GoodVision AI Inc., a developer of next-generation AI compute infrastructure purpose-built for inference, and Calisa Acquisition Corp. (Nasdaq: ALIS) have announced a prepaid forward purchase agreement with investment vehicles managed by Harraden Circle Investments. The arrangement covers up to 3.0 million ordinary shares of Calisa, valued at up to approximately $30 million based on the estimated redemption price. It is intended to support the capital structure of the proposed business combination and potential cash retention at closing.
Agreement Structure and Purpose
Under the agreement, the purchaser may buy existing holders' Calisa shares at a price determined by the terms of the forward purchase agreement. The actual number of shares purchased will depend on market conditions and other factors, and the maximum share amount does not guarantee a fixed level of financing. GoodVision expects any funds retained from this structure to advance its strategic growth priorities in AI inference infrastructure.
Transaction Context
The forward purchase agreement was entered into as part of the proposed business combination between GoodVision and Calisa, which is governed by a business combination agreement dated March 6, 2026. Calisa is a Cayman Islands exempted company whose business purpose is to effect a merger, capital stock exchange, or similar business combination. The parties intend to complete the transaction in the second half of 2026, subject to customary approvals and closing conditions.
Use of Proceeds
GoodVision plans to use net funds retained by the combined company to expand AI compute infrastructure and support the deployment of AI Factories and Edge AI infrastructure. Capital may also fund hybrid-cloud and AI inference services, continued development of the Smart Routing Engine, and research and development. Additional uses include working capital, strategic investments, potential acquisitions, and general corporate purposes.
Revenue Growth and Business Momentum
GoodVision reported revenue of approximately $7.74 million in fiscal 2025, up from roughly $3.64 million in fiscal 2024, reflecting about 113 percent year-over-year growth. Momentum accelerated in fiscal 2026, with revenue of approximately $24.0 million in the first nine months ended June 30, 2026, representing about 398 percent year-over-year growth. Third-quarter revenue reached about $13.45 million, an increase of roughly 544 percent year-over-year and 86 percent sequentially.
Leadership Perspective
David Wang, Chief Executive Officer of GoodVision AI, described the signing as an important step in supporting the company's next phase of growth. He said the arrangement is intended to help maximize capital retained at closing and enhance financial flexibility as GoodVision executes its growth strategy. Wang also highlighted growing demand for AI compute and inference solutions that help customers deploy, manage, and scale AI workloads more efficiently.
Forward-Looking Considerations
The announcement includes forward-looking statements that are subject to risks and uncertainties. Completion of the business combination may not occur in a timely manner or at all, and the level of public shareholder redemptions could affect capital available at closing. The purchaser is not obligated to buy the maximum number of shares, and the agreement does not represent a commitment to provide a fixed amount of financing.
The prepaid forward purchase agreement represents a structured effort to reinforce the proposed business combination between GoodVision AI and Calisa Acquisition Corp. It provides potential capital support while leaving the final share purchase amount subject to market conditions and the agreement's terms. GoodVision continues to position itself in the expanding AI inference market, with the transaction expected to close in the second half of 2026 pending customary conditions.