Columbus Acquisition Corp/Cayman Islands

Columbus Acquisition Corp (CAC) is a blank check company, incorporated in the Cayman Islands on January 18, 2024, formed with the sole purpose of effecting a business combination, such as a merger, share exchange, or asset acquisition, with one or more businesses or entities ¹. The company's efforts to identify a prospective target business are not limited to a particular industry or geographic location, but will initially focus on Asia ². CAC intends to utilize cash from its initial public offering (IPO) proceeds, its securities, debt, or a combination thereof, to effectuate a business combination ³. Since its inception, CAC has not generated any revenue and has incurred losses from formation and operating costs, relying on the sale of its securities and loans from its Sponsor, Hercules Capital Management VII Corp, to fund operations ⁴.

CAC's core business model revolves around identifying and acquiring a target business. The company consummated its IPO on January 24, 2025, selling 6,000,000 units at an offering price of $10.00 per unit, generating total gross proceeds of $60,000,000 ⁵. Concurrently, a private placement of 234,290 units was completed with the Sponsor at $10.00 per unit, generating gross proceeds of $2,342,900 ⁶. The combined proceeds of $60,000,000 from the IPO and private placement were placed in a Trust Account for the benefit of public shareholders and underwriters ⁷. Each unit consists of one ordinary share and one right to receive one-seventh of one ordinary share upon completion of the initial business combination ⁸. The company's management has broad discretion over the application of proceeds held outside the Trust Account, primarily for consummating a business combination and working capital ⁹.

For the fiscal year ended December 31, 2025, Columbus Acquisition Corp reported a net income of $1,285,090 ¹⁰. This was primarily driven by interest income from the Trust Account, which amounted to $2,231,602 ¹¹, offset by general and administrative expenses of $946,512 ¹². In contrast, for the period from January 18, 2024 (inception) through December 31, 2024, the company recorded a net loss of $77,094, entirely consisting of formation and operating costs ¹³. As of December 31, 2025, CAC held $483,756 in cash ¹⁴ and had a working capital of $179,238 ¹⁵. Cash and marketable securities held in the Trust Account totaled $62,231,602 ¹⁶. The company had total current liabilities of $310,209 ¹⁷, including accounts payable and accrued expenses of $230,209 ¹⁸ and $80,000 due to a related party for administrative expenses ¹⁹. There was no long-term debt or capital lease obligations as of December 31, 2025 ²⁰. Basic and diluted net income per share for ordinary shares subject to possible redemption was $0.17 ²¹, based on 5,605,479 weighted average shares outstanding ²². For non-redeemable ordinary shares, basic and diluted net income per share was also $0.17 ²³, based on 1,915,076 weighted average shares outstanding ²⁴.

A significant operational development during the reported period was the entry into a business combination agreement (BCA) on November 9, 2025, with WISeSat.Space Holdings Corp. ("Pubco"), WISeSat Merger Sub Corp., WISeSat.Space Corp. ("Target"), and WISeKey International Holding Ltd. ("Seller") ²⁵. Under the BCA, CAC will become a wholly owned subsidiary of Pubco, and CAC securities will be exchanged for Pubco Ordinary Shares ²⁶. The aggregate value of the Exchange Consideration for the Company Shares is $250,000,000, plus any Transaction Financing, with each Pubco Ordinary Share valued at $10.00 ²⁷. The transactions are subject to shareholder approval at an extraordinary general meeting ²⁸. On December 29, 2025, CAC and WISeKey International Holding AG jointly announced the confidential submission of a draft Business Combination Proxy Statement on Form F-4 with the SEC on December 23, 2025 ²⁹. In connection with the BCA, a Sponsor Agreement, Insider Letter Amendment, and Lock-up Agreement were also executed ³⁰. The Sponsor agreed, among other things, to vote in favor of the BCA and Transactions, not to transfer Sponsor Shares, not to redeem Sponsor Shares, and to pay for CAC Expenses exceeding the CAC Expense Cap ³¹. The lock-up period for Restricted Securities held by the Seller and other Pubco shareholders from the Seller Distribution is until the earlier of six months after closing, or when the Pubco Ordinary Share closing price exceeds $12.50 for 20 trading days within a 30-day period (but not less than 60 days after closing), or a liquidation event ³².

Columbus Acquisition Corp has until March 22, 2026, to complete its initial business combination, with the possibility of extending this period up to January 22, 2027, if fully extended ³³. This extension can be achieved through up to twelve additional one-month extensions, each requiring a deposit of $50,000 into the Trust Account ³⁴. As of the date of the Annual Report, $100,000 in Monthly Extension Fees have been deposited, with $50,000 paid by the Company from its working capital and $50,000 paid by the Target, extending the deadline to March 22, 2026 ³⁵. The company's primary strategic objective is the consummation of the business combination with WISeSat.Space Holdings Corp. (Pubco) and WISeSat.Space Corp. (Target), as outlined in the Business Combination Agreement (BCA) entered into on November 9, 2025 ³⁶. This transaction, if completed, will result in CAC becoming a wholly owned subsidiary of Pubco, with CAC securities being exchanged for Pubco Ordinary Shares ³⁷. The Exchange Consideration for the Company Shares is valued at $250,000,000, plus any Transaction Financing, with each Pubco Ordinary Share valued at $10.00 ³⁸. The Transactions are subject to shareholder approval and the filing of a proxy statement/prospectus on Form F-4 with the SEC ³⁹.

The company expects to continue incurring significant professional costs as a publicly traded company and substantial transaction costs in pursuit of its acquisition plans ⁴⁰. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along with the need for additional financing, raise substantial doubt about the Company's ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate ⁴¹. The company does not believe it will need to raise additional funds to meet operating expenditures, but acknowledges that if its estimates for target identification, due diligence, and negotiation costs are insufficient, it may lack funds to operate prior to the initial business combination ⁴². Furthermore, additional financing may be required to complete the business combination or if a significant number of public shares are redeemed, potentially leading to the issuance of additional securities or debt ⁴³.

Planned capital allocation includes the use of substantially all net IPO proceeds, including funds in the Trust Account, to acquire a target business and cover related expenses ⁴⁴. If share capital is used as consideration, remaining Trust Account proceeds and other net proceeds will serve as working capital for the target business's operations, including expansion, strategic acquisitions, marketing, and research and development ⁴⁵. These funds could also repay operating expenses or finders' fees if outside-Trust Account funds are insufficient ⁴⁶. The Sponsor, officers, and directors, or their affiliates, may loan funds for working capital needs, with up to $3,000,000 of such loans convertible into working capital units at $10.00 per unit upon business combination consummation ⁴⁷. Additionally, loans for extension fees may be converted into extension units at $10.00 per unit ⁴⁸. The company has agreed to pay the Sponsor a monthly fee of $10,000 for office space, utilities, and administrative support, which will cease upon completion of the business combination or liquidation ⁴⁹. For the year ended December 31, 2025, $110,000 was incurred for these services, with $80,000 included in accrued expenses ⁵⁰.

Columbus Acquisition Corp faces several material risks, including the inherent uncertainty of completing its initial business combination by the deadline of January 22, 2027, even with full extensions, which could lead to mandatory liquidation and dissolution ⁵¹. The company's ability to consummate a business combination is dependent on obtaining necessary shareholder approvals and satisfying closing conditions, and there is no assurance that additional capital needed for operations will be raised ⁵². Geopolitical factors, such as rising trade tensions between the U.S. and China, and ongoing global conflicts like the Russia/Ukraine and Hamas/Israel conflicts, could increase market volatility, create economic uncertainties, and materially and adversely affect the company's ability to complete a business combination or the operations of a target business ⁵³. These events could also impact the availability of equity and debt financing on acceptable terms ⁵⁴. Furthermore, the company may be considered a "foreign person" under U.S. foreign investment regulations, potentially subjecting any proposed business combination with a U.S. business in a regulated industry or affecting national security to review by the Committee on Foreign Investment in the U.S. (CFIUS), which could block or delay the transaction, impose conditions, or require divestiture ⁵⁵. The involvement of certain executive officers and directors located outside the U.S., including in China and Switzerland, may make it difficult for U.S. investors to enforce legal rights or judgments ⁵⁶. Conflicts of interest exist due to the Sponsor and officers/directors having fiduciary or contractual obligations to other entities, including other SPACs, which could lead to business combination opportunities being presented to competitors first ⁵⁷. The $0.018 per share price paid by insiders for Founder Shares creates an incentive for them to complete any transaction, regardless of its ultimate value to public investors, as their Founder Shares and Private Units would expire worthless if a business combination is not consummated ⁵⁸.

Management's message to shareholders emphasizes the company's ongoing efforts to identify and evaluate suitable acquisition transaction candidates, with the primary focus on consummating the proposed business combination with WISeSat.Space Holdings Corp. and WISeSat.Space Corp. ⁵⁹. They explicitly state that the company has until March 22, 2026, to complete its initial business combination, with the potential for extensions up to January 22, 2027, through monthly deposits of $50,000 ⁶⁰. Management acknowledges the significant costs associated with remaining a publicly traded company and pursuing acquisition plans, and the need for additional financing if estimates for transaction costs prove insufficient or if a substantial number of shares are redeemed ⁶¹. The three strategic priorities highlighted are the successful completion of the initial business combination with WISeSat.Space, managing liquidity and capital resources to support operations and the transaction, and navigating the complex regulatory and geopolitical landscape, particularly concerning U.S. foreign investment regulations and PCAOB inspection requirements for auditors of potential target companies ⁶². Management also notes the confidential submission of a draft Business Combination Proxy Statement on Form F-4 with the SEC on December 23, 2025, in connection with the proposed Transactions ⁶³.