Calisa Acquisition Corp: Annual Update

I’ve put together this guide to help you understand how Calisa Acquisition Corp performed this year. My goal is to turn complex filing language into simple terms so you can decide if this investment fits your goals.

1. What does this company do?

Calisa is a "blank check" company, or a Special Purpose Acquisition Company (SPAC). It doesn’t make products or provide services. Instead, it holds about $60.4 million in a trust account from its initial public offering. You aren’t investing in a business yet. You are providing cash to a team tasked with finding and buying a private company to take it public.

2. Major News: A Target Identified!

Calisa has moved from the search phase to the deal phase. On March 6, 2026, Calisa agreed to merge with GoodVision AI Inc., a company that builds computer vision software for logistics. Calisa will buy 100% of GoodVision AI. The deal should close in late 2026. The new company will be renamed "GoodVision Technologies" and trade on the NASDAQ.

3. Financial Health: The "Waiting Room"

Calisa has no commercial operations. Its only activity is managing the trust account and paying for merger research.

• The Trust Account: As of December 31, 2025, the account holds $60,412,890 in short-term U.S. Treasury securities.
• Profit vs. Loss: In 2025, the company reported a $245,454 profit, compared to a $79,422 loss in 2024. This profit came from $436,036 in interest earned on the trust account, minus $190,582 in administrative costs.
• Operating Costs: Administrative costs rose to $190,582 in 2025. This 140% increase covers the legal and consulting fees needed to research GoodVision AI and prepare the merger paperwork.

4. The "Redemption" Rules: Your Exit Strategy

If you don’t like the GoodVision AI merger, you can ask for your money back. You get a portion of the trust account regardless of how you vote.

• The Process: To get your money back, vote against the merger (or abstain) and send your shares to the transfer agent at least two days before the shareholder meeting.
• The 15% Limit: To keep the deal stable, no single investor or group can redeem more than 15% of the 6,000,000 public shares. This prevents large investors from blocking the deal to demand better terms.
• The Cash Floor: The deal requires at least $5,000,001 in cash to remain after all redemptions. If too many people redeem their shares, the merger will be canceled, and the trust account will be returned to shareholders.

5. Key Risks

• The "Going Concern" Warning: Auditors warned that the company might not continue if the merger fails. If the deal isn't done by September 30, 2026, the company must close and return your money.
• Founder Incentives: Management bought 1,500,000 "founder shares" for only $25,000. Because their cost is so low, they are motivated to finish any deal to keep their shares from expiring, even if the deal isn't great for you.
• The "Rights" Trap: If you hold "rights," be careful. These are highly speculative. They give you a fraction of a share if the merger happens, but they become worthless if it doesn't.

6. Future Outlook

The company is preparing an S-4 filing for the SEC. This document will show GoodVision AI’s financial data, revenue growth, and spending. Watch the SEC website for this filing. It will help you decide if GoodVision AI is worth the $60 million investment.

Investor Tip: Before making your final decision, keep a close eye on the upcoming S-4 filing. That document will contain the specific financial details of GoodVision AI, which is the most important piece of information for determining the long-term value of your investment.