ALIS SEC filings, in plain English
Everything Calisa Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: This Amendment No. 5 to the S-4 registration statement sets a record date of September 4, 2026, and schedules the extraordinary general meeting for October 8, 2026, with a redemption deadline of October 6, 2026 (two business days before the meeting). The trust account held approximately $61.9 million as of August 31, 2026, yielding an estimated per-share redemption price of approximately $10.31. The filing also details $9.0 million in secured equity financing and $2.83 million in debt conversions, and discloses that post-combination, entities controlled by CEO Yi Wang will own approximately 76.84% of voting power (assuming no redemptions). Why it matters: Investors now have concrete deadlines for the shareholder vote and redemption, and a clear estimate of the redemption price. The filing also reveals significant post-closing voting control by the CEO and the terms of the earnout and financing arrangements, which are critical for assessing dilution and governance.
What changed: Calisa Acquisition Corp (ALIS) filed Amendment No. 4 to its S-4 on 2026-08-31, disclosing the proposed business combination with Goodvision AI Inc. at an $180M enterprise value, with 18,000,000 shares to Goodvision shareholders plus up to 3,600,000 earnout shares, and ~$9.0M in committed equity financing ($1M April 2026, $8M July 2026) plus $2.83M debt conversion. The proxy/prospectus sets a redemption deadline two business days before the extraordinary general meeting (date not yet fixed), with estimated redemption price ~$10.25 per share based on $61,500,162 trust as of June 30, 2026; the SPAC deadline is April 23, 2027. Pro forma ownership shows Goodvision shareholders holding 60.72% (no redemptions) to 77.10% (max redemptions), with CEO Yi Wang controlling 76.84%-82.55% voting power post-deal. Why it matters: This is the definitive deal document for ALIS investors: it confirms the target, valuation, financing, and redemption mechanics, and highlights that post-close control rests with Goodvision's CEO via a dual-class structure, while public shareholders face dilution and a controlled-company governance framework. The redemption price (~$10.25) and deadline are the key operational items for holders deciding whether to redeem.
What changed: Amendment No. 3 to Form S-4 acting as a preliminary proxy statement/prospectus for an extraordinary general meeting to solicit shareholder approval for a merger between Calisa Acquisition Corp (ALIS) and Goodvision AI Inc., alongside ancillary corporate proposals. Per Goodvision’s management and ALIS disclosures, the trust account held approximately $61,500,162 as of June 30, 2026, establishing an estimated per-share redemption price of approximately $10.25. The Business Combination Agreement sets a Termination Date of April 23, 2027, automatically extending to October 23, 2027 if SEC effectiveness is delayed, with SPAC Charter provisions allowing extensions beyond that date via shareholder vote. ALIS explicitly discloses no specified maximum redemption threshold, limited only by the $5,000,001 minimum net tangible asset requirement post-consummation. Deal progress advances following Newbridge Securities Corporation’s March 3, 2026 fairness opinion affirming the $180,000,000 Enterprise Value consideration is financially fair to unaffiliated shareholders. Sponsor conduct features Alisa Group Limited and Calisa Holding LP executing a Sponsor Support Agreement to vote in favor, irrevocably waiving redemption rights for their 2,000,000 founder shares, while continuing to receive a $10,000 monthly administrative fee; additionally, EarlyBirdCapital, Inc. remains contracted under a Business Combination Marketing Agreement for a 3.5% success fee (1.5% cash, 2.0% convertible note). Beyond deal mechanics, Goodvision projects historical fiscal 2025 revenue of $7,743,669 growing to $19,904,019 for fiscal 2026 and $106,562,356 for fiscal 2027, targeting a strategic pivot toward AI inference infrastructure and distributed edge computing facilities backed by approximately $9.0 million in secured equity subscriptions and $2.83 million in convertible debt conversions at a $10.00 per share deemed price. Why it matters: These disclosures materially alter redemption economics and post-merger capitalization trajectories. The approximate $10.25 per-share trust accretion raises the opportunity cost of redemption versus post-transaction equity retention, while the uncapped redemption framework subject only to the $5,000,001 NTA floor amplifies potential dilution scenarios for non-redeeming public shareholders. Newbridge’s fairness validation and near-term financing closes significantly mitigate liquidation timeline risks prior to the April 23, 2027 deadline. Goodvision’s revenue trajectory toward fiscal 2027 and concurrent debt-to-equity mechanisms signal heavy reliance on successful platform commercialization to justify the $180,000,000 pre-money valuation. Post-combination governance introduces a dual-class architecture granting forty (40) votes per Class B Ordinary Share versus one (1) vote for Class A shares, concentrating an estimated 76.84% to 82.55% of total voting power under entities managed by Chief Executive Officer Yi Wang. These structural shifts, paired with the proposed 5% equity incentive plan reserve and Nasdaq listing application under the new Goodvision AI Holding Limited name, fundamentally dictate minority shareholder oversight capacity, future earnings dilution pathways, and the executive compensation alignment required to execute Goodvision’s stated artificial intelligence infrastructure expansion strategy.
What changed: SEC Form 10-Q Quarterly Report. This routine compliance exhibit reports standard periodic financials; the trust account balance accreted to $61,500,162 ($10.25 per public share) from $60,429,224 ($10.07 per share). Management reported no changes to the April 23, 2027 combination deadline and flagged a going concern risk alongside a material weakness in internal controls due to inadequate segregation of duties. Post-period, the company entered into subscription agreements for $8 million in investor capital contingent on the merger closing. Why it matters: The accretion to $10.25 per share increases the redemption floor if the deal collapses, but the going concern warning and control material weaknesses underscore significant execution risk as the combination deadline approaches. The $8 million in subsequent subscription agreements indicates sustained sponsor and third-party backing for the Goodvision AI deal, directly affecting future dilution and liquidity mechanics.
What changed vs 2026-05-15trust $61.0M → $61.5M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $61.0M$61.5M
- Combination deadline
- 2027-04-23 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 531Knot matched in this filing
SpacBrain reads this as $539,588 was added to the trust between the two filings.
The clause …“Inputs Inputs 2026 (Level 1) (Level 2) (Level 3) Assets: Cash and investments held in Trust Account $ 61,500,162 $ 61,500,162 $ - $ - Cash and cash equivalent 232,017 232,017 - - Quoted Significant Significant Prices in Other Other As”…
The clause …“capital was fully depleted upon completion of the IPO. The Company will have until April 23, 2027 to consummate a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the”…
The clause …“proposed Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Rule 425 written communication and current report disclosing the execution of Subscription Agreements and Registration Rights Agreements for PIPE financing in connection with the announced business combination with Goodvision AI Inc. Calisa Acquisition Corp and Goodvision AI Inc. executed Subscription Agreements dated July 31, 2026, committing to issue 800,000 Class A ordinary shares to three accredited investors at $10.00 per share, yielding $8 million in aggregate gross proceeds. Calisa Acquisition Corp identifies Calisa Holding LP as one of the subscribing investors. Execution of these agreements is conditioned on substantially concurrent consummation of the Merger and accuracy of the Company’s representations and warranties subject to bring-down standards. Yi Wang, Chief Executive Officer of Goodvision AI Inc., and Na Gai, Chairwoman of Calisa Acquisition Corp., executed the attached Securities Purchase Agreement. The Company states that purchasers irrevocably waive all claims against the Trust Account except in their capacity as public shareholders, reaffirms the April 23, 2027 deadline for consummation, and establishes registration rights requiring an Initial Registration Statement within 45 calendar days post-closing with effectiveness targets of 90 or 120 calendar days, plus liquidated damages of 1.0% monthly upon Event. The Company and Goodvision caution that projections regarding future performance, addressable market, post-transaction capitalization, and shareholder ownership percentages are management’s preliminary predictions subject to risks. Why it matters: This filing confirms PIPE capital mechanics and sponsor participation, verifying committed secondary funding ahead of the April 23, 2027 deadline. The documented $10.00 per share price and $8 million total specify additional capital injected prior to merger close, while the explicit trust waiver preserves public shareholder redemption entitlements without altering the $10.25 trust/share baseline noted in prior filings. Strict registration timelines and defined liquidated damages protect PIPE holder exit liquidity post-business combination. The Company provides contractual representations regarding IT security compliance, FCPA adherence, environmental permit status, and corporate solvency, though management does not quantify specific customer counts, historical revenue lines, or concrete market valuations in this submission. No amendments to the redemption schedule, trust disbursement mechanics, or extension options are reported.
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.
What changed: Routine Quarterly Report (Form 10-Q). The trust account balance grew to $60,960,574 from $60,429,224, pushing the estimated per-share redemption value to $10.16 from $10.07. The filing provides a quarterly update on the March 6, 2026 Business Combination Agreement with Goodvision AI Inc., confirming the merger targets a second-half 2026 closing and disclosing that the target reimbursed $94,000 in transaction-related expenses during the quarter. Why it matters: Demonstrates standard interest-driven accretion boosting the public shareholders' liquidity floor, while target-sourced expense reimbursement partially offsets SPAC operating burn. Confirms the acquisition timeline remains active without triggering the need for a combination period amendment or extension vote at this juncture.
trust account, combination deadline, redeemable shares +2nothing moved · 5 with no prior record of ours
- Trust account
- not previously extracted$61.0M
- Combination deadline
- not previously extracted2027-04-23
- Redeemable shares
- not previously extracted531K
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search on businesses in Asia, we are …not matched in this filing
The clause …“Inputs Inputs 2026 (Level 1) (Level 2) (Level 3) Assets: Cash and investments held in Trust Account $ 60,960,574 $ 60,960,574 $ — $ — Cash and cash equivalent 259,885 259,885 - - Quoted Significant Significant Prices in Other Other As”…
The clause …“capital was fully depleted upon completion of the IPO. The Company will have until April 23, 2027 to consummate a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the”…
The clause “Plus: Subsequent measurement of ordinary shares subject to possible redemption 531,350 Ordinary shares subject to possible redemption, as of March 31, 2026 $ 60,960,574 Income Taxes The Company follows the asset and liability method of”…
The clause …“of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit (Schedule 13G beneficial ownership report) filed by Barclays PLC. The provided excerpt lists only the filing type, SEC accession number [0000312069-26-000168], and the reporting holder (Barclays PLC). No share quantities, purchase dates, ownership percentages, or amendment flags appear in the text. Consequently, the filing does not modify redemption deadlines, trust value parameters, extension voting requirements, business combination execution status, or sponsor conduct. Why it matters: Barclays PLC’s filing establishes a reportable institutional position in Calisa Acquisition Corp., which signals portfolio-level monitoring ahead of the April 23, 2027 merger window. However, because the excerpt excludes the Schedule 13G body—including Item 4 (Purpose), Item 5 (Securities Interest), and Item 6 (Contracts/Arrangements)—investors cannot verify whether Barclays PLC plans to vote in favor of the deal, seek a trust extension, redeem shares at par, or engage in shareholder activism. Without those disclosed intentions or any substantive operating claims, this submission serves as a standard regulatory checkpoint rather than a catalyst for capital allocation or deadline management.
What changed: A confidential draft registration statement amendment (Form S-4) comprising a preliminary proxy statement and prospectus for an extraordinary general meeting to approve a business combination merger between Calisa Acquisition Corp ("ALIS") and Goodvision AI Inc. Per the proxy statement/prospectus, the March 6, 2026 Merger Agreement requires shareholder approval by special resolution to consummate the transaction. Why it matters: 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.
What changed: SEC Form 8-K reporting Item 1.01 (Entry Into a Material Definitive Agreement) and Item 3.02 (Unregistered Sales of Equity Securities) regarding a Subscription Agreement and Registration Rights Agreement related to the pending business combination between Calisa Acquisition Corp and Goodvision AI Inc. Filed on May 6, 2026, this 8-K discloses that on April 30, 2026, Calisa Acquisition Corp and Goodvision AI Inc. entered into a Subscription Agreement with an accredited investor. Pursuant to the agreement, the company will issue 100,000 Class A ordinary shares at a price of $10.00 per share for aggregate gross proceeds of $1 million. The sale is strictly contingent upon the substantially concurrent consummation of the Merger under the Business Combination Agreement dated March 6, 2026. The attached exhibits include a Registration Rights Agreement granting resale privileges and a Trust Waiver clause where the purchaser irrevocably waives any claims against the Trust Account, while expressly preserving public shareholder distribution rights. Section 4.7 of the Purchase Agreement mandates that proceeds be used for working capital and general corporate purposes prior to closing, explicitly barring use for debt repayment, litigation settlements, or share redemptions. Section 5.1 sets a hard termination deadline of April 23, 2027. Why it matters: 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.
What changed: Form 8-K Rule 425 written communication disclosing a Securities Purchase Agreement and a Registration Rights Agreement for a private placement of 100,000 Class A ordinary shares priced at $10.00 per share. On April 30, 2026, Calisa Acquisition Corp and Goodvision AI Inc. executed a subscription agreement with an accredited investor to issue 100,000 Class A ordinary shares at $10.00 per share for aggregate gross proceeds of $1 million. The closing is conditioned on the substantially concurrent consummation of the merger with Goodvision and the accuracy of Goodvision’s representations and warranties. According to the attached securities purchase agreement, Goodvision AI Inc. Chief Executive Officer Yi Wang executed the instrument; Calisa Acquisition Corp Chairwoman Na Gai countersigned; and Calisa Chief Executive Officer Hongfei Zhang signed the Form 8-K cover. The investor provided a Trust Waiver, irrevocably relinquishing any claims against Calisa’s Trust Account regardless of future contract or tort theories. Registration obligations mandate that Calisa file an initial resale registration statement on Form S-1 within 45 calendar days after the Business Combination closing, with effectiveness targeted by the 90th calendar day (or the 120th calendar day following a full Commission review). Failure to satisfy these filing or effectiveness windows triggers liquidated damages equal to 1.0% of the aggregate subscription amount, with unpaid balances accruing interest at 18% per annum. The base merger agreement retains a termination right if the transaction does not close on or before April 23, 2027. Why it matters: 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.
What changed: Form 8-K current report disclosing a Nasdaq Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard regarding the Company’s failure to maintain minimum shareholder counts. According to the filing, on April 30, 2026, Nasdaq notified Calisa Acquisition Corp that it is non-compliant with Listing Rule 5450(a)(2), which mandates a minimum of 400 total holders of ordinary shares for continued exchange listing. The Company is required to submit a compliance plan no later than June 15, 2026. Nasdaq states it may grant an extension of up to 180 calendar days from the notice date to demonstrate compliance, or the Company may appeal a rejection before a Nasdaq Hearings Panel. The Company explicitly states it intends to submit the plan by June 15, 2026. Hongfei Zhang, Chief Executive Officer, executed the report. The document also enumerates the registrant’s listed securities: units, ordinary shares with a par value of $0.000075 per share, and rights that each entitle the holder to one tenth of one ordinary share upon completion of the initial business combination. Why it matters: 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.
What changed: Draft Registration Statement on Form S-4 and accompanying proxy statement/prospectus for an extraordinary general meeting to vote on a proposed business combination merger between Calisa Acquisition Corp (ALIS) and Goodvision AI Inc. The filing confirms the execution of a Business Combination Agreement dated March 6, 2026, advancing the deal to the shareholder approval phase. Why it matters: 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.
What changed: Annual Report (Form 10-K) for the fiscal year ended December 31, 2025, reporting a subsequent Business Combination Agreement with GoodVision AI Inc. The filing reports the consummation of the Company's IPO on October 23, 2025, raising $60,000,000 in net proceeds deposited into a Trust Account. As of December 31, 2025, the Trust Account balance is $60,429,224, yielding a per-share redemption value of $10.07. Six million public shares are issued. The underwriters did not exercise the over-allotment option, resulting in the forfeiture of 300,000 Founder Shares held by sponsors. A Business Combination Agreement with GoodVision AI Inc. was entered into on March 6, 2026, post-fiscal year-end. Net income for FY2025 is $245,454, driven by interest income of $429,224 on the Trust, offset by $190,582 in formation and operating costs. Management discloses that disclosure controls were not effective as of December 31, 2025, due to a lack of segregation of duties. The independent auditor includes a going concern explanatory paragraph citing substantial doubt about the Company's ability to continue as a going concern. Why it matters: 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.
What changed: A Form 425 filing containing an Item 1.01 current report on Form 8-K, the full Business Combination Agreement, ancillary shareholder support and lock-up agreements, and a joint press release. On March 6, 2026, the registrant and Goodvision AI Inc. executed a definitive Business Combination Agreement to merge the target business. The agreement assigns an Enterprise Value of $180,000,000, translating to 18,000,000 SPAC Shares issuable to target shareholders, plus 3,600,000 Earnout Shares contingent on achieving net revenue exceeding $19.9 million for the fiscal year ended September 30, 2026 and $106.0 million for the fiscal year ended September 30, 2027, paired with stock price performance tests of a daily VWAP greater than or equal to $12.00 and $15.00 per share. In Section 4.9, the registrant represents the Trust Account held $60,612,303.89 as of January 31, 2026. The SPAC Board’s fairness opinion from Newbridge Securities indicates Goodvision’s aggregate fair market value constitutes at least 80% of the funds held in the trust account at signing. Covenants require the parties to seek subscription agreements for a Financing of $5,000,000, which operates as a hard condition to closing. The Termination Date remains April 23, 2027, but contractually extends to October 23, 2027 if the SEC has not declared the Registration Statement effective by the initial date. Concurrently, the SPAC Sponsor and supporting shareholders executed support and lock-up agreements restricting transfers for six months post-closing. Why it matters: 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.
What changed: Business Combination Agreement and accompanying ancillary agreements (sponsor support agreements, lock-up agreements, and joint press release). Per the Business Combination Agreement dated March 6, 2026, and the attached press release, Calisa Acquisition Corp (ALIS) and GoodVision AI Inc formally executed a merger pact under which Calisa Merger Sub will merge into GoodVision AI, leaving GoodVision AI as the surviving subsidiary. According to Section 2.1(a)(vii) and the press release, the agreed Enterprise Value is $180,000,000, meaning GoodVision AI shareholders will receive ALIS ordinary shares equivalent to that value. Section 2.1(b) of the agreement specifies up to 3,600,000 Earnout Shares payable if GoodVision AI achieves net revenues exceeding US$19.9 million for the fiscal year ended September 30, 2026 and US$106.0 million for the fiscal year ended September 30, 2027, each contingent on the daily VWAP reaching US$12.00 and US$15.00 respectively. Section 4.9 of the BCA states that as of January 31, 2026, the Trust Account contains at least $60,612,303.89. The press release attributes to GoodVision AI CEO David Wang the statement that the company was founded in 2019, serves customers in gaming, video, cross-border e-commerce, and crypto-tech sectors, and deploys the 'GoodVision AI Scheduling Platform' to route AI inference workloads across hybrid cloud and edge nodes, supported by partnerships including one with EdgeAI and redistribution channels for AWS, Google Cloud Platform, Alibaba Cloud, and Tencent Cloud. Section 7.1(c) establishes a Termination Date of April 23, 2027, automatically extending to October 23, 2027 if the SEC Registration Statement remains uneffective. Concurrently, the SPAC Sponsor (Alisa Group Limited and Calisa Holding LP) and key shareholders executed support agreements voting affirmatively and waiving anti-dilution rights, while lock-up provisions restrict transfers for six months post-closing. The BCA also notes a $5,000,000 private placement financing condition and records that Newbridge Securities issued a fairness opinion confirming the consideration is financially fair and the target meets at least 80% of the trust account value at signing. Why it matters: 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.
What changed: a Schedule 13G beneficial ownership report. Attributed to the filing, it identifies Karpus Management, Inc. as a holder but bears on neither redemption deadlines, trust value, extensions, deal progress, nor sponsor conduct. Why it matters: As a routine compliance exhibit regarding equity position, it carries no operational impact on SPAC mechanics, imposes no conditional obligations, and introduces no assertions about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: Form 8-K Current Report and Rule 425 Written Communication announcing a non-binding letter of intent for a proposed business combination. The filing reports that Calisa Acquisition Corp and GoodVision Inc. entered into a non-binding letter of intent. Mechanics governing the redemption deadline (April 23, 2027) and trust value ($10.25 per share per the provided parameters) remain unchanged. The document confirms standard early-stage deal mechanics: consummation requires completion of due diligence, negotiation of a definitive agreement, board and equity holder approvals, regulatory clearances, and customary conditions. No extension requests, sponsor conduct updates, cash tender offers, or revised redemption terms are disclosed. Why it matters: 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.
What changed: Form 8-K (Regulation FD Disclosure) publishing a joint press release announcing the execution of a non-binding letter of intent (LOI) for a potential business combination between Calisa Acquisition Corp (the SPAC) and GoodVision Inc. Deal progress has moved to the public LOI announcement phase. Both parties emphasize that no definitive agreement has been signed, and consummation is not assured. The filing outlines standard pre-close conditions: satisfactory due diligence, negotiation of definitive agreements, board and shareholder approvals, and regulatory consents. No changes to the SPAC’s trust account structure, redemption thresholds, charter extension provisions, or sponsor promotional terms are reported. All target-specific claims—including founding in 2019; service offerings spanning multi-cloud professional services, cloud redistribution, AI computing, and hybrid cloud-edge infrastructure; customer verticals (gaming, video, cross-border e-commerce, crypto-related technology); geographic operations (U.S. headquarters, plus Japan, Berlin, Singapore, and other Asian regions); historical reliance on reselling capacity from Google Cloud Platform, Amazon Web Services, Alibaba Cloud, and Tencent Cloud; strategic pivot to an AI-focused hybrid cloud/edge platform; proprietary GoodVision AI Scheduling Platform for routing/inference optimization across large language models and edge devices; integration of closed-source and open-source models to lower costs and latency while meeting data-privacy mandates; planned expansion into GPU-based inference clusters and edge nodes; partnership with EdgeX for distributed-edge computing; and long-range objective to build a global AI computing distribution network—are provided solely by GoodVision. Calisa expressly disclaims independent verification of these statements and assumes no obligation to update them. Why it matters: 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.
What changed: A Form 10-Q quarterly report for the period ended September 30, 2025, which includes extensive disclosures regarding a subsequent Event—the consummation of an Initial Public Offering (IPO) on October 23, 2025. The filing reports the completion of the company's IPO on October 23, 2025, selling 6,000,000 Units at $10.00 per Unit for $60,000,000 in gross proceeds, all deposited into a Trust Account. Simultaneously, the company sold 252,500 Private Placement Units to its Sponsors and EarlyBirdCapital, Inc. (EBC) for $2,525,000. On October 27, 2025, the underwriters terminated their over-allotment option, triggering the forfeiture of 300,000 Founder Shares held by the Sponsors. Prior to the IPO, the company reported a working capital deficit of $252,875 and net losses of $84,486 for the nine months ended September 30, 2025. Additionally, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective at a reasonable assurance level as of September 30, 2025. Why it matters: 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.
What changed: A Form 8-K Current Report accompanied by a press release (Exhibit 99.1) serving as a routine post-IPO administrative listing notice. The filing reports that, commencing on or about November 19, 2025, Calisa Acquisition Corp unit holders will be able to separately trade the ordinary shares and rights embedded in their units. Per the press release, separated ordinary shares will list under “ALIS,” rights under “ALISR,” and unseparated units will retain symbol “ALISU” on Nasdaq Global Market. The document specifies that ordinary shares have a par value of $0.000075 per share and each right confers the entitlement to one-tenth of one ordinary share upon completion of the company’s initial business combination. The company further states that no fractional rights will be distributed, only whole rights will trade, and unit holders must direct their brokers to contact transfer agent Continental Stock Transfer & Trust Company to initiate the separation. Why it matters: This filing updates the mechanical trading architecture of the securities but does not alter the tracked $10.25 per share trust balance, the April 23, 2027 business combination deadline, or existing redemption mechanics. Strategically, the attached press release reiterates that the registrant, a Cayman exempt blank check company, intends to focus its search on businesses throughout Asia. Chief Executive Officer Hongfei Zhang is listed as the company contact. For investors monitoring deal progress or extension timelines, this confirmation means independent liquidity for shares and rights will soon be available if investors elect to separate units, which could shift secondary-market trading volume ahead of any definitive merger agreement or shareholder vote. The filing contains no claims regarding customers, revenue, market size, technology, partnerships, litigation, or sponsor conduct changes.
What changed: Current Report on Form 8-K confirming the consummation of an initial public offering and a simultaneous private placement, accompanied by an audited balance sheet, independent auditor report, and a corporate press release. The registrant's filing discloses that on October 23, 2025, Calisa Acquisition Corp completed its IPO of 6,000,000 Units priced at $10.00 per Unit, generating $60,000,000 in gross proceeds. Simultaneously, the company sold 252,500 Private Placement Units to sponsors Alisa Group Limited and Calisa Holding LP, and underwriter representative EarlyBirdCapital, Inc., at $10.00 per unit, raising $2,525,000. The filing states that $60,000,000 of combined proceeds was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, with disbursements restricted until a business combination, shareholder-approved amendments, or mandatory redemption after 18 months. According to the registration statement terms reported in the filing, the underwriters exercised a 45-day over-allotment option for up to 900,000 units, which they formally terminated on October 27, 2025. As a result, the registrant will cancel and forfeit 300,000 founder shares held by the sponsors. Each public unit comprises one ordinary share and one right convertible to one-tenth of a share upon completion of an initial business combination, with the filing explicitly noting rights expire worthless if the company cannot consummate a transaction within the required timeframe. Why it matters: 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.
What changed: A Form 4 insider ownership report filed on 2025-10-28 detailing a post-transaction securities disposition by an identified reporting person. According to the Form 4, on 2025-10-27 reporting person Zhang Dahe, listed as a 10% owner, disposed of 99,000 shares at $0 to the issuer. Following this transfer, the document states Zhang Dahe owns 723,525 shares. Why it matters: This filing does not adjust the stated trust/share value of $10.25, the 2027-04-23 combination deadline, or any published merger terms. A zero-dollar disposition to the issuer typically signals an administrative or compensation mechanism—such as restricted stock forfeiture, performance award settlement, or share payment adjustment—but the filing attributes no rationale to the transfer. Because the transaction affects a 10% insider rather than public float shareholders, it does not drain the cash reserve available for redemptions, nor does it trigger extension mechanics or alter the announced deal progress. No statements from management, sponsors, or the issuer in the document address customer metrics, revenue forecasts, technology roadmaps, partnership developments, or litigation posture. While it updates an insider’s equity footprint, the absence of explanatory notes or timeline references limits its utility for tracking redemption behavior, trust preservation, or sponsor conduct relative to the business combination window.
What changed: A Schedule 13D beneficial ownership report filed on October 28, 2025, documenting a person or group crossing the five-percent regulatory threshold for Calisa Acquisition Corp (ALIS). The provided excerpt contains only the filing header and a technical note that the 'Structured holder table not present in this XML variant.' No share quantities, percentage changes, filer identities, acquisition sources, or stated purposes are disclosed. The filing registers a formal change in beneficial ownership status, which automatically intersects with the SPAC’s announced deal phase, trust composition, and scheduled liquidation timeline. Why it matters: 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.
What changed: Schedule 13D beneficial ownership report [CIK 0001981748-25-000002]. This document is a routine compliance exhibit—a Schedule 13D beneficial ownership report. The text states that the structured holder table is not present in this XML variant and therefore reports no update to the April 23, 2027 redemption deadline, the stated $10.25 trust per share, merger transaction progress, or sponsor conduct. Bearing on other substance, no chief executive, sponsor affiliate, target company representative, or filing party attributes any claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel to themselves or others in this excerpt. Why it matters: 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.
What changed: This document is a Form 8-K/A Amendment No. 1 (a routine compliance exhibit) filed by Calisa Acquisition Corp. to correct a procedural omission from its October 23, 2025 Current Report. The amendment restates Item 1.01 and attaches Exhibit 1.2, the Business Combination Marketing Agreement dated October 21, 2025, which was mistakenly omitted in the prior submission. Reporting on deal mechanics and trust fund exposure, the newly appended agreement contracts EarlyBirdCapital, Inc. to assist with transaction structuring, negotiation, shareholder meetings, investor introductions, and regulatory filing preparation. As executed by Chief Executive Officer Hongfei Zhang, EarlyBirdCapital receives a 3.5% transaction fee based on IPO gross proceeds (structured as 1.5% cash and 2.0% convertible notes at the Company’s option) plus a 1.0% finder’s fee on Total Consideration if the advisor sources the acquisition target. Both fees and reimbursable expenses capped at $20,000 (with aggregate line items over $5,000 requiring prior written approval) are contractually obligated to be paid at closing directly from the Trust Account. The finder’s fee cannot be disbursed until 60 days after the Registration Statement effective date unless FINRA determines earlier payment avoids classification as underwriters’ compensation under Rule 5110.01. Per Section 5 terms disclosed by the registrant, if no business combination closes, EarlyBirdCapital explicitly waives all claims to the Trust Account. Under Annex I indemnification provisions agreed to by both entities, the Company assumes defense costs and liabilities for the advisor, excluding losses judicially determined to result from the advisor’s gross negligence or willful misconduct. Why it matters: 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.
What changed: SEC Form 4 insider ownership report. Reporting persons Gai Na (Director, Chairwoman, 10% owner) and Alisa Group Ltd. (10% owner) disposed of 201,000 shares to Calisa Acquisition Corp. on 2025-10-27 at a price of $0 per share. Following the transaction, Gai Na retains 1,468,975 shares. Why it matters: 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.
What changed: An amended Form 3, which is an SEC routine compliance exhibit functioning as an insider ownership report. This filing reports that reporting person Zhang Dahe holds 822,525 shares indirectly and identifies him as a 10% owner. It contains no transactions, no amendments to trust account procedures, no redemption notices, no extension vote schedules, no updates to the business combination timeline, and no alterations to sponsor conduct protocols. Why it matters: The disclosed 822,525 indirect share count and Zhang Dahe’s self-designated 10% ownership label establish a reported baseline for insider equity retention. Because this is a static ownership declaration rather than a corporate action or prospectus filing, it does not mechanically accelerate, delay, or restructure the merger timeline or shareholder liquidity windows. Investors tracking deal execution risk, sponsor alignment, and capital commitment stability may reference this disclosed position as a benchmark before reviewing subsequent Forms 4 trades or definitive proxy materials, but the filing itself carries no immediate mechanical trigger for redemption or trust distribution events.
What changed: Form 8-K announcing the pricing and effectiveness of an initial public offering (IPO). According to the Company's press release and the Underwriting Agreement attached to the filing, the Registration Statement on Form S-1 became effective on October 20, 2025, and the IPO was priced at $10.00 per unit, generating $60,000,000 in gross proceeds. Trading of the units began on October 22, 2025. The Underwriting Agreement specifies that $60,000,000 will be deposited into the Trust Account on the Closing Date, with additional funds required if the underwriters exercise their 45-day over-allotment option to maintain a value of $10.00 per Public Share. Approximately $600,000 of the proceeds will be retained outside the Trust to fund working capital requirements. Why it matters: 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: Routine SEC Form 3/A compliance exhibit. Reported by Gai Na and Alisa Group Ltd in the Form 3/A filing, Director and Chairwoman of the Board Gai Na holds a 10% ownership stake alongside Alisa Group Ltd, with the filing listing an indirect holding of 1,669,975 shares. It contains no references to changes in the merger agreement, redemption deadlines, trust account adjustments, extension requests, or sponsor conduct protocols. Why it matters: This equity snapshot leaves the SPAC’s mechanics unchanged: the trust remains at $10.25 per share, the redemption deadline stays at 2027-04-23, and the deal progression proceeds on its existing track. By documenting baseline insider and sponsor concentration through a standard ownership report, it confirms the voting weight behind the announced business combination but provides no procedural updates, trust value shifts, or timeline extensions for investors tracking the redemption window.
What changed: Form 424B4 prospectus for an initial public offering of 6,000,000 units by Calisa Acquisition Corp. None. This is a primary issuance filing establishing baseline mechanics rather than modifying prior terms. According to the prospectus, public shareholders retain the right to redeem shares upon completion of an initial business combination or upon a failed attempt to complete one within 18 months of closing. Why it matters: According to the prospectus, the document establishes the operational and legal framework for a blank check company targeting Asian markets while explicitly noting that no specific business combination candidate has been selected and no substantive discussions are underway. Management attributes its strategic focus to extensive professional networks in the People’s Republic of China, but repeatedly warns that this geographic orientation introduces severe regulatory uncertainties. Specifically, the filing discloses that CFIUS could block U.S.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.