Welcome to our dedicated page for Calisa Acquisition SEC filings (Ticker: ALIS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Calisa Acquisition Corp filings document the reporting profile of a SPAC issuer, including material-event reports, security-structure disclosures, governance matters, shareholder voting topics, and capital-structure updates. The company's public-company records describe its Cayman Islands organization, blank-check purpose, Nasdaq-listed ordinary shares, rights and unit structure, and disclosures associated with an initial business combination.
Form 8-K disclosures also cover material agreements, operating and financial results, risk factors, and listing-compliance matters, including Nasdaq continued-listing standards for the company's ordinary shares. These filings frame ALIS as a blank-check issuer whose formal disclosures center on its securities, governance, public listing status, and business-combination process.
Calisa Acquisition Corp, a blank check company, reported a modest net loss of $53,287 for the quarter ended March 31, 2026. The loss was driven by $588,017 of formation and operating costs, partly offset by $534,730 of interest earned on the $60,960,574 held in its Trust Account.
Cash outside the Trust Account was $259,885, available to fund operating needs while Calisa pursues its initial business combination. Management disclosed that mandatory liquidation by April 23, 2027 if no deal is completed raises substantial doubt about the company’s ability to continue as a going concern.
On March 6, 2026, Calisa entered into a Business Combination Agreement with Goodvision AI Inc. Under this deal, Goodvision shareholders will receive 18,000,000 Calisa ordinary shares in total (allocated on a fully diluted basis), plus up to 3,600,000 additional earnout shares tied to ambitious revenue targets and future share price performance.
Barclays PLC reports beneficial ownership of 629,321 shares (7.46%) of Calisa Acquisition Corp common stock. The filing lists 283,449 shares as sole voting and dispositive power and 345,872 as shared voting and dispositive power. The schedule is signed by a director on 05/14/2026.
Calisa Acquisition Corp agreed to a $1.0 million private subscription to fund its planned merger with Goodvision AI. On April 30, 2026 the company entered a Subscription Agreement to issue 100,000 Class A ordinary shares at $10.00 per share to an accredited investor; closing is contingent upon the substantially concurrent consummation of the Merger and accuracy of Goodvision's representations. The investor will receive registration rights under a Registration Rights Agreement.
Calisa Acquisition Corp entered a Subscription Agreement with an accredited investor tied to its planned merger with Goodvision AI Inc. Immediately before and contingent on closing the merger, Calisa will issue 100,000 Class A ordinary shares at $10.00 per share for $1 million in gross proceeds.
The investor receives registration rights for these shares under a separate registration rights agreement. The issuance relies on private-offering exemptions under Section 4(a)(2) and Regulation S and/or Regulation D of the Securities Act and will close only if the business combination is completed and specified conditions are satisfied.
Calisa Acquisition Corp reported receiving a Nasdaq notice on April 30, 2026 stating it is not in compliance with Nasdaq Listing Rule 5450(a)(2), the Minimum Total Holders Rule requiring at least 400 total holders of its ordinary shares for continued listing.
The company must submit a plan to regain compliance to Nasdaq by June 15, 2026. If Nasdaq accepts this plan, Calisa may receive up to 180 calendar days from the notice date to demonstrate compliance. If the plan is not accepted, the company can appeal to a Nasdaq Hearings Panel, and it intends to submit a plan by the stated deadline.
Calisa Acquisition Corp files its annual report outlining its structure as a Cayman Islands SPAC focused on completing an initial business combination, primarily targeting businesses in Asia. The company completed an IPO of 6,000,000 units at $10.00 each, plus a private placement of 252,500 units at $10.00, and placed $60,000,000 into a U.S. trust account.
Founders initially received 2,300,000 founder shares after a forward split, of which 300,000 were later forfeited when underwriters did not exercise their over‑allotment option. As of March 25, 2026, 8,427,500 ordinary shares were issued and outstanding.
The report describes shareholder redemption mechanics, the April 23, 2027 deadline to complete a business combination, and extensive risk factors, including going concern uncertainty, intense competition among SPACs, complex PRC‑related regulatory risks, and potential excise tax exposure if the structure changes.
Calisa Acquisition Corp entered into a Business Combination Agreement to merge its wholly owned Merger Sub into Goodvision AI Inc., under which Goodvision will become a wholly owned subsidiary and its shareholders will receive SPAC shares as merger consideration. The Per Share Merger Consideration equals 18,000,000 divided by the number of fully diluted Goodvision shares outstanding. An aggregate of 10% of those SPAC Shares will be held as Escrow Shares for indemnity for 12 months (with limited claim thresholds and caps). The deal includes 3,600,000 Earnout Shares payable on revenue and market-price milestones: 1,800,000 shares if Goodvision posts net revenue > $19.9 million for fiscal year ended September 30, 2026 and the SPAC VWAP ≥ $12.00 for 20 of 30 trading days (within a defined post-closing window); and 1,800,000 shares for net revenue > $106.0 million for fiscal year ended September 30, 2027 and SPAC VWAP ≥ $15.00 on a similar trading-day test. The Parties expect closing in the second half of 2026, subject to shareholder approvals, effectiveness of the Registration Statement (Form S-4), completion of a $5,000,000 financing subscription effort, and NASDAQ listing approval. The agreement includes customary representations, covenants, termination rights (including a Termination Date of April 23, 2027, extendable to October 23, 2027 under a specified SEC-filing condition), lock-ups, support agreements, and a post-closing equity incentive plan reserve of 5% of outstanding Company ordinary shares.
Calisa Acquisition Corp agreed to merge with Goodvision AI Inc., a global cloud-computing and AI-infrastructure provider. Goodvision shareholders will receive 18,000,000 Calisa ordinary shares, with 10% held as escrow shares to secure indemnification obligations, and may earn up to an additional 3,600,000 earnout shares tied to performance.
Earnout shares are split equally between two targets: net revenue above $19.9M for the fiscal year ended September 30, 2026 with a $12.00 share-price trigger, and net revenue above $106.0M for the fiscal year ended September 30, 2027 with a $15.00 share-price trigger. The parties plan a $5,000,000 financing, will file a Form S-4 to seek shareholder approvals, and expect closing in the second half of 2026 subject to customary conditions and Nasdaq listing approval.
Karpus Management, Inc., doing business as Karpus Investment Management, has filed a Schedule 13G reporting a passive ownership stake in Calisa Acquisition Corp common stock. Karpus reports beneficial ownership of 500,375 shares, representing 5.94% of the outstanding common shares.
Karpus, a New York investment adviser, has sole voting and sole dispositive power over these shares, which are held in accounts it manages. The firm certifies the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of Calisa Acquisition Corp.
Calisa Acquisition Corp reported that it has signed a non-binding letter of intent with GoodVision Inc., a global cloud-computing and AI-infrastructure solutions provider, for a potential business combination. This is an early-stage indication of interest rather than a definitive merger agreement.
The companies emphasize that there is no assurance a definitive agreement will be reached or that any transaction will be completed. Any deal would depend on due diligence, negotiating and signing a definitive agreement, board and equity holder approvals, regulatory clearances, and other customary conditions. If a definitive agreement is eventually signed, Calisa expects to file a Form S-4 registration statement and proxy statement/prospectus with the SEC for its shareholders.