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BCS

Current Report · Items 7.01, 9.01 · 8-K

Calisa Acquisition Corp

ALISNASDAQEQUITYCurrent

Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. As previously disclosed, on March 6, 2026, Calisa Acquisition Corp, a Cayman Islands exempted company (the “ Company ”), entered into an Business Combination Agreement (the “ BCA ”) with Calisa Merger Sub, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“ Merger Sub ”), and Goodvision AI Inc., a Cayman Islands exempted co…

Filed Oct 6, 2026Accepted Oct 6, 2026, 5:00 PM EDTCIK 2026767Accession 0001493152-26-045978
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Company context

Current securities

Recent company filings

  1. Entry into a Material Definitive AgreementOct 13, 2026
  2. Submission of Matters to a Vote of Security HoldersOct 8, 2026
  3. 425 filingOct 6, 2026
  4. 425 filingSep 21, 2026
  5. Entry into a Material Definitive AgreementSep 21, 2026

Registered securities in this filing

CALISA ACQUISITION CORP · 8-K · Filed 2026-10-06

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Units, each consisting of one ordinary share and one right

Symbol
ALISU
Exchange
NASDAQ
Classification
UNIT
Status
Current
Filing context

Context: From2026-10-052026-10-05_custom_UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember

Dimensions: us-gaap:StatementClassOfStockAxis

Ordinary Shares, par value $0.000075 per share

Symbol
ALIS
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: From2026-10-052026-10-05_custom_OrdinarySharesParValue0.000075PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Rights, each entitling the holder to one tenth of one ordinary share upon the completion of the Company’s initial business combination

Symbol
ALISR
Exchange
NASDAQ
Classification
RIGHT
Status
Current
Filing context

Context: From2026-10-052026-10-05_custom_RightsEachEntitlingHolderToOneTenthOfOneOrdinaryShareUponCompletionOfCompanysInitialBusinessCombinationMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000149315226045978 · 3 registered-security cover members

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Disclosure sections

Items 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. As previously disclosed, on March 6, 2026, Calisa Acquisition Corp, a Cayman Islands exempted company (the “ Company ”), entered into an Business Combination Agreement (the “ BCA ”) with Calisa Merger Sub, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“ Merger Sub ”), and Goodvision AI Inc., a Cayman Islands exempted company (“ Goodvision ”). Pursuant to the terms of the BCA, Merger Sub will merge with and into Goodvision (the “ Merger ”), with Goodvision surviving the Merger as a direct, wholly owned subsidiary of the Company in accordance with the Companies Act (As Revised) of the Cayman Islands, as amended. On October 5, 2026, Goodvision issued a press release relating to two collaboration agreements it has entered into. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Also attached as Exhibit 99.2 to this Current Report is an investor presentation regarding Goodvision and the transaction that the parties may use to discuss with investors. The information set forth in this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward Looking Statements Neither the Company, Goodvision nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report is not intended to be all-inclusive or to contain all the information that a person may desire in considering the proposed transactions discussed herein, and it is not intended to form the basis of any investment decision or any other decision in respect of the proposed transactions. This Current Report and the exhibits filed or furnished herewith include certain “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed transaction between the Company and Goodvision. These forward-looking statements generally are identified by words and phrases such as “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “would,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” “strategy” and similar expressions. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause such differences include, among other things, the risk that the benefits of the Business Combination may not be realized; the risk that the Business Combination may not be completed in a timely manner or at all; the amount of redemption requests made by the Company’s public shareholders; the failure to satisfy the conditions to the consummation of the Business Combination; the ability to meet applicable stock exchange listing standards following the Business Combination; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be initiated following consummation of the Business Combination; costs related to the Business Combination; changes in applicable laws or regulations; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the definitive proxy statement/prospectus described below. The Company and Goodvision caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither the Company nor Goodvision undertakes or accepts any obligation to publicly update or revise any forward-looking statements to reflect any change in expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by applicable law. Additional Information and Where to Find It In connection with the proposed Business Combination, the Company has filed with the SEC a registration statement on Form S-4 (File No. 333-296926), which includes a proxy statement/prospectus (the “Registration Statement”). The Registration Statement was declared effective by the SEC on September 11, 2026, and the Company has filed the definitive proxy statement/prospectus with the SEC. The Company also will file other documents regarding the proposed Business Combination with the SEC. This Current Report does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GOODVISION, THE COMPANY, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and securityholders may obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders may obtain free copies of the documents filed with the SEC by directing a written request to the Company at 205 W. 37th Street, New York, New York 10018. Participants in the Solicitation The Company, Goodvision and certain of their respective directors, executive officers and employees may be considered to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Business Combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company’s shareholders in connection with the Business Combination, including a description of their respective direct and indirect interests, by security holdings or otherwise, is included in the definitive proxy statement/prospectus. Additional information regarding the Company’s directors and executive officers can also be found in the Company’s filings with the SEC. These documents are available free of charge as described above. No Offer or Solicitation This Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Description No. ─────────────────────────────────────────────────────────────────────────────────────── 99.1 Press release. 99.2 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Filed exhibits (2)
EX-99.1 (by filename) ex99-1.htm

Exhibit 99.1 GoodVision AI Enters into Two Collaboration Agreements: 15MW Modular Factory with TDTC and 100-Node Inference Pilot with Hop Global Redwood City, CA, October 5, 2026 - GoodVision AI (“GoodVision”), a developer of next-generation AI compute infrastructure purpose-built for inference, today announced further progress in its U.S. AI infrastructure strategy through separate collaboration agreements with Tokenomics Digital Tech Corp. (“TDTC”) and HOP Global Service Inc. (“HOP Global”) in Texas. The two initiatives represent complementary deployment paths within GoodVision’s U.S. AI data center (“AIDC”) and inference infrastructure strategy. The TDTC collaboration focuses on the development of dedicated modular AI Factory infrastructure, while the HOP Global project is designed to validate a lighter and more flexible deployment model based on smaller AI inference clusters that can be expanded incrementally. By expanding GoodVision’s physical AIDC footprint in the U.S., these collaborations are aimed at providing a strong infrastructure anchor for the deployment and commercialization of GoodVision AI’s software capabilities, including its Smart Routing Engine. Together, t…

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