Columbus Acquisition (NASDAQ: COLA) wins charter extension as 3.45M shares redeem

Rhea-AI Filing Summary

Columbus Acquisition Corp held an extraordinary general meeting where shareholders approved changes to its charter and trust agreement. The new charter keeps the deadline to complete a business combination at January 22, 2026, but allows the company to elect up to twelve one-month extensions, potentially moving the outside date to January 22, 2027. The trust agreement was amended so the trustee must liquidate the trust account according to the revised charter timeline.

On the December 22, 2025 record date there were 7,944,290 ordinary shares outstanding. Shareholders approved both the charter and trust amendments by votes of 5,164,299 for and 1,188,717 against. In connection with the charter vote, 3,449,851 ordinary shares were submitted for redemption. After these redemptions, the company reports 4,494,439 ordinary shares outstanding, including 2,550,149 shares held by public shareholders.

Insights

SPAC and capital markets analyst

Charter extension approved with significant redemptions reshaping Columbus Acquisition’s SPAC profile.

Columbus Acquisition Corp obtained shareholder approval to revise its charter so it can extend its business combination deadline beyond January 22, 2026 through up to twelve one-month extensions, potentially to January 22, 2027. The trust agreement was amended so the trustee must liquidate the trust account in line with this revised timetable, tying cash release mechanics directly to the new charter terms.

Voting support was solid, with 5,164,299 votes for and 1,188,717 against both the charter and trust amendments out of 7,944,290 shares outstanding on the December 22, 2025 record date. However, 3,449,851 ordinary shares were redeemed in connection with the charter amendment, leaving 4,494,439 shares outstanding, including 2,550,149 held by public shareholders. This indicates a smaller remaining public float, while providing the company with additional time options to pursue a business combination under the amended framework.

8-K Event Classification

5 items: 1.01, 5.03, 5.07, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2026

COLUMBUS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42485		N/A
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification Number)

14 Prudential Tower

Singapore 049712

(Address of principal executive offices)

(+1) 949 899 1827

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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 (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol		Name of each exchange on which registered
Units, consisting of one ordinary share, $0.0001 par value, and one Right to acquire one-seventh of one ordinary share		COLAU		The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share		COLA		The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-seventh of one ordinary share		COLAR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On January 16, 2026, Columbus Acquisition Corp, a Cayman Islands exempted company (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders of the Company approved, among the other things, to amend the Investment Management Trust Agreement dated January 22, 2025 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”) to provide that the Trustee must commence liquidation of the Company’s trust account (the “Trust Account”) by the prescribed timeline as provided in the Company’s Amended Charter (as defined below). Upon the shareholders’ approval, on January 16, 2026, the Company and the Trustee entered into the amendment to the Trust Agreement.

A copy of the amendment to the Trust Agreement (the “Trust Amendment”) is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Trust Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Trust Amendment.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Extraordinary General Meeting, the shareholders of the Company approved the proposal (the “Charter Amendment Proposal”) that the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”), which provided that the Company has until January 22, 2026 to complete a business combination, be deleted in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association (the “Amended Charter”) to provide that the Company has until January 22, 2026 to complete a business combination, and may elect to extend the period to consummate a business combination up to twelve times, each by an additional one-month extension (the “Monthly Extension”), for a total of up to twelve months to January 22, 2027.

A copy of the Amended Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The disclosures set forth in this Item 5.03 are intended to be summaries only and are qualified in their entirety by reference to the Amended Charter.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 22, 2025, the record date of the Shareholder Meeting, there were 7,944,290 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) issued and outstanding, approximately 79.97% of which were represented in person or by proxy at the Extraordinary General Meeting.

The final results for the matter submitted to a vote of the Company’s shareholders at the Extraordinary General Meeting are as follows:

1

1. The Charter Amendment Proposal

The shareholders approved that the Charter be deleted in their entirety and substituted in their place with the Amended Charter, which provides that the Company has until January 22, 2026 to complete a business combination, and may elect to extend the period to consummate a business combination up to twelve times, each by an additional Monthly Extension, for a total of up to twelve months to January 22, 2027, with immediate effect. The voting results were as follows:

FOR		AGAINT		ABSTAIN
5,164,299		1,188,717		0

2. The Trust Amendment Proposal

The shareholders approved the proposal to amend the Trust Agreement to provide that the Trustee must commence liquidation of the Trust Account by the prescribed time as provided in the Amended Charter. The voting results were as follows: 

FOR		AGAINT		ABSTAIN
5,164,299		1,188,717		0

Item 8.01. Other Events.

In connection with the votes to approve the Charter Amendment Proposal, 3,449,851 Ordinary Shares of the Company were rendered for redemption. As a result, the Company has 4,494,439 Ordinary Shares issued and outstanding, including 2,550,149 shares held by public shareholders.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibits
3.1		Second Amended and Restated Memorandum and Articles of Associate, dated January 16, 2026.
10.1		Amendment to the Investment Management Trust Agreement dated January 16, 2026, between the Company and Continental Stock Transfer & Trust Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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
	By:	/s/ Fen Zhang
	Name:	Fen Zhang
	Title:	Chief Executive Officer
Date: January 20, 2026

3

FAQ

What did Columbus Acquisition Corp (COLA) shareholders approve at the extraordinary general meeting?

Shareholders approved a new Second Amended and Restated Memorandum and Articles of Association that keeps the business combination deadline at January 22, 2026 but allows up to twelve one-month extensions, potentially to January 22, 2027. They also approved an amendment to the Investment Management Trust Agreement so the trustee must liquidate the trust account according to the revised charter timeline.

How long can Columbus Acquisition Corp (COLA) now extend its SPAC business combination deadline?

Under the Amended Charter, Columbus Acquisition Corp has until January 22, 2026 to complete a business combination and may elect up to twelve additional one-month extensions. This structure allows a maximum extension period that can move the deadline to January 22, 2027, if all monthly extensions are used.

What changes were made to Columbus Acquisition Corp's trust agreement?

The trust agreement with Continental Stock Transfer & Trust Company was amended so the trustee must commence liquidation of the trust account by the time prescribed in the Amended Charter. This aligns the timing of trust liquidation with the extended business combination period approved in the charter.

How did Columbus Acquisition Corp (COLA) shareholders vote on the charter and trust amendments?

For both the Charter Amendment Proposal and the Trust Amendment Proposal, the voting results were 5,164,299 shares for, 1,188,717 shares against, and 0 abstentions. The record date was December 22, 2025, when 7,944,290 ordinary shares were issued and outstanding.

How many Columbus Acquisition Corp shares were redeemed in connection with the charter amendment?

In connection with the vote to approve the Charter Amendment Proposal, shareholders redeemed 3,449,851 ordinary shares. After these redemptions, Columbus Acquisition Corp reports 4,494,439 ordinary shares issued and outstanding, including 2,550,149 shares held by public shareholders.

What is the current share structure of Columbus Acquisition Corp after the redemptions?

Following the charter-related redemptions, Columbus Acquisition Corp has 4,494,439 ordinary shares issued and outstanding. Of this total, 2,550,149 ordinary shares are held by public shareholders, with the remainder held by other holders such as sponsors or insiders as implied by the difference.