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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):
May 5, 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.
The disclosures set forth
under Item 2.03 are incorporated by reference.
Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
May 5, 2026, Columbus Acquisition Corp, a Cayman Islands exempted company (the “Company”), issued an unsecured promissory
note in the aggregate principal amount of $100,000 to WISeSat.Space Corp., a British Virgin Islands business company (the “Target”)
in connection with the Target payment of an aggregate of $100,000 of the Monthly Extension Fee (as defined below) (the “Target
Extension Note”). Pursuant to the amended and restated memorandum and articles of association (the “Charter”)
of the Company, the Company initially had until January 22, 2026 to complete its initial business combination, however the Company may
extend the period of time to consummate a business combination up to January 22, 2027, each by a one-month extension, subject to the deposit
of $50,000 (the “Monthly Extension Fee”) into the trust account of the Company (the “Trust Account”).
Since January 1, 2026, the Target has deposited an aggregate of $100,000 into the Trust Account through four deposits of $25,000, representing
50% of the Monthly Extension Fee per deposit, pursuant to that certain business combination agreement dated as of November 9, 2025 (as
it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) with
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”), the Target, and WISeKey International
Holding Ltd., a Swiss company (together with its successors, including after its anticipated domestication to the British Virgin Islands
prior to the Closing, the “Seller”).
The Target Extension Note
bears no interest and is payable in full upon the earliest to occur of (i) the termination date of the Business Combination Agreement
in accordance with its terms other than by the Company pursuant to Section 10.1(e) thereof, (ii) the date on which the Company consummates
its initial business combination, including the proposed business combination with the Target (a “Business Combination”),
and (iii) the date that the winding up of the Company is effective (such earlier date, the “Maturity Date”).
The payee of the Target Extension
Note, the Target or its registered assigns or successors in interest (the “Payee”), has the right, but not the obligation,
to convert the outstanding unpaid obligations payable to the Payee under the Target Extension Note, in whole or in part, respectively,
into private units (the “Conversion Units”) of the Company at a price of $10.00 per unit, each consisting of one ordinary
share, par value $0.0001 per share (the “Ordinary Share”) and one right to receive one-seventh (1/7) of one Ordinary
Share upon the consummation of a Business Combination, as described in the prospectus of the Company (File No: 333-283278).
Notwithstanding the foregoing,
in the event of a valid termination of the Business Combination Agreement by the Company pursuant to Section 10.1(e) thereof, upon the
completion of a Business Combination of the Company with other targets, other than the Target or its affiliate, the Payee, at its sole
election, may choose (i) either repayment of the outstanding amount under the Target Extension Note, or (ii) to convert the outstanding
amount into common or ordinary shares of the post-closing public company in such Business Combination (“Conversion Shares”)
at a price per share equal to $5.00 (with such price to be equitably adjusted if the Ordinary Shares, par value are subject to any share
splits, share dividends, combinations, recapitalizations and the like after the date of such Target Extension Note or are not converted
into common or ordinary shares of the post-closing public company in such Business Combination on a one-for-one basis).
The issuance of the Target
Extension Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Target Extension
Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description
of the Target Extension Note does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of
the Target Extension Note.
Item 3.02 Unregistered Sales of Equity Securities
The information disclosed
under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The
Conversion Units (and the underlying securities) and/or the Conversion Shares, issuable upon conversion of the Target Extension Note,
as applicable, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until the completion
of a Business Combination and (2) are entitled to registration rights.
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 proposed Business Combination, including without limitation statements regarding the anticipated benefits of
the proposed Business Combination, the anticipated timing of the proposed Business Combination, the implied enterprise value, future financial
condition and performance of the combined company after the Closing and expected financial impacts of the proposed Business Combination,
the satisfaction of closing conditions to the proposed Business Combination, the level of redemptions of the Company’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 proposed Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of the Company’s securities; (ii) the risk that the proposed Business Combination
may not be completed by the Company’s business combination deadline; (iii) the failure to satisfy the conditions to the consummation
of the proposed Business Combination, including the approval of the Business Combination Agreement by the shareholders of the Company,
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 proposed
Business Combination; (vii) the effect of the announcement or pendency of the proposed Business Combination on the Target’s business
relationships, operating results, and business generally; (viii) risks that the proposed Business Combination disrupts current plans and
operations of the Target and the Seller; (ix) the outcome of any legal proceedings that may be instituted against the Company, Pubco,
the Target or the Seller related to the Business Combination Agreement or the proposed Business Combination; (x) changes in the markets
in which the Target 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 Target may not be able to execute its 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 proposed Business Combination and the failure to realize anticipated benefits of the proposed Business
Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholders redemptions;
(xvi) the ability to recognize the anticipated benefits of the proposed 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
Target 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 Target’s projects; (xviii)
failure to commercialize products and achieve market acceptance of such products; (xix) the risk that the Target 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, post-combination,
experiences difficulties in managing its growth and expanding operations; (xxi) the risk of product liability or regulatory lawsuits or
proceedings relating to the Target’s business; (xxii) risks associated with intellectual property protection; (xxiii) the risk that
the Target is unable to secure or protect its intellectual property; and (xxiv) those factors discussed in the Company’s and Pubco’s
filings with the SEC and that will be contained in the Registration Statement relating to the proposed Business Combination.
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 on Form F-4 (the “Registration Statement”) and the amendments
thereto, and other documents to be filed by the Company 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 the Company 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 Target or the Company gives any assurance that Pubco, the Seller,
the Target or the Company will achieve expectations. These forward-looking statements should not be relied upon as representing Pubco’s,
the Company’s, the Seller’s or the Target’s assessments as of any date subsequent to the date of this Current Report.
Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information About the Proposed 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 of the Company and a prospectus for the registration of Pubco securities 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 THE COMPANY, PUBCO, THE SELLER AND THE PROPOSED 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 the Company 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 the Company 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 the Company’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 the Company, Pubco, the Seller 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 Current Report on Form 8-K in each case is not incorporated
by reference into, and is not a part of, this Current Report on Form 8-K.
Participants in the Solicitation
The Company, Pubco, 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 the Company’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 the Company, Pubco and the Seller in the Registration Statement to be filed with the SEC by Pubco, which will include the proxy statement
of the Company for the Business Combination. Information about the Company’s directors and executive officers is also available
in the Company’s filings with the SEC.
Non-Solicitation
This Current Report on 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 of 1933, as amended, or an exemption
therefrom.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 10.1 |
|
Target Extension Promissory Note dated May 5, 2026, issued by the Company to WISeSat.Space Corp. |
| 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 |
| |
|
|
| Date: May 11, 2026 |
|
|
