Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
As previously disclosed,
on November 9, 2025, Columbus Acquisition Corp, an Cayman Islands exempted company (the “Company”), entered into a business
combination agreement (as it may be amended, supplemented, or otherwise modified from time to time, including by the First Amendment (as
described below), the “BCA”) with WISeSat. Space Holdings Corp., a British Virgin Islands business company (“Pubco”),
WISeSat Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), WISeSat. Space
Corp., a British Virgin Islands business company (the “Target”), WISeKey International Holding Ltd., a Swiss company (together
with its successors, “WISeKey”), and pursuant to a Joinder Agreement, dated as of December 12, 2025, SEALSQ Corp, a British
Virgin Islands business company and an affiliate of WISeKey (“SEALSQ”, and together with WISeKey, the “Sellers”).
On August 6, 2026, the Company
entered into the First Amendment (this “First Amendment”) to the BCA with Pubco, Merger Sub, the Target, and Sellers. Capitalized
terms used herein but not defined herein have the meanings ascribed thereto in the BCA. Pursuant to the First Amendment, the parties agreed
to extend the Outside Date to October 31, 2026.
The foregoing summary of
the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which
is filed as Exhibit 2.1 and is incorporated by reference herein.
Additional Information and Where to Find It
In connection with the proposed
transaction, Pubco has filed with the SEC a registration statement on Form F-4 (Registration No. 333-296969) that includes a proxy statement
for the shareholders of the Company that also constitutes a prospectus of the Company. The Company urges investors, shareholders and other
interested persons to read the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents
will contain important information about the Company, Pubco, Target, Seller, Merger Sub and the proposed transactions. After the registration
statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed
to shareholders of the Company as of a record date to be established for voting on the proposed transactions. Shareholders will also be
able to obtain a copy of the proxy statement/prospectus, without charge by directing a request to eric.zhang@herculescapital.group. The
preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained,
without charge, at the SEC’s website (www.sec.gov).
No Offer or Solicitation
This Current Report on Form
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
proposed transactions described herein, and does not constitute an offer to sell or a solicitation of an offer to buy any securities of
the Company or the Target, or a solicitation of any 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 the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933,
as amended.
Participants in the Solicitation
The Company, the Target and
their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed
transactions under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Company’s
most recent Annual Report on Form 10-K, which was filed with the SEC on March 19, 2026. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the proposed transactions will
be set forth in the proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of charge from the
sources indicated above.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On August 6, 2026, the Company,
Pubco and Target entered into a subscription agreement (the “Subscription Agreement”) with SEALSQ, an affiliate and shareholder
of Target (the “PIPE Investor” and such investment, the “PIPE Investment”). Pursuant to the Subscription Agreement,
the PIPE Investor agreed to subscribe for and purchase, and Pubco agreed to issue and sell to the PIPE Investor, contemporaneously with
the closing of the business combination contemplated in the BCA, $10,000,000 (the “PIPE Investment Amount”) in Pubco Ordinary
Shares (as defined in the BCA) (such shares, the “Subscription Shares”), at a price per share equal to the Redemption Price,
as defined below (the “PIPE Purchase Price”), on the terms and subject to the conditions set forth in the Subscription Agreement.
Assuming a Redemption Price of approximately $10.66 per share as of June 30, 2026, the number of Subscription Shares would be 938,086
Pubco Ordinary Shares. The form of the Subscription Agreement will be filed as an exhibit to Target’s Amendment No. 2 to Form F-4
(filed with the Securities Exchange Commission on August 6, 2026). The “Redemption Price” is the price per share paid to holders
of publicly traded Company ordinary shares which have elected to redeem at the Company’s extraordinary meeting of shareholders for
approval of the BCA and related matters, in each case in accordance with the Company’s CAC’s amended and restated memorandum
and articles of association.
Under the Subscription Agreement, Pubco is required to issue additional
Subscription Shares to the PIPE Investor (“Additional Subscription Shares”) in the event that the volume weighted average
price (the “VWAP”) of the Pubco Ordinary Shares for the 10 consecutive trading days ending on the 60th calendar date (or if
such date is not a trading date, on the next subsequent trading day) after the closing of the business combination (the “VWAP Price”)
is less than the PIPE Purchase Price, with the number of Additional Subscription Shares equal to the PIPE Investment Amount, divided by
VWAP Price (which may not be less than $5.00 per share), less the number of Subscription Shares.