated through the reporting period. Why it matters: These updates directly recalibrate redemption economics and post-deal liquidity parameters for public shareholders, as the per-share trust distribution has increased to approximately $10.16 and the company documents $2,000,000 in concurrent private capital commitments that alter the surviving entity’s working capital runway. The explicitly codified earnout triggers—requiring net revenue exceeding $19.9 million for the fiscal year ending September 30, 2026 paired with a $12.00 per share daily VWAP condition, and exceeding $106.0 million for the fiscal year ending September 30, 2027 paired with a $15.00 per share daily VWAP condition—establish quantifiable performance hurdles tied directly to market valuation. Furthermore, according to the governance and beneficial ownership disclosures, entities controlled by Chief Executive Officer Yi Wang will retain between approximately 77.55% and 82.54% of total voting power depending on actual redemption volumes, which formally categorizes the combined entity as a Nasdaq ‘controlled company’ and legally permits exemptions from mandatory board independence and specialized committee composition rules, fundamentally altering minority shareholder influence and protective mechanisms.

What changed: Form S-4 registration statement and accompanying proxy statement/prospectus detailing a proposed business combination merger and extraordinary general meeting proposals between Calisa Acquisition Corp and Goodvision AI Inc. The proxy statement discloses that Goodvision shareholders will receive 18,000,000 Surviving PubCo Ordinary Shares reflecting an implied enterprise value of $180,000,000, plus up to 3,600,000 earnout shares triggered by achieving net revenues exceeding $19.9 million for fiscal year 2026 and $106.0 million for fiscal year 2027, subject to defined daily VWAP thresholds. Regarding trust mechanics and deadlines, the filing states the trust account held $60,960,574 as of March 31, 2026, yielding an estimated per-share redemption price of approximately $10.16, with a strict maximum redemption limit of 5,178,000 shares to maintain a $5,000,001 net tangible asset floor, and extends the consummation deadline to April 23, 2027 (auto-extending to October 23, 2027 if the SEC declaration of effectiveness is delayed past April). On sponsor conduct and capital structure, the document notes that while the SPAC Board intends to secure up to $5,000,000 in private financing, there are currently no commitments, though a $1,000,000 equity subscription and a $1,000,000 convertible promissory note have been executed. Post-closing, entities controlled by Chief Executive Officer Yi Wang will wield approximately 77.55% to 82.54% of voting power under a dual-class structure assigning 40 votes per Class B share against 1 vote per Class A share. Regarding operational substance, Goodvision reported revenue of $10,553,814 for the six months ended March 31, 2026, with three customers representing approximately 61.0%, 15.9%, and 12.8% of revenue, while Tencent Cloud supplied approximately 59.8% of cost of revenue. Management projects a strategic transition from legacy cloud resale to an AI inference orchestration platform targeted for broader commercial release by June 30, 2026, although the filing concurrently reports that independent auditors identified material weaknesses in internal controls over financial reporting and states that management concluded substantial doubt about the company's ability to continue as a going concern has been alleviated solely by subsequent related-party borrowings and a $1,000,000 equity commitment. Why it matters: This filing establishes the definitive capital allocation framework, imposing aggressive earnout revenue hurdles that directly link presold holder payouts to near-term commercial validation. The explicit redemption cap and deadline extension dictate the precise liquidity runway and timing pressure for public shareholders, while the acknowledged absence of committed PIPE financing and the concentrated voting control held by a single CEO introduce significant execution and governance risks that will determine whether the trust funds are deployed for the transaction or preserved for potential liquidation scenarios.