ALIS 8-K
Calisa Acquisition Corp (ALIS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| N/A | ||||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 7.01. | Regulation FD Disclosure. |
On July 16, 2026, GoodVision AI Inc. (“Goodvision”), which has entered into a Business Combination Agreement (the “BCA”) with Calisa Acquisition Corp, a Cayman Islands exempted company (the “Company”), issued a press release announcing the establishment of its first next-generation AI Factory in Japan. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 7.01, including the exhibit, is 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
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. 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. 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, including statements regarding the benefits of the Transaction, Goodvision’s or the Company’s expectations with respect to future performance, the addressable market for Goodvision’s solutions and services, capitalization of Goodvision after giving effect to the Transaction, the percentage of the Company’s shareholders’ ownership interest in the equity of the combined company following the closing of the Transaction, the anticipated timing of the Transactions, the business of Goodvision and the markets in which it operates. The Company’s and Goodvision’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words “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 are intended to identify such forward-looking statements.
Forward-looking statements are their managements’ current predictions, projections and other statements about future events that are based on current expectations and assumptions available to Goodvision and the Company, and, as a result, are subject to risks and uncertainties. Any such expectations and assumptions, whether or not identified in this Current Report should be regarded as preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s and Goodvision’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the risk that the benefits of the Merger may not be realized; the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; the amount of redemption requests made by the Company’s public shareholders and the failure to satisfy the conditions to the consummation of the Merger, including the failure of the Company’s shareholders to approve and adopt the Merger; the ability to meet stock exchange listing standards following the consummation of the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA; the outcome of any legal proceedings that may be initiated following announcement of the Merger; the risk that the proposed Transaction disrupts current plans and operations of Goodvision as a result of the announcement and consummation of the Merger; the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; costs related to the Merger; risks associated with changes in applicable laws or regulations applicable to Goodvision’s operations; the possibility that the combined company may be adversely affected by other economic, geopolitical, business, and/or competitive factors; negative perceptions or publicity of Goodvision; the impact of adverse public health developments; and other risks and uncertainties that will be detailed in the Registration Statement and as indicated from time to time in the Company’s filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
The Company and Goodvision caution that the foregoing list of factors is not exclusive. 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 undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement filed by the Company with the SEC, and other documents filed by the Company and/or Goodvision from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements in this Current Report are qualified by these cautionary statements. Goodvision and the Company assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Neither Goodvision nor the Company gives any assurance that either Goodvision or the Company will achieve its expectations. The inclusion of any statement in this Current Report does not constitute an admission by Goodvision or the Company or any other person that the events or circumstances described in such statement are material.
Additional Information and Where to Find It
In connection with the proposed Transaction between Goodvision and the Company, the Company has filed with the SEC the Registration Statement which includes the Proxy Statement / Prospectus. After the registration statement is declared effective, the Company plans to mail the definitive Proxy Statement / Prospectus to all the Company shareholders as of a record date to be established for voting on the proposed transaction. The Company also will file other documents regarding the proposed transaction with the SEC. This Current Report does not contain all the information that should be considered concerning the proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT / PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GOODVISION, THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the Proxy Statement / Prospectus (when available) and all other relevant documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC by directing a written request to the Company at the address set forth above.
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 proposed Transaction. Information about the Company’s directors and executive officers and their ownership of the Company’s securities is set forth in the Company’s filings with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of the Company in connection with the proposed transaction, including a description of their respective direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement / Prospectus described above when it is filed with the SEC. Shareholders, potential investors and other interested persons should read the Proxy Statement / Prospectus carefully when it becomes available before making any voting or investment decisions. Additional information regarding the Company’s directors and executive officers can also be found in the Company final prospectus dated October 21, 2025. These documents are available free of charge as described above.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, Goodvision or the combined company resulting from the proposed transaction, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. This Current Report is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction in where such distribution or use would be contrary to local law or regulation.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 17, 2026
| CALISA ACQUISITION CORP | ||
| By: | /s/ Hongfei Zhang | |
| Name: | Hongfei Zhang | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
GoodVision AI to Build 100 MW AI Factory in Japan via Strategic Partnership with AI Storm
Flagship Deployment in Fukushima Anchors Scalable, High-Performance AI Infrastructure Buildout
REDWOOD CITY, Calif.--(BUSINESS WIRE)--GoodVision AI (“GoodVision”), a developer of next-generation AI compute infrastructure purpose-built for inference, today announced the establishment of its first next-generation AI Factory in Japan following the signing of a strategic cooperation agreement with AI Storm Co., Ltd. (Tokyo Stock Exchange: 3719) (“AI Storm”), a Japan-based business and IT consulting company, to jointly develop, deploy, and commercialize high-performance AI infrastructure in Japan.
AI Factory Japan Project Overview
The partnership establishes GoodVision’s foothold in Japan’s rapidly expanding AI infrastructure market, beginning with a flagship AI Factory in Fukushima.
The initial phase of the project will consist of a 2-megawatt (“MW”) liquid-cooled deployment supporting a cluster of 72 NVIDIA B300 servers with more than 500 GPUs, delivering high-density, enterprise-grade AI inference capacity, with the facility expected to be completed and operational within three months.
Through the initial project, GoodVision anticipates establishing a replicable commercial model for larger-scale AI Factory buildouts in Japan and other international markets.
Combining GoodVision’s leading AI infrastructure integration capabilities with AI Storm’s local market presence and enterprise service expertise, the partners plan to expand AI Factory capacity across Japan, with the Fukushima site serving as a flagship deployment and a core node in GoodVision’s global network and infrastructure expansion strategy.
GoodVision’s AI Factory platform delivers vertically integrated AI infrastructure solutions spanning GPU system integration, power provisioning, advanced liquid cooling, and ongoing operations. Its containerized architecture enables rapid deployment, capital-efficient scaling, and optimized performance for large-scale AI workloads. Additionally, GoodVision will connect its Smart Routing Engine software solution to AI Factory operations, optimizing AI workflows across available models and computing resources to balance performance, latency, cost, and data requirements.
Highly Competitive Scale Planning (100 MW)
The project is designed around a long-term expansion roadmap targeting a total installed AI compute capacity of 100 MW within the next three years. The deployment strategy follows a phased, capital-efficient model, beginning with the Fukushima flagship AI Factory and expanding through a network of strategically located edge AI Factory facilities across Japan. This modular approach enables GoodVision to scale capacity in alignment with customer demand, power availability, and infrastructure readiness, while reducing execution risk and accelerating time to market.
Specifically, the scaling roadmap is as follows:
Phase 1 (Within 3 Months): Complete and bring online the initial 2 MW Fukushima flagship AI Factory, establishing the foundation for GoodVision’s AI inference infrastructure network in Japan.
Phase 2 (Within 12 Months): Reach 20 MW of total installed AI compute capacity across Japan building on the successful deployment and operation of the initial Fukushima facility.
Phase 3 (Within 3 Years): Expand GoodVision’s AI Factory network across Japan to achieve a planned total capacity of 100 MW, supported by strategically reserved sites across Tokyo and surrounding areas.
Note: The planned expansion to 100 MW is expected to proceed in phases and will depend on factors including customer demand, power availability, equipment procurement, financing, regulatory approvals, and other customary development considerations.
Strategic Site Reserves in Core Metropolitan Areas
GoodVision and AI Storm have already secured and reserved more than fifty (50) potential sites across Tokyo and surrounding area, one of Japan’s most concentrated markets for enterprise, technology, research, and data center customers.
Locating AI factory capacity near these hubs reduces latency for inference workloads, positions the facilities close to the enterprise and research customers most likely to consume dedicated AI compute, and secures scarce, power-ready real estate ahead of intensifying competition for suitable sites. Securing available land and power resources in advance provides a meaningful first-mover advantage and de-risks the path to reaching the 100 MW target on schedule.
David Wang, CEO of GoodVision AI, said: “This partnership with AI Storm marks an important first step in scaling our AI Factory platform in Japan, one of our key strategic markets. The combination of high-density, liquid-cooled computing and a modular deployment model, positions us well to meet rising enterprise demand for dedicated AI inference capacity. We expect the Fukushima AI Factory to serve as a strategic foundation for future expansion in Japan and support the growth of recurring, infrastructure-based revenue over time.”
About GoodVision AI
GoodVision AI is building the global compute architecture for AI inference. Its platform pairs a real-time Smart Routing Engine with a network of purpose-built AI Factories to run AI efficiently at scale. The company is led by CEO David Wang. Learn more at goodvision.ai. GoodVision AI has entered into a Business Combination Agreement (the “BCA”) with Calisa Acquisition Corp, a Cayman Islands exempted company (Nasdaq: ALIS) whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The parties intend to consummate the transaction in the second half of 2026.
About AI Storm
AI Storm Co., Ltd. (Tokyo Stock Exchange: 3719) is a Japan-based business and IT consulting company that provides technology, enterprise transformation, and strategic support services to corporate customers. Through its local market experience, enterprise relationships, and project coordination capabilities, AI Storm supports the development and commercialization of technology and digital infrastructure projects in Japan. For more information, please visit AI Storm’s official website: https://www.ai-storm.co.jp/
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the proposed business combination between GoodVision and ALIS, the expected benefits and timing of the transaction, GoodVision AI’s future business, operations, growth strategy, market opportunities, financial performance, and other expectations.
These forward-looking statements are based on current expectations and assumptions and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks include, among others, the possibility that the proposed business combination may not be completed or may be delayed, failure to satisfy closing conditions or obtain required approvals, changes in market or economic conditions, the ability of the combined company to execute its business strategy, maintain customer and supplier relationships, meet stock exchange listing requirements, and other risks described in ALIS’ filings with the U.S. Securities and Exchange Commission (“SEC”), including the Registration Statement on Form S-4 to be filed in connection with the proposed transaction.
Forward-looking statements speak only as of the date of this press release. Neither GoodVision AI nor ALIS undertakes any obligation to update or revise any forward-looking statements, except as required by applicable law.
Additional Information and Where to Find It
In connection with the proposed business combination, ALIS intends to file with the SEC a Registration Statement on Form S-4, which will include a proxy statement/prospectus. Investors and securityholders are urged to read the Registration Statement, the proxy statement/prospectus, and other relevant documents filed with the SEC when they become available, as they will contain important information about the proposed transaction. These documents will be available free of charge at the SEC’s website at www.sec.gov.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any proxy, 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 applicable securities laws.
Contacts
Contact GoodVision
For investor and media inquiries, please contact:
Press Contact
GoodVision AI
Investor Relations
The Equity Group Inc.
Lena Cati, Senior Vice President
(212) 836-9611 / [email protected]
Alice Zhang, Associate
(212) 836-9610 / [email protected]