Business Context and Reporting Period
Columbus Acquisition Corp (CAC) is a Cayman Islands-based blank check company formed to effect a business combination. This Form 10-Q covers the quarterly period ended March 31, 2026. The Company is classified as a shell company, a smaller reporting company, and an emerging growth company. As of the filing date, CAC has not commenced operations and has no operating revenue; its activities are limited to organizational efforts and identifying a target for a business combination.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income | $61,472 | $149,799 |
| General & Administrative Expenses | $225,928 | $253,934 |
| Interest Income (Trust Account) | $287,400 | $403,733 |
| Cash (Outside Trust) | $129,350 | $894,161 |
| Trust Account Balance | $26,836,906 | $62,231,602 |
| Working Capital Deficit | ($196,690) | N/A |
| Shares Subject to Redemption | 2,550,149 | 6,000,000 |
Material Changes vs. Prior Period
- Significant Shareholder Redemptions: In January 2026, shareholders approved a charter amendment to extend the business combination deadline. Concurrently, 3,449,851 shares were redeemed, resulting in a withdrawal of approximately $35.83 million from the Trust Account. This reduced the Trust Account balance from $62.2 million to $26.8 million.
- Net Income Decline: Net income decreased by approximately 59% compared to Q1 2025, primarily due to lower interest income earned on the reduced Trust Account balance.
- Liquidity Position: Cash held outside the Trust Account decreased by $354,406 during the quarter, driven by operating cash outflows and financing activities related to redemptions.
- Equity Status: The Company moved from positive retained earnings in Q4 2025 to an accumulated deficit of $196,884 as of March 31, 2026, due to accretion of redemption value and extension fees.
Outlook, Risks, and Unusual Items
- Proposed Business Combination: On November 9, 2025, CAC entered into a Business Combination Agreement (BCA) with WISeSat.Space Corp. (Target). The transaction values the Target at $250 million plus transaction financing. The deal requires shareholder approval and is subject to SEC review (Form F-4).
- Extension Timeline: The Company has until January 22, 2027 to complete a business combination. This requires monthly extensions funded by a $50,000 fee deposited into the Trust Account. As of the filing, the deadline has been extended to May 22, 2026.
- Target Extension Note: On May 5, 2026 (subsequent event), CAC issued a $100,000 unsecured promissory note to the Target to cover 50% of the monthly extension fees. This note is convertible into private units at $10.00 per unit.
- Going Concern Risk: Management has identified substantial doubt about the Company's ability to continue as a going concern for one year from the filing date due to the working capital deficit and the mandatory liquidation requirement if a business combination is not completed by the deadline.
- Related Party Liabilities: The Company owes $110,000 to a related party for administrative expenses and $75,000 to the Target.
Investor Verification Checklist
- Verify the status of the Form F-4 proxy statement regarding the WISeSat.Space merger and the timeline for shareholder voting.
- Confirm the sufficiency of the remaining Trust Account balance ($26.8M) to meet the $5,000,001 net tangible asset threshold required to avoid Rule 419 liquidation.
- Monitor the monthly extension fee payments ($50,000/month) to ensure the deadline is extended through January 2027.
- Assess the risk of liquidation if the business combination fails or if the Company cannot secure additional working capital to fund operations prior to closing.
- Review the terms of the Target Extension Note and its potential dilution impact upon conversion.