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 derived from its initial public offering (IPO), its securities, debt, or a combination thereof, to effectuate a business combination ³. As a Special Purpose Acquisition Company (SPAC), CAC has no current business operations and has not generated any revenues to date, with its activities since inception limited to organizational efforts and preparing for its IPO, and subsequently, identifying a target company for a business combination ⁴.

CAC's core business model revolves around identifying and acquiring a target business. 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 events ⁶. The company's structure involves Units, each consisting of one ordinary share and one right to receive one-seventh of one ordinary share upon completion of the initial business combination ⁷.

On January 24, 2025, CAC consummated its IPO of 6,000,000 Units at an offering price of $10.00 per Unit, generating total gross proceeds of $60,000,000 ⁸. Concurrently, a private placement of 234,290 Private Units was completed with its sponsor, Hercules Capital Management VII Corp (the "Sponsor"), at $10.00 per Private Unit, generating gross proceeds of $2,342,900 ⁹. The proceeds from both the IPO and the Private Placement, totaling $60,000,000, were placed in a Trust Account for the benefit of public shareholders and underwriters ¹⁰. In connection with the IPO, CAC also issued 210,000 Ordinary shares, referred to as "Representative Shares," to A.G.P./Alliance Global Partners, the representative of the underwriters ¹¹. The fair value of these Representative Shares, accounted for as compensation, totaled $361,000 ¹².

For the fiscal year ended December 31, 2025, Columbus Acquisition Corp reported a net income of $1,285,090 ¹³. This was primarily driven by interest income from the Trust Account of $2,231,602 ¹⁴, offset by general and administrative expenses of $946,512 ¹⁵. The company's basic and diluted net income per share for redeemable ordinary shares was $0.17 ¹⁶, and for non-redeemable ordinary shares was also $0.17 ¹⁷. As of December 31, 2025, CAC had cash of $483,756 ¹⁸ and a working capital of $179,238 ¹⁹. Cash and marketable securities held in the Trust Account amounted to $62,231,602 ²⁰. Total current liabilities were $310,209 ²¹, which included accounts payable and accrued expenses of $230,209 ²² and $80,000 due to a related party for administrative expenses ²³. There was no outstanding promissory note to a related party as of December 31, 2025, compared to $249,712 in 2024 ²⁴.

Comparing the fiscal year ended December 31, 2025, to the period from January 18, 2024 (inception) through December 31, 2024, CAC transitioned from a net loss of $77,094 ²⁵ to a net income of $1,285,090 ²⁶. This shift is primarily attributable to the generation of interest income from the Trust Account of $2,231,602 in 2025, whereas no such income was recorded in the prior period ²⁷. General and administrative expenses increased from $77,094 in 2024 to $946,512 in 2025 ²⁸. The company's cash position improved from nil at December 31, 2024, to $483,756 at December 31, 2025 ²⁹.

A significant operational development during the 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. (the "Target"), and WISeKey International Holding Ltd. (the "Seller") ³⁰. Under the BCA, CAC will become a wholly owned subsidiary of Pubco, and CAC securities will be exchanged for Pubco Ordinary Shares ³¹. The aggregate value of the Exchange Consideration is $250,000,000, plus any Transaction Financing, with each Pubco Ordinary Share valued at $10.00 ³². 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 January 22, 2027 ³³. In connection with this, 3,449,851 Ordinary Shares were redeemed, resulting in approximately $35.82 million being released from the Trust Account ³⁴. As of the date of the annual report, $100,000 in Monthly Extension Fees had been deposited into the Trust Account, with $50,000 paid by the Company from its working capital and $50,000 paid by the Target ³⁵.

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 ³⁶. The company's primary focus for the upcoming period is the consummation of the business combination with WISeSat.Space Holdings Corp. (Pubco) and WISeSat.Space Corp. (the Target), as outlined in the Business Combination Agreement (BCA) entered into on November 9, 2025 ³⁷. This transaction, if completed, will result in CAC becoming a wholly owned subsidiary of Pubco, with CAC securities converting into Pubco Ordinary Shares ³⁸. 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 ³⁹. The transactions are subject to shareholder approval at an extraordinary general meeting, and a proxy statement/prospectus on Form F-4 was confidentially submitted with the SEC on December 23, 2025 ⁴⁰.

The company expects to continue incurring significant professional costs as a publicly traded company and substantial transaction costs in pursuit of its acquisition plans ⁴¹. While CAC does not anticipate needing to raise additional funds for its operating business expenditures, there is a possibility of insufficient funds if the estimated costs for identifying a target, due diligence, and negotiation are less than actual amounts ⁴². In such a scenario, or if a significant number of public shares are redeemed, the company may need to obtain additional financing through issuing securities or incurring debt ⁴³.

Regarding capital allocation, the company's current focus is on financing the business combination and covering working capital needs. The Sponsor, officers, and directors, or their affiliates, may provide Working Capital Loans, up to $3,000,000, which could be converted into working capital units at $10.00 per unit upon consummation of the business combination ⁴⁴. Additionally, extension convertible notes may be issued for funds loaned to support extensions of the business combination period, also convertible into units at $10.00 per unit ⁴⁵. As of December 31, 2025, there were no borrowings under these loans ⁴⁶. The company is obligated to pay the Sponsor a monthly fee of $10,000 for administrative support, which totaled $110,000 for the year ended December 31, 2025 ⁴⁷.

Columbus Acquisition Corp faces substantial risks, primarily related to its status as a blank check company and its ongoing efforts to complete an initial business combination. A significant concern is the "going concern" uncertainty, as the company's ability to continue operations is contingent on successfully completing a business combination by January 22, 2027 (if fully extended) ⁴⁸. Failure to do so would trigger a mandatory liquidation and dissolution, which raises substantial doubt about its ability to continue as a going concern ⁴⁹. The company also faces risks related to its ability to obtain necessary shareholder approvals and satisfy closing conditions for the proposed transaction with WISeSat.Space Holdings Corp., as well as the need to raise additional capital if its estimates for acquisition costs are insufficient or if a significant number of public shares are redeemed ⁵⁰. Furthermore, various social and political circumstances globally, including rising trade tensions between the U.S. and China, and conflicts such as the Russia/Ukraine and Hamas/Israel situations, could materially and adversely affect the company's ability to consummate a business combination or the operations of a target business ⁵¹. The ability to raise equity and debt financing may also be impacted by increased market volatility or decreased market liquidity due to these events ⁵². The company's officers and directors, including the CEO, CFO, and independent directors, are located outside the U.S. (China and Switzerland), which may make it difficult for U.S. investors to enforce legal rights or judgments ⁵³. Additionally, the company may be considered a "foreign person" under U.S. foreign investment regulations, potentially subjecting a proposed business combination with a U.S. business in a regulated industry or one affecting national security to review by the Committee on Foreign Investment in the U.S. (CFIUS), which could block or delay the transaction ⁵⁴. The Holding Foreign Companies Accountable Act (HFCAA) and the Accelerating Holding Foreign Companies Accountable Act (AHFCAA) pose risks, as they could restrict the company's ability to consummate a business combination with a target business if its auditor is not subject to PCAOB inspections for two or three consecutive years, potentially leading to delisting from U.S. exchanges ⁵⁵.

Management's message to shareholders emphasizes the company's ongoing efforts to complete its initial business combination, specifically highlighting the Business Combination Agreement entered into on November 9, 2025, with WISeSat.Space Holdings Corp. and its subsidiaries ⁵⁶. They note that the company has until March 22, 2026, to complete this transaction, with the potential for extensions up to January 22, 2027, through monthly deposits of $50,000 into the Trust Account ⁵⁷. Management acknowledges the significant costs associated with being a public company and pursuing acquisitions, and while they do not anticipate needing to raise additional funds for operating expenses, they recognize the potential need for further financing if acquisition costs exceed estimates or if substantial redemptions occur ⁵⁸. A key strategic priority is to successfully navigate the shareholder approval process for the proposed business combination and to meet the conditions for closing, including maintaining net tangible assets of at least $5,000,001 upon consummation ⁵⁹. Management also highlights the importance of addressing the "going concern" uncertainty by completing a business combination within the prescribed timeframe, as failure to do so would lead to mandatory liquidation ⁶⁰.