COLA

Business Context and Reporting Period

Columbus Acquisition Corp (CAC) is a Cayman Islands exempted corporation formed as a Special Purpose Acquisition Company (SPAC) to effect a business combination. The filing covers the fiscal year ended December 31, 2025, and includes subsequent events through March 19, 2026. The Company consummated its Initial Public Offering (IPO) on January 24, 2025, raising $60 million in gross proceeds. On November 9, 2025, CAC entered into a definitive Business Combination Agreement (BCA) with WISeKey International Holding Ltd. (the "Target") and WISeSat.Space Holdings Corp. (the "Pubco").

Key Financial Metrics

Note: The Company has no operating revenue. Net income is derived primarily from interest earned on the Trust Account.

Material Changes and Transactions

• Redemptions and Extension: On January 16, 2026, shareholders approved a charter amendment to extend the business combination deadline to January 22, 2027. Concurrently, 3,449,851 ordinary shares were redeemed, releasing approximately $35.82 million from the Trust Account.
• Extension Fees: As of the filing date, $100,000 in monthly extension fees had been deposited into the Trust Account ($50,000 by the Company and $50,000 by the Target), extending the deadline to March 22, 2026.
• Share Structure: Following the IPO and forfeiture of 225,000 Founder Shares (due to unexercised over-allotment), the Sponsor holds 1,698,290 ordinary shares (37.8% ownership). Public shares outstanding are subject to redemption.
• Going Concern: The auditors have issued an explanatory paragraph regarding "Going Concern," noting substantial doubt about the Company's ability to continue as a going concern if the business combination is not completed by the deadline or if additional financing is not secured.

Outlook, Risks, and Management Commentary

• Proposed Business Combination: The transaction with WISeKey values the Target at $250 million plus transaction financing. Upon closing, CAC will become a wholly-owned subsidiary of Pubco, and CAC securities will convert to Pubco ordinary shares.
• Timeline: The Company currently has until March 22, 2026 to complete the transaction, with the option to extend monthly up to January 22, 2027, subject to $50,000 monthly deposits.
• Risks:
  • Completion Risk: The transaction is subject to shareholder approval and regulatory filings (Form F-4). Failure to close by the deadline triggers mandatory liquidation.
  • Foreign Jurisdiction Risks: The Target is Swiss/BVI-based. Risks include potential PCAOB inspection limitations if the target has operations in China, and CFIUS review if the target involves U.S. critical technologies.
  • Liquidity: The Company relies on the Trust Account and potential working capital loans from the Sponsor to fund operations until the combination.
• Management Commentary: Management believes the financial statements present fairly the Company's position but emphasizes that the ability to continue as a going concern is dependent on the successful consummation of the business combination.

Investor Verification Checklist

• Redemption Impact: Verify the remaining cash in the Trust Account post-redemption ($35.82 million released) and its sufficiency to meet the $5,000,001 net tangible asset requirement for the merger.
• Extension Funding: Confirm the ability of the Company and the Target to continue funding the $50,000 monthly extension fees if the deal timeline slips.
• Shareholder Approval: Monitor the status of the Form F-4 proxy statement and the scheduled extraordinary general meeting for the business combination vote.
• Going Concern Status: Assess the likelihood of the transaction closing before the March 22, 2026 deadline to avoid mandatory liquidation.
• Related Party Transactions: Review the Sponsor Agreement and Lock-up Agreement terms regarding the Sponsor's commitment to vote in favor and not redeem shares.