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BCS

Current Report · Items 1.01, 7.01, 9.01 · 8-K

Columbus Acquisition Corp/Cayman Islands

Entry into a Material Definitive Agreement · Regulation FD Disclosure

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.…

Filed Aug 6, 2026Accepted Aug 6, 2026, 5:26 PM EDTCIK 2028201Accession 0001213900-26-086245
Share

Company context

We are a blank check company incorporated in the Cayman Islands on January 18, 2024 as an exempted company with limited liability (meaning that our public shareholders have no liability, as shareholders of our company, for the liabilities of our company over and above the amount paid for their shares). We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business. As a blank check company incorporated for the purpose of effecting a business combination, we have significant ties to China. Dr. Fen “Eric” Zhang, our Chief Executive Officer, who is also the sole member and sole director of our sponsor, is a Canadian citizen but currently resides in China for

Historical securities (6)

Recent company filings

  1. 15-12G filingOct 23, 2026
  2. SCHEDULE 13G/A - filed by Harraden Circle Investments, LLC regarding Columbus Acquisition Corp/Cayman IslandsOct 8, 2026
  3. Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearOct 7, 2026
  4. Submission of Matters to a Vote of Security Holders · Regulation FD DisclosureOct 6, 2026
  5. 425 filingOct 2, 2026

Registered securities in this filing

Columbus Acquisition Corp/Cayman Islands · 8-K · Filed 2026-08-06

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Units, consisting of one ordinary share, $0.0001 par value, and one Right to acquire one-seventh of one ordinary share

Symbol
COLAU
Exchange
NASDAQ
Classification
UNIT
Status
Historical · closed Oct 1, 2026
Filing context

Context: From2026-08-062026-08-06_custom_UnitsConsistingOfOneOrdinaryShare0.0001ParValueAndOneRightToAcquireOneseventhOfOneOrdinaryShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Ordinary shares, par value $0.0001 per share

Symbol
COLA
Exchange
NASDAQ
Classification
COMMON
Status
Historical · closed Oct 1, 2026
Filing context

Context: From2026-08-062026-08-06_custom_OrdinarySharesParValue0.0001PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Rights, each whole right to acquire one-seventh of one ordinary share

Symbol
COLAR
Exchange
NASDAQ
Classification
RIGHT
Status
Historical · closed Oct 1, 2026
Filing context

Context: From2026-08-062026-08-06_custom_RightsEachWholeRightToAcquireOneseventhOfOneOrdinaryShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000121390026086245 · 3 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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.

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