Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 30, 2026, Columbus Acquisition Corp,
a Cayman Islands exempted company (the “Company” or “CAC”) reconvened its Extraordinary General Meeting of Shareholders
(the “Meeting”), at which the shareholders voted on the proposals as set forth below, each of which is described in more
detail in the definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the
“SEC”) on August 19, 2026. Capitalized terms not otherwise defined herein shall have the same meaning ascribed thereto in
the Proxy Statement.
On August 17, 2026, the record date for the Meeting,
there were 4,494,439 ordinary shares of the Company entitled to vote at the Meeting.
As previously disclosed, the Extraordinary General
Meeting, initially scheduled for September 10, 2026, has been adjourned on multiple occasions without conducting any business or submitting
any proposals to shareholders. On September 30, 2026, the Company reconvened the Meeting, at which 3,589,190 (or approximately 79.86 %)
ordinary shares of the Company entitled to vote were represented in the Meeting either in person or by proxy.
The final results for each of the matters submitted to a vote of Company
shareholders at the Meeting are as follows:
1. The NTA Proposal
Shareholders approved the amendment of the CAC
Articles, which currently restricts consummation of a shareholder redemption offer in connection with a business combination if the redemptions
made pursuant to such offer would cause CAC to have net tangible assets of less than US$5,000,001 prior to or upon consummation of a
business combination (the “NTA Requirement”) as set out in Articles 37.2, 37.5, 37.6 and 37.8 of the CAC Articles, in order
to expand the methods that CAC may employ to not become subject to the “penny stock” rules of the SEC, immediately prior
to the Effective Time (as defined in the Plan of Merger) (the “NTA Proposal”).
Approval of the NTA Proposal requires the affirmative
vote of holders of at least two-thirds of the Company’s ordinary shares represented in person (including by virtual attendance)
or by proxy and entitled to vote thereon at the Meeting. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
─────────────────────────────────────────────────────────────
3,588,892 298 0 0
2. The Business Combination Proposal
Shareholders
approved and authorize the Business Combination Agreement, dated as of November 9, 2025, as amended on August 6, 2026 (as it may be
further amended, supplemented or otherwise modified from time to time) (the “Business Combination Agreement”), by and among the Company, 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, WISeKey
International Holding Ltd., a Swiss company, a copy of which is attached to the Proxy Statement as Annex A and Annex A-1, and the
transactions contemplated therein.
Approval of the Business
Combination Proposal requires the affirmative vote of the holders of a majority of the Company’s ordinary shares as of the record
date represented in person (including by virtual presence) or by proxy at the Meeting and entitled to vote thereon. The voting results
were as follows:
FOR AGAINST ABSTAIN BROKER
NON-VOTES
──────────────────────────────────────────────────────
3,407,497 181,693 0 0
3. The Merger Proposal
Shareholders approved
and authorize that (a) CAC merge with Merger Sub so that Merger Sub will merge with and into CAC and CAC will be the surviving company
and all the undertaking, property and liabilities of the Merger Sub vest in CAC by virtue of such merger pursuant to the Companies Act
(As Revised); (b) the Plan of Merger substantially in the form annexed to the Proxy Statement as Annex A-2 be and is hereby authorized,
approved and confirmed in all respects and CAC be authorized to enter into the Plan of Merger; (c) that upon the Effective Time (as defined
in the Plan of Merger): (i) the amending and restating of the memorandum and articles of CAC as the surviving company of the Merger is
approved in all respects, (ii) the board of directors and executive officers of CAC resign and the board of directors and the executive
officers of Merger Sub immediately prior to the Effective Time become the board of directors and executive officers of the Surviving
Company; and (iii) the authorized share capital of CAC (as the surviving company of the Merger) shall be amended such that firstly, all
authorized preference shares of par value US$0.0001 each shall be redesignated as authorized ordinary shares of a par value of US$0.0001
each, such that the authorized share capital of CAC (as the surviving company of the Merger) shall be US$50,000 divided into 500,000,000
ordinary shares of a par value of US$0.0001 each (the “Redesignation”); secondly, upon the Redesignation becoming effective,
the authorized share capital of CAC (as the surviving company of the Merger) shall be consolidated and divided at a ratio of 100 for
1 so as to become US$50,000 divided into 5,000,000 ordinary shares of a par value of $0.01 each (the “Share Consolidation”);
and thirdly (iii) upon the Share Consolidation becoming effective, the authorized share capital of CAC (as the surviving company of the
Merger) shall be decreased from $50,000 divided into 5,000,000 ordinary shares of a par value of $0.01 each to $1 divided into 100 ordinary
shares of a par value of $0.01 each by the cancellation of 4,999,900 authorized but unissued ordinary shares of a par value of $0.01
each.
Approval of the Nasdaq
Proposal requires the affirmative vote of two-thirds of the issued and outstanding ordinary shares of the Company as of the record date
represented in person (including by virtual presence) or by proxy at the Meeting and entitled to vote and voted thereon. The voting
results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
─────────────────────────────────────────────────────────────
3,407,497 181,693 0 0
4. The Pubco Equity
Plan Proposal
Shareholders approved
the adoption of a new equity incentive plan (the “Pubco Equity Plan”) by Pubco. A copy of the Pubco Equity Plan is attached
to the Proxy Statement as Annex D.
Approval of the Pubco
Equity Plan Proposal requires the affirmative vote of the holders of a majority of the Company’s ordinary shares as of the record
date represented in person (including by virtual presence) or by proxy at the Meeting and entitled to vote thereon. The voting results
were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
─────────────────────────────────────────────────────────────
3,407,497 181,693 0 0
5. The ESPP Proposal
Shareholders approved
the adoption of an employee share purchase program (the “Employee Share Purchase Program”) by Pubco. A copy of the Employee
Share Purchase Program is attached to the Proxy Statement as Annex E
Approval of the ESPP
Proposal requires the affirmative vote of the holders of a majority of the Company’s ordinary shares as of the record date represented
in person (including by virtual presence) or by proxy at the Meeting and entitled to vote thereon. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
─────────────────────────────────────────────────────────────
3,407,795 181,395 0 0
6. The Nasdaq Proposal
Shareholders approved,
for purposes of complying with applicable listing rules of The Nasdaq Stock Market, the issuance of up to an aggregate of 33,385,052
Pubco Ordinary Shares, no par value, in connection with the Merger, Share Exchange and PIPE Investment.
Approval of the Nasdaq
Proposal requires the affirmative vote of the holders of a majority of the Company’s ordinary shares as of the record date represented
in person (including by virtual presence) or by proxy at the Meeting and entitled to vote thereon. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
─────────────────────────────────────────────────────────────
3,407,497 181,693 0 0
7. The Pubco Director
Election Proposal
Shareholders
approved the proposal for the appointment of the following seven individuals, each effective from the consummation of the business
combination pursuant to the Business Combination Agreement, and who will constitute all the members of the board of directors of
Pubco: Carlos Moreira, David Fergusson, Cristina Dolan, Peter Ward, Cameron R. Johnson, Gwenael Rouy-Poirier and Philippe D.
Monnier.
Approval of the Pubco
Director Election Proposal requires the affirmative vote of the holders of a majority of the Company’s ordinary shares as of the
record date represented in person (including by virtual presence) or by proxy at the Meeting and entitled to vote thereon. The voting
results were as follows:
FOR WITHHELD BROKER
NON-VOTE
───────────────────────────────────────────────────────────────────
Carlos Moreira 3,407,795 181,395 0
David Fergusson 3,407,795 181,395 0
Cristina Dolan 3,407,795 181,395 0
Peter Ward 3,407,795 181,395 0
Cameron R. Johnson 3,407,795 181,395 0
Gwenael Rouy-Poirier 3,407,795 181,395 0
Philippe D. Monnier 3,407,795 181,395 0
As there were sufficient
votes to approve the above proposals, Proposal No. 8, the “Adjournment Proposal” described in the Proxy Statement was not
presented to the shareholders.
In connection with
the shareholders vote at the Meeting, 2,515,182 ordinary shares of CAC were tendered for redemption and redeemed upon closing of
business combination. As announced by Pubco in a press release dated October 1, 2026, on October 1, 2026, the business combination
with the Company pursuant to the Business Combination Agreement was closed.