GoodVision AI Inc. (“GoodVision”), a developer of next-generation AI compute infrastructure purpose-built for inference, and Calisa Acquisition Corp. (“Calisa”) (Nasdaq: ALIS), today announced that they have entered into a Prepaid Forward Purchase Agreement (the “FPA”) with certain funds, accounts and other investment vehicles managed by Harraden Circle Investments, LLC (collectively, the “Purchaser”).

The FPA was entered into in connection with the proposed business combination between GoodVision and Calisa pursuant to the Business Combination Agreement dated March 6, 2026 (the “Business Combination”). Under the terms of the FPA, and subject to the terms and conditions set forth therein, the Purchaser may purchase from existing holders up to 3,000,000 ordinary shares of Calisa at a purchase price determined pursuant to the terms of the FPA, representing an aggregate amount of up to approximately $30 million based on the estimated redemption price.

The actual number of shares purchased, if any, and the economic impact of the FPA will depend on market conditions and other factors and terms set forth in the FPA. The maximum number of shares subject to the FPA does not represent a commitment to provide a fixed amount of financing or proceeds. Additional information regarding the FPA and its material terms is available in Calisa’s Current Report on Form 8-K filed with the SEC.

David Wang, Chief Executive Officer of GoodVision AI, said, “The signing of the FPA is an important step in supporting GoodVision’s next phase of growth. The arrangement is intended to help maximize the capital retained at the closing of our proposed Business Combination with Calisa, enhancing our financial flexibility as we execute on our growth strategy. We are seeing growing demand for AI compute and inference solutions that help customers deploy, manage and scale AI workloads more efficiently. GoodVision is building an integrated AI inference platform spanning cloud services, AI Factories, Edge AI infrastructure and our Smart Routing Engine, which is designed to optimize the routing of inference workloads across available compute resources.

“Over the last several years, we have invested in the infrastructure, technology and commercial capabilities required to address this expanding market. Those investments have translated into meaningful commercial traction: revenue grew from approximately $7.74 million in fiscal 2025 to approximately $24.0 million in the first nine months of fiscal 2026 and we expect to report a strong fourth quarter in terms of revenue.

Subject to the completion of the Business Combination, we plan to continue investing in the infrastructure, technology and commercial capabilities that support our growth strategy. We intend to allocate capital with discipline to deepen customer relationships, advance our technology platform and create long-term shareholder value.”

Use of Proceeds

GoodVision expects to use net funds retained by the combined company in connection with the Business Combination, including any funds retained as a result of the FPA, to advance its strategic growth priorities and strengthen its capacity to address expanding market demand for AI inference infrastructure and related services.

Subject to the amount of cash available at closing, GoodVision expects that available capital may support:

  • Expansion of AI compute infrastructure to support the company’s growing customer base and deployment pipeline.
  • Development and deployment of AI Factories and Edge AI infrastructure.
  • Growth of hybrid-cloud and AI inference services.
  • Continued development and commercialization of the Smart Routing Engine.
  • Research and development, including platform enhancements and next-generation infrastructure capabilities.
  • Working capital, strategic investments, potential acquisitions and other general corporate purposes.

Revenue Guidance and Business Momentum

GoodVision is emerging from early commercialization with rapidly accelerating revenue growth, driven by expanding customer demand for AI compute and inference infrastructure. Revenue more than doubled from approximately $3.64 million in fiscal 2024 to approximately $7.74 million in fiscal 2025, representing approximately 113% year-over-year growth.

The Company’s growth accelerated sharply in fiscal 2026. GoodVision generated approximately $24.0 million in revenue for the nine months ended June 30, 2026, representing approximately 398% year-over-year growth and more than three times its revenue for all of fiscal 2025. Third-quarter of fiscal 2026 was particularly strong with revenue of approximately $13.45 million, an increase of approximately 544% year-over-year and approximately 86% sequentially.

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.

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 Calisa; the Forward Purchase Agreement; the potential amount of funds retained in connection with the Business Combination; the anticipated benefits, timing and completion of the Business Combination; the number of shares that may be purchased pursuant to the FPA; the potential transaction value associated with the FPA; GoodVision’s future business, operations, growth strategy, market opportunities and financial performance; and other expectations.

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. These risks and uncertainties include, among others, the risk that the proposed Business Combination may not be completed in a timely manner or at all; the failure to satisfy closing conditions or obtain required approvals; the level of public-shareholder redemptions; the possibility that the Purchaser does not purchase the maximum number of shares contemplated by the FPA; changes in the amount held in Calisa’s trust account or the applicable redemption price; the terms, conditions, operation, settlement or termination of the FPA; market and economic conditions; GoodVision’s ability to execute its business strategy; competition; the ability to develop, deploy and commercialize AI infrastructure and inference services; the ability to meet applicable listing requirements; and other risks described in Calisa’s filings with the SEC, including the registration statement on Form S-4 and proxy statement/prospectus expected to be filed in connection with the proposed Business Combination.

Forward-looking statements speak only as of the date of this press release. Neither GoodVision nor Calisa 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 has filed with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which includes a preliminary proxy statement/prospectus. Investors and securityholders are urged to read the Registration Statement, the preliminary proxy statement/prospectus and final 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.

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