Calisa Acquisition Corp (NASDAQ: ALIS) (“ALIS”), a special purpose acquisition company, announced the execution of a Business Combination Agreement (the “Merger Agreement”) with GoodVision AI Inc (“GoodVision AI”), a global cloud-computing and AI-infrastructure solutions provider.
Pursuant to the Merger Agreement, ALIS’s wholly owned subsidiary, Calisa Merger Sub, will merge with and into GoodVision AI, with GoodVision AI surviving the merger and becoming a wholly-owned subsidiary of ALIS. The transaction provides for GoodVision AI’s stockholders to receive ALIS ordinary shares valued at $180 million (the “Business Combination”). The transaction has been approved by the boards of directors of both ALIS and GoodVision AI and is expected to be consummated in the second half of 2026, subject to regulatory and shareholder approval by the shareholders of each of ALIS and GoodVision AI and the satisfaction of certain other customary closing conditions. Upon the closing of the Business Combination, the combined company is expected to operate under the name GoodVision AI Inc and remain a NASDAQ-listed public company trading under a new ticker symbol. GoodVision AI’s executive management team will continue to lead the combined company.
GoodVision AI, founded in 2019 by David Wang, former Senior Director at IBM, Senior Director of Solutions Architect of Amazon Web Services (“AWS”), and Chief Architect of Tencent Cloud, is a global cloud-computing and artificial intelligence (AI)-infrastructure solutions provider. GoodVision AI’s principal operations are based in the United States, with additional locations in Germany, Japan, Singapore, and other countries and regions in Asia. GoodVision AI provides multi-cloud professional services, cloud redistribution services, AI computing services, and hybrid cloud-edge infrastructure solutions to customers worldwide. GoodVision AI’s customers include organizations in the gaming, video, cross-border e-commerce, and crypto-related technology sectors, each of which requires flexible and scalable cloud infrastructure or AI capability to operate globally.
GoodVision AI initially built its business around multi-cloud professional services, helping enterprise customers procure and manage cloud computing resources. In this phase, GoodVision AI focused on redistributing cloud-service capacity obtained from major providers such as Google Cloud Platform, AWS, Alibaba Cloud, and Tencent Cloud. Through partnerships or agency relationships with multiple global cloud providers, GoodVision AI was able to procure cloud resources in bulk and provide customers with competitive pricing, cross-platform access, responsive technical support, and global service delivery.
As global demand for AI computing accelerated, GoodVision AI began evolving beyond traditional cloud-service. The company initiated a strategic transition toward becoming an AI-focused hybrid cloud and edge-computing platform. As part of this shift, the Company developed the GoodVision AI Scheduling Platform, a system designed to route and optimize AI inference workloads across multiple large language models (LLMs), computing layers, and edge devices. The platform integrates both closed-source and open-source models and aims to reduce customer costs, improve latency, and address data-privacy requirements.
To support this transformation, GoodVision AI also plans to expand its computing infrastructure. This includes developing additional data-center capacity and deploying GPU-based inference clusters and edge nodes. The company intends to pursue these efforts partly through strategic collaborations, including its partnership with EdgeAI, a distributed edge-computing provider.
Over the long term, GoodVision AI’s objective is to build a global AI computing distribution network that integrates hybrid cloud resources, edge devices, and a multi-model routing engine, enabling customers to deploy AI capabilities efficiently and cost-effectively across different regions.
David Wang, CEO of GoodVision AI, commented, “On behalf of the entire team, we are thrilled to announce this merger. The AI market is undergoing rapid growth, and we see immense opportunity to capitalize on this momentum. Accessing the public market provides the strategic capital necessary to accelerate the development of our AI-inference platform and significantly expand our footprint in cloud computing. We are excited to partner with ALIS and Hongfei’s team, whose shared vision will help us achieve these ambitious goals and deliver greater value to our customers and shareholders.”
Hongfei Zhang, Chief Executive Officer of ALIS, commented, “We’re very excited to announce the proposed merger with GoodVision AI. Our extensive search and thorough evaluation of numerous potential business combination partners led us to GoodVision AI, which our management team believes offers the most compelling opportunity to deliver shareholder value. We believe this business combination will provide ALIS investors with an equity stake in a pioneering cloud-computing and AI company, which is poised to benefit from the fast growing world-wide market of cloud-computing and AI infrastructure solutions. We endorse GoodVision AI’s vision and are committed to supporting its goal to enable Vision AI across all relevant environments and situations.”
The description of the Merger Agreement and the Business Combination contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement. For additional information, see ALIS’s Current Report on Form 8-K, which will be filed promptly and can be obtained at the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.
Advisors
Graubard Miller is serving as U.S. legal advisor to ALIS. VCL Law LLP is serving as legal advisor to GoodVision AI Inc. EarlyBirdCapital Inc. is serving as financial advisor to ALIS.