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 initially focus on Asia ². CAC intends to utilize cash from its initial public offering (IPO), its securities, debt, or a combination thereof to complete a business combination ³. Since its inception, CAC has not generated any operating revenues 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.

The core business model of Columbus Acquisition Corp is that of a Special Purpose Acquisition Company (SPAC), which involves raising capital through an IPO to acquire an existing private company, thereby taking it public. The company generates non-operating income primarily from interest earned on funds held in its Trust Account ⁵. Its primary customer segments are its public shareholders, who are offered redemption rights in connection with a business combination or liquidation, and the target business it seeks to acquire.

For the fiscal year ended December 31, 2025, Columbus Acquisition Corp reported a net income of $1,285,090 ⁶. This was primarily driven by interest income from the Trust Account of $2,231,602 ⁷, offset by general and administrative expenses of $946,512 ⁸. In the prior period, from January 18, 2024 (inception) through December 31, 2024, the company recorded a net loss of $77,094 ⁹, entirely consisting of formation and operating costs ¹⁰. As of December 31, 2025, CAC had cash of $483,756 ¹¹ and a working capital of $179,238 ¹². The company had no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of December 31, 2025 ¹³. Basic and diluted net income per share for ordinary shares subject to possible redemption was $0.17 ¹⁴, while for non-redeemable ordinary shares, it was $0.17 ¹⁵ for the year ended December 31, 2025. For the period from January 18, 2024, through December 31, 2024, basic and diluted net loss per share for non-redeemable ordinary shares was $(0.05) ¹⁶. Cash and marketable securities held in the Trust Account amounted to $62,231,602 as of December 31, 2025 ¹⁷.

Comparing the year ended December 31, 2025, to the period from January 18, 2024, through December 31, 2024, CAC transitioned from a net loss of $77,094 ⁹ to a net income of $1,285,090 ⁶. This significant shift is attributable to the generation of $2,231,602 ⁷ in interest income from the Trust Account in 2025, which was not present in the prior period. General and administrative expenses increased from $77,094 ⁸ in the inception period to $946,512 ¹⁸ in 2025, reflecting the increased costs associated with being a public company and the search for target opportunities.

A significant operational development during the reported period was the consummation of the IPO on January 24, 2025, where 6,000,000 units were sold at $10.00 per unit, generating gross proceeds of $60,000,000 ¹⁹. Concurrently, a private placement of 234,290 units was completed with the Sponsor at $10.00 per unit, raising $2,342,900 ²⁰. The total proceeds of $60,000,000 ²¹ from the IPO and private placement were placed in a Trust Account. On November 9, 2025, the Company entered into a Business Combination Agreement (BCA) with WISeSat.Space Holdings Corp. (Pubco), WISeSat Merger Sub Corp., WISeSat.Space Corp. (Target), and WISeKey International Holding Ltd. (Seller) ²². Pursuant to the BCA, CAC will become a wholly owned subsidiary of Pubco, and CAC securities will be exchanged for Pubco Ordinary Shares ²³. The Exchange Consideration for the Company Shares is valued at $250,000,000 ²⁴ plus any Transaction Financing, with each Pubco Ordinary Share valued at $10.00 ²⁵. In connection with the BCA, a Sponsor Agreement, Insider Letter Amendment, and Lock-up Agreement were also executed ²⁶. On January 16, 2026, shareholders approved an amendment to the company's charter to extend the period to consummate a business combination up to twelve times, each by an additional one-month extension, for a total of up to twelve months to January 22, 2027 ²⁷. In connection with this, 3,449,851 Ordinary Shares were redeemed, resulting in approximately $35.82 million ²⁸ being released from the Trust Account. As of the date of the annual report, $100,000 ²⁹ in Monthly Extension Fees had been deposited into the Trust Account, with $50,000 ³⁰ paid by the Company from its working capital and $50,000 ³¹ paid by the Target.

Columbus Acquisition Corp is focused on completing its initial 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 ²². The Transactions, which involve CAC becoming a wholly owned subsidiary of Pubco and CAC securities being exchanged for Pubco Ordinary Shares, are subject to shareholder approval at an extraordinary general meeting ²³. The company, together with Pubco, confidentially submitted a draft of the Business Combination Proxy Statement on Form F-4 with the SEC on December 23, 2025 ³². The company has until January 22, 2027, if fully extended, to complete these transactions ²⁷.

The primary growth area for Columbus Acquisition Corp is the successful consummation of its business combination with WISeSat.Space Holdings Corp. and WISeSat.Space Corp. The Exchange Consideration for the Company Shares is set at an aggregate value of $250,000,000 ²⁴, plus any Transaction Financing, with each Pubco Ordinary Share valued at $10.00 ²⁵. This transaction represents the company's sole strategic focus for future growth and value creation. The Pubco Class F Shares will be entitled to 49.9% ³³ of the total vote on any matter voted on by holders of Pubco Shares and will automatically convert into Pubco Ordinary Shares upon certain transfers ³⁴.

Regarding its operational outlook, CAC expects to continue incurring significant professional costs as a publicly traded company and substantial transaction costs in pursuit of its acquisition plans ³⁵. The company's management has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern, primarily due to the mandatory liquidation if a business combination is not completed by January 22, 2027 (if fully extended) ³⁶. Management plans to address this uncertainty by seeking new financing to complete the Business Combination ³⁷.

In terms of capital allocation, the company intends to use substantially all of the net proceeds from the IPO, including funds in the Trust Account, to acquire a target business and cover related expenses ³⁸. If share capital is used as consideration, remaining proceeds in the Trust Account and other net proceeds will serve as working capital for the target business's operations, including expansion, strategic acquisitions, marketing, and R&D ³⁹. The Sponsor, officers, and directors, or their affiliates, may loan the company funds to meet working capital needs, with up to $3,000,000 ⁴⁰ of such loans convertible into working capital units at $10.00 ⁴¹ per unit upon consummation of the business combination ⁴². Additionally, extension convertible notes for potential extensions of the combination period may also be converted into extension units at $10.00 ⁴³ per unit ⁴⁴. As of the date of the annual report, $100,000 ²⁹ in Monthly Extension Fees have been deposited into the Trust Account, with $50,000 ³⁰ paid by the Company and $50,000 ³¹ by the Target ⁴⁵.

Columbus Acquisition Corp faces several material risks, primarily stemming from its nature as a blank check company and the ongoing global geopolitical and regulatory environment. A significant risk is the company's ability to complete its initial business combination by the extended deadline of January 22, 2027 ²⁷, as failure to do so would trigger a mandatory liquidation of the Trust Account and dissolution, rendering public rights worthless ⁴⁶. The company's liquidity condition, with $483,756 ¹¹ in cash and $179,238 ¹² in working capital as of December 31, 2025, raises substantial doubt about its ability to continue as a going concern if additional financing is not secured or the business combination is not completed ³⁶. Geopolitical factors, including rising trade tensions between the U.S. and China, and conflicts such as the Russia/Ukraine and Hamas/Israel situations, may increase market volatility and economic uncertainties, potentially hindering the company's ability to consummate a business combination or impacting the operations of a target business ⁴⁷. Furthermore, U.S. foreign investment regulations, particularly those related to the Committee on Foreign Investment in the U.S. (CFIUS) and the Holding Foreign Companies Accountable Act (HFCAA), could restrict the company's ability to complete a business combination with certain U.S. or China-based businesses, especially given that the CEO and certain directors are located in China and the Sponsor owns approximately 37.8% ⁴⁸ of the company's shares and has Chinese citizens among its Series A preferred shareholders ⁴⁹. The potential for PCAOB to be unable to inspect audit firms in mainland China or Hong Kong for a post-combination entity could lead to delisting from U.S. exchanges ⁵⁰. Conflicts of interest among the Sponsor, officers, and directors, who have fiduciary or contractual obligations to other entities, including other SPACs like Eureka Acquisition Corp and Horizon Space Acquisition II Corp, could divert attractive business combination opportunities away from CAC ⁵¹. The $0.018 ⁵² 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 ⁵³.

Management's message emphasizes the company's singular focus on completing its initial business combination, specifically with WISeSat.Space Holdings Corp. and WISeSat.Space Corp., as evidenced by the Business Combination Agreement signed on November 9, 2025 ²². They acknowledge the significant costs associated with being a public company and pursuing acquisition plans, and the need for additional financing to support operations and the business combination ³⁵. Management has explicitly stated that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern if the business combination is not completed by the extended deadline of January 22, 2027 ³⁶. Their strategic priorities are clearly centered on securing the necessary shareholder approvals for the proposed Transactions and managing the extension process to ensure sufficient time to close the deal, as demonstrated by the approval of charter amendments allowing for extensions up to January 22, 2027 ²⁷ and the deposit of $100,000 ²⁹ in Monthly Extension Fees. Management also highlights the potential for related party loans, up to $3,000,000 ⁴⁰, to cover working capital needs and extension fees, which may be converted into units at $10.00 ⁴¹ per unit upon closing of the business combination.