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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
November 10, 2025
Date of Report (Date of earliest event reported)
COLUMBUS ACQUISITION CORP
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-42485 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
14 Prudential Tower
Singapore 049712 |
| (Address of Principal Executive Offices) |
(+1) 949 899 1827
Registrant’s telephone number, including
area code
N/A
(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 |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class |
|
Trading Symbol(s) |
|
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01 Regulation FD Disclosure.
On November 10, 2025, Columbus
Acquisition Corp (“CAC”) and WISeKey International Holding AG (SIX: WIHN, NASDAQ: WKEY), a Swiss company of unlimited duration
with limited liability under the laws of Switzerland (the “Seller”), issued a joint press release announcing the execution
of a business combination agreement, dated as of November 9, 2025 (the “Business Combination Agreement”) by and among (1)
CAC, (2) the Seller, (3) WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”), (4) WISeSat Merger
Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), and (5) WISeSat.Space
Corp., a British Virgin Islands business company (the “Company”, and the transactions contemplated by the Business Combination
Agreement, the “Business Combination”). 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.
The press release 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, 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.
Forward-Looking Statements
This Current Report on Form
8-K contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities
laws with respect to the Business Combination, including without limitation statements regarding the anticipated benefits of the Business
Combination, the anticipated timing of the Business Combination, the products offered by the Company and the Seller and the markets in
which each operates, the implied enterprise value, future financial condition and performance of the combined company after the Closing
and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination, the level
of redemptions of CAC’s public shareholders and the products and markets and expected future performance and market opportunities
of the combined company. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,”
“future,” “opportunity,” “potential,” “plan,” “seeks,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties.
These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking
statements in this communication, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of CAC’s and the Seller’s securities; (ii) the risk that the Business
Combination may not be completed by CAC’s business combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by CAC; (iii) the failure to satisfy the conditions to the consummation of the Business Combination,
including the approval of the Business Combination Agreement by the shareholders of CAC, the satisfaction of the closing requirements
and the receipt of certain governmental, regulatory and third party approvals; (iv) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Business Combination Agreement; (v) redemptions exceeding anticipated levels; (vi) the
failure to meet Nasdaq initial listing standards in connection with the consummation of the Business Combination; (vii) the effect of
the announcement or pendency of the Business Combination on the Company’s business relationships, operating results, and business
generally; (viii) risks that the Business Combination disrupts current plans and operations of the Company and the Seller; (ix) the outcome
of any legal proceedings that may be instituted against CAC, Pubco, the Company or the Seller related to the Business Combination Agreement
or the Business Combination; (x) changes in the markets in which the Company competes, including with respect to its competitive landscape,
technology evolution, or regulatory changes; (xi) changes in domestic and global general economic conditions; (xii) the risk that Pubco
and the Company may not be able to execute their growth strategies; (xiii) risks related to supply chain disruptions; (xiv) the risk that
Pubco may not be able to develop and maintain effective internal controls; (xv) costs related to the Business Combination and the failure
to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including
with respect to estimated shareholder redemptions; (xvi) the ability to recognize the anticipated benefits of the Business Combination
and to achieve commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among
other things, competition, the ability of the Company to grow and manage growth economically and hire and retain key employees; (xvii)
inability to achieve successful results or to obtain licensing of third-party intellectual property rights for future discovery and development
of the Company’s projects; (xviii) failure to commercialize products and achieve market acceptance of such products; (xix) the risk
that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or
at all; (xx) the risk that Pubco will experience difficulties in managing its growth and expanding operations; (xxi) the risk of product
liability or regulatory lawsuits or proceedings relating to the Company’s business; (xxii) risks associated with intellectual property
protection; (xxiii) the risk that the Company is unable to secure or protect its intellectual property and (xxiv) those factors discussed
in documents of CAC and Pubco filed or to be filed with the SEC, including in the registration statement relating to the Business Combination
(the “Registration Statement”).
The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in
the “Risk Factors” section of the Registration Statement and the amendments thereto, and other documents to be filed by CAC
and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while the Pubco
and CAC may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise
these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable
law. None of Pubco, the Seller, the Company or CAC gives any assurance that Pubco, the Seller, the Company or CAC will achieve expectations.
These forward-looking statements should not be relied upon as representing Pubco’s, CAC’s, the Seller’s or the Company’s
assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon any forward-looking
statements.
Additional Information About the Business Combination
and Where to Find It
In
connection with the Business Combination Agreement and
the Business Combination, Pubco intends to file relevant materials with the SEC, including the Registration Statement, which will include
a proxy statement/prospectus of CAC, and a prospectus for the registration of Pubco securities in connection with the Business Combination.
THIS CURRENT REPORT ON FORM
8-K IS NOT A SUBSTITUTE FOR THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS OR ANY OTHER DOCUMENT THAT CAC WILL
SEND TO ITS SHAREHOLDERS IN CONNECTION WITH THE BUSINESS COMBINATION.
THE PARTIES URGE THEIR INVESTORS,
SHAREHOLDERS, AND OTHER INTERESTED PERSONS TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND DEFINITIVE PROXY STATEMENT/PROSPECTUS,
IN EACH CASE WHEN FILED WITH THE SEC AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT CAC, THE COMPANY, PUBCO AND THE BUSINESS COMBINATION. After the Registration Statement is declared effective by the SEC, the definitive
proxy statement/prospectus and other relevant documents will be mailed to the shareholders of CAC as of the record date in the future
to be established for voting on the Business Combination and will contain important information about the Business Combination and related
matters. Shareholders of CAC and other interested persons are advised to read, when available, these materials (including any amendments
or supplements thereto) and any other relevant documents in connection with CAC’s solicitation of proxies for the meeting of shareholders
to be held to approve, among other things, the Business Combination, because they will contain important information about CAC, the Company,
Pubco and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination,
without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Columbus Acquisition Corp, 14
Prudential Tower, Singapore 049712, telephone: +1 949 899 1827. The information contained on, or that may be accessed through, the websites
referenced in this Form 8-K in each case is not incorporated by reference into, and is not a part of, this Form 8-K.
Participants in the Solicitation
CAC and the Seller, and their
respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the
solicitation of proxies of CAC’s shareholders in connection with the Business Combination. Investors and security holders may obtain
more detailed information regarding the names and interests in the Business Combination of the directors and officers of CAC, Pubco and
the Seller in the Registration Statement to be filed with the SEC by PubCo, which will include the proxy statement of CAC for the Business
Combination. Information about CAC’s directors and executive officers is also available in the CAC’s filings with the SEC.
Non-Solicitation
This Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination
and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
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 November 10, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
Dated: November 10, 2025
