[8-K] Columbus Acquisition Corp/Cayman Islands Reports Material Event
Columbus Acquisition Corp/Cayman Islands (symbol: COLA) is the issuer of record for a Form 8-K filing submitted to the SEC.
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Rhea-AI Filing Summary
Columbus Acquisition Corp/Cayman Islands (symbol: COLA) is the issuer of record for a Form 8-K filing submitted to the SEC.
Filing Explained
The merger is complete; redemptions are reported as completed, while the Pubco share figure is an issuance ceiling.
CAC shareholders approved the business combination on
If issued, additional Pubco shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.
8-K Event Classification
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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.
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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 |
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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 | |||||||||
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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.
Item 7.01 Regulation FD Disclosure.
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. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On October 2, 2026, Pubco issued a press release announcing the commencement of trading of its ordinary shares on Nasdaq under the ticker symbol “SAIQ.” A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in the filing, unless otherwise expressly set forth therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release dated October 1, 2026 | |
| 99.2 | Press Release dated October 2, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Columbus Acquisition Corp | |
| Dated: October 6, 2026 | /s/ Carlos Moreira |
| Carlos Moreira | |
| Sole Director |
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Exhibit 99.1
WISeSat.Space Holdings Corp. Announces Closing of Business Combination with Columbus Acquisition Corp
GENEVA, Switzerland, October 1, 2026 -- WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco” or “WISeSat”), today announced the completion today October 1, 2026 (“Closing”) of its previously announced business combination with Columbus Acquisition Corp (“CAC”) (the “Business Combination”). The ordinary shares of Pubco, the combined company following the Business Combination, will commence trading on the Nasdaq on October 2, 2026, under the ticker symbol “SAIQ.”
The Business Combination was approved by CAC’s shareholders at an extraordinary general meeting of shareholders on September 30, 2026, and all remaining closing conditions of the Business Combination were satisfied or waived among the parties as of October 1, 2026 prior to Closing.
Advisors
Maxim Group LLC served as WISeSat’s financial advisor. Ellenoff Grossman & Schole LLP represented WISeSat as legal counsel and Harney Westwood & Riegels (BVI) LP represented WISeSat as British Virgin Islands legal counsel. Loeb & Loeb LLP represented CAC as legal counsel and Ogier represented CAC as Cayman legal counsel. The Equity Group, Inc., served as WISeSat’s strategic communications advisor.
About WISeSat
WISeSat is a space technology company focused on secure satellite communications for Internet of Things applications. Its approach combines satellite infrastructure with cybersecurity and digital identity technologies to support trusted communications between connected devices and ground-based systems.
About Columbus Acquisition Corp.
Columbus Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. Columbus is led by Fen “Eric” Zhang, Chairman and Chief Executive Officer, and Jie “Janet” Hu, Chief Financial Officer, who are growth-oriented executives with a long track record of value creation across industries.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements also include, but are not limited to, statements regarding estimation of the listing. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of WISeSat’s management and are not predictions of actual performance. These statements involve risks, uncertainties and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although WISeSat believes that it has a reasonable basis for each forward-looking statement contained in this press release, WISeSat cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. The forward-looking statements in this press release represent the views of WISeSat as of the date of this press release. Subsequent events and developments may cause those views to change. Except as may be required by law, WISeSat does not undertake any duty to update these forward-looking statements.
CONTACTS
WISeSat:
Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@wisekey.com
WISeSat Investor Relations:
The Equity Group Inc.
Lena Cati
Tel: +1 212 836-9611
Lena.cati@theequitygroup.com
Columbus
Fen Zhang
Chairman and Chief Executive Officer
Email: eric.zhang@herculescapital.group
Tel: (+1) 949 899 1827
Exhibit 99.2
WISeSat.Space, a Space Technology Company, Closes Business Combination with Columbus Acquisition Corporation
WISeSat.Space Ordinary Shares to Begin Trading on Nasdaq on October 2
Listing Marks a New Chapter in the Company’s Mission to Bring Cybersecurity to Space and Deliver Trusted Satellite Connectivity
WISeSat.Space to Celebrate Milestone with Nasdaq Opening Bell Ceremony on October 9
GENEVA, Switzerland, October 2, 2026 -- WISeSat.Space Holdings Corp. (Nasdaq: SAIQ) (“WISeSat.Space”), a space technology company focused on PQC secure satellite communications and Internet of Things connectivity, announced on October 1, 2026 that it completed on that date its previously announced business combination (“Business Combination”) with Columbus Acquisition Corp (“CAC”), a publicly traded special purpose acquisition company. The Business Combination was approved by CAC’s shareholders at an extraordinary general meeting held on September 30, 2026. Effective today, October 2, 2026, WISeSat.Space’s ordinary shares will begin trading on Nasdaq under the ticker symbol “SAIQ”.
To celebrate this achievement, Carlos Moreira, Founder, Chairman and CEO of WISeSat.Space and its parent company, WISeQey Corp (“WISeQey”), is scheduled to ring the Nasdaq Opening Bell ceremony on Friday, October 9, 2026, at Nasdaq MarketSite in New York City’s Times Square.
The Nasdaq listing supports the Company’s ambition to expand its space infrastructure while leveraging WISeQey’s expertise in cybersecurity, digital identity and secure semiconductors. WISeSat.Space’s mission is to extend trusted connectivity beyond terrestrial networks, enabling connected devices to communicate securely through satellite infrastructure.
“Nasdaq listing represents an extraordinary milestone for WISeSat.Space and for everyone who has contributed to this journey,” said Mr. Moreira. “I want to thank our employees, management team, technology partners, advisors, investors and all those whose dedication has made this achievement possible. Their commitment has helped turn our vision of bringing cybersecurity to space into a growing business.”
Mr. Moreira continued: “As more devices and essential services rely on satellite connectivity, trust and PQC security must be built into the infrastructure from the outset. Our ambition is to combine satellite communications with digital identity, secure chips and post-quantum technologies to help protect data from the connected device to the space network. This listing opens a new chapter in advancing that mission.”
Bringing Cybersecurity to Space
WISeSat.Space has deployed satellites into orbit since 2024 and is developing satellite connectivity designed to support secure communications for connected devices, including applications in remote monitoring, logistics, defense, and infrastructure management.
Working within the WISeKey technology ecosystem, including collaboration with it sister company SEALSQ Corp (Nasdaq: LAES), the Company aims to integrate hardware-based security, device authentication and post-quantum protection into its satellite communications architecture. These capabilities are intended to help address both today’s cybersecurity threats and the evolving risks associated with future quantum computing.
Nasdaq Opening Bell Ceremony
The celebration is currently scheduled to take place on Friday, October 9, 2026, with the Nasdaq Opening Bell at 9:30 a.m. Eastern Time / 3:30 p.m. Swiss time.
The ceremony will recognize the teams and partners behind WISeSat.Space’s development and its mission to build trusted connectivity for an increasingly connected world.
Advisors
Maxim Group LLC served as WISeSat.Space’s financial advisor. Ellenoff Grossman & Schole LLP represented WISeSat.Space as legal counsel and Harney Westwood & Riegels (BVI) LP represented WISeSat.Space as British Virgin Islands legal counsel. Loeb & Loeb LLP represented CAC as legal counsel and Ogier represented CAC as Cayman legal counsel. The Equity Group, Inc., served as WISeSat’s strategic communications advisor.
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About WISeSat.Space
WISeSat.Space Holdings Corp. is a space technology company focused on secure satellite communications for Internet of Things applications. Its approach combines satellite infrastructure with cybersecurity and digital identity technologies to support trusted communications between connected devices and ground-based systems.
Forward-Looking Statements
This communication expressly or implicitly contains certain forward-looking statements concerning WISeSat.Space and its businesses. Forward-looking statements include statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we expect or anticipate will occur in the future, as well as any other statements which are not historical facts. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include WISeSat.Space’s ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; and the risks discussed in WISeSat.Space’s filings with the SEC. Risks and uncertainties are further described in reports filed by WISeSat.Space with the SEC.
WISeSat.Space is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
CONTACTS
WISeSat:
Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@wisesat.com
WISeSat Investor Relations:
The Equity Group Inc.
Lena Cati
Tel: +1 212 836-9611
Lena.cati@theequitygroup.com
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