Calisa Acquisition Corp 8-K

What Happened

• Calisa Acquisition Corp (ALIS) filed an 8-K on March 9, 2026 reporting that on March 6, 2026 it entered a Business Combination Agreement (BCA) to merge its wholly owned Merger Sub into Goodvision AI Inc. At closing Goodvision would become a wholly owned subsidiary and Goodvision shareholders will receive SPAC ordinary shares as merger consideration. The transaction is expected to close in the second half of 2026 and is subject to shareholder approvals, an effective Form S-4 registration statement, completion of a financing and Nasdaq listing approval.

Key Details

• Consideration structure: Goodvision shareholders receive SPAC Shares equal to 18,000,000 divided by Goodvision’s fully diluted shares (Per Share Merger Consideration). 10% of the SPAC Shares issuable will be held as Escrow Shares for indemnity.
• Earnout: Up to 3,600,000 additional SPAC Shares — 1,800,000 if FY 2026 revenue > $19.9M and SPAC VWAP ≥ $12 for 20 of 30 trading days in the specified window; 1,800,000 if FY 2027 revenue > $106.0M and VWAP ≥ $15 under similar conditions.
• Financing & timing: Parties will seek subscription agreements for a $5.0M Financing. Targeted Closing in H2 2026; BCA terminates April 23, 2027 (auto-extended to Oct 23, 2027 if S‑4 not effective).
• Protections & governance: Board unanimously approved and recommended the BCA; Newbridge Securities provided a fairness opinion. Escrow Shares held 12 months secure indemnity (deductible $10K; threshold $100K); customary lock-ups (6 months) and registration rights planned.

Why It Matters

• This is a SPAC business combination that will transition Calisa from a blank‑check vehicle into an operating company owning Goodvision’s cloud and AI infrastructure business. Key investor considerations include the earnout milestones (revenue and stock-price based), the relatively small financing target ($5M), escrow/indemnity mechanics that can limit near-term dilution, and the need for S‑4 effectiveness and Nasdaq approval before closing. Retail investors should watch forthcoming proxy/S‑4 disclosures for full financials, dilution details, timing, and risks.