Business Context and Reporting Period
Company: Columbus Acquisition Corp (CAC)
Filing Type: Form 8-K (Current Report)
Date of Report: November 9, 2025
Event: Entry into a Material Definitive Agreement (Business Combination Agreement or "BCA") with WISeSat.Space Holdings Corp. ("Pubco"), WISeSat Merger Sub Corp., WISeSat.Space Corp. ("Company"), and WISeKey International Holding Ltd. ("Seller").
The transaction involves a share exchange and merger where Pubco will acquire the Company, and CAC will merge into a subsidiary of Pubco. CAC is an emerging growth company incorporated in the Cayman Islands.
Key Financial Metrics and Transaction Terms
Exchange Consideration: The aggregate value of the Exchange Shares issued to the Seller will equal:
- Base Value: $250,000,000 (Two Hundred Fifty Million U.S. Dollars).
- Plus: The amount of any Transaction Financing made into the Company or its subsidiaries prior to Closing.
- Share Valuation: Each Pubco Ordinary Share is valued at $10.00 for this calculation.
Capital Structure Changes:
- Unit Separation: CAC Units will detach into Ordinary Shares and Rights.
- Right Conversion: Each CAC Right converts into one-seventh of one CAC Ordinary Share.
- Merger Consideration: Outstanding CAC Ordinary Shares convert into one Pubco Ordinary Share each.
- Seller Distribution: The Seller may distribute up to 10% of the Exchange Shares to its shareholders post-closing.
Financing and Expenses:
- Target Financing: Parties covenant to seek at least $10 million in proceeds.
- Working Capital Loans: The Company will provide loans to CAC for transaction costs, capped at $900,000.
- Extension Payments: If the deadline is extended, the Sponsor and Company will each pay 50% of the monthly extension fees.
Termination Fees: If the agreement is terminated due to a material breach by either party, the breaching party must pay the non-breaching party reasonable out-of-pocket costs up to $700,000.
Material Changes and Transaction Mechanics
Corporate Structure: Upon closing, the Company becomes a wholly-owned subsidiary of Pubco. CAC becomes a wholly-owned subsidiary of Pubco (via Merger Sub). The Seller becomes a shareholder of Pubco.
Voting Rights: Pubco Class F Shares (issued to the Seller) will be entitled to 49.9% of the total vote on matters voted on by Pubco Shareholders. These shares automatically convert to Ordinary Shares upon certain transfers.
Board Composition: The post-closing Pubco board will be a classified board with three classes, consisting of six members designated by the Company and one independent member designated by CAC.
Trust Account: The Company, Pubco, Merger Sub, and Seller have waived any rights or claims to monies in CAC's trust account or distributions therefrom.
Guidance, Outlook, Risks, and Contingencies
Conditions to Closing: The transaction is subject to customary conditions, including:
- Approval by CAC shareholders.
- Effectiveness of the SEC Registration Statement.
- Qualification of Pubco as a foreign private issuer.
- Nasdaq listing approval for Pubco.
- Delivery of audited financial statements for the Company for years ended Dec 31, 2024 and 2023, and reviewed statements for the six months ended June 30, 2025 (due by Nov 30, 2025).
Timeline:
- Current Deadline: January 22, 2026.
- Extension Option: CAC may extend the deadline for six monthly automatic one-month extensions upon written request by the Company on or after November 24, 2025.
- Outside Date: The agreement may be terminated if closing does not occur by July 22, 2026.
Lock-Up Period: Seller and certain other holders cannot transfer Restricted Securities until the earlier of:
- Six months post-closing.
- 60 days post-closing if the closing price exceeds $12.50 for 20 trading days within a 30-day period.
- A liquidation or change of control transaction.
Risks and Forward-Looking Statements: The filing contains extensive forward-looking statements regarding the anticipated benefits, timing, and financial performance of the combined company. Key risks include failure to complete the transaction, failure to satisfy closing conditions, redemptions exceeding anticipated levels, failure to meet Nasdaq listing standards, and general market and economic conditions.
Investor Verification Checklist
- Shareholder Approval: Verify the outcome of the CAC shareholder vote required to approve the BCA.
- Redemption Levels: Monitor the level of redemptions by CAC public shareholders, which impacts the cash available for the transaction and the pro forma capitalization.
- Financing Status: Confirm whether the targeted $10 million in transaction financing has been secured.
- Financial Statements: Review the audited financial statements for the Company (2023, 2024) and reviewed statements (H1 2025) once filed, as these are a condition to closing.
- Nasdaq Listing: Confirm Pubco's qualification as a foreign private issuer and its initial listing approval on Nasdaq.
- Trust Account Waiver: Note that the Seller has waived rights to the CAC trust account; verify the implications for CAC public shareholders regarding redemption proceeds.