ALIS · Calisa Acquisition Corp

Summary

Calisa Acquisition Corp entered into a Business Combination Agreement on March 6, 2026, with Calisa Merger Sub and Goodvision AI Inc., pursuant to which Merger Sub will merge with Goodvision, with Goodvision surviving as a wholly owned subsidiary. Goodvision shareholders will receive 18 million SPAC Shares valued at $180 million, subject to shareholder approvals and closing conditions expected in the second half of 2026.

Key takeaways

• Executed Business Combination Agreement on March 6, 2026, between Calisa Acquisition Corp, Calisa Merger Sub, and Goodvision AI Inc.
• Merger consideration: 18,000,000 SPAC Shares (Per Share Merger Consideration = 18M / fully diluted Goodvision Shares).
• 10% of merger shares (Escrow Shares) held in escrow for 12 months to secure Goodvision shareholder indemnification obligations.
• Earnout Shares: 1.8M if FY2026 net revenue >$19.9M and SPAC VWAP >=$12 for 20/30 days; additional 1.8M if FY2027 revenue >$106M and VWAP >=$15.
• Closing conditions include shareholder approvals, Registration Statement effectiveness, $5M Financing consummation, and NASDAQ listing approval.
• Termination date April 23, 2027, extendable to October 23, 2027 if Registration Statement not effective.