Columbus Acquisition Corp amended its business combination agreement with WISeSat-related entities to extend the Outside Date for completing their planned merger to October 31, 2026, providing additional time to close the transaction.
The company, Pubco and the target also entered a Subscription Agreement with SEALSQ for a $10,000,000 PIPE Investment in Pubco Ordinary Shares, priced at the same per-share Redemption Price offered to public shareholders. Using an illustrative Redemption Price of about $10.66 per share as of June 30, 2026, the investment would equal approximately 938,086 Pubco Ordinary Shares. The PIPE includes a VWAP-based adjustment that can grant Additional Subscription Shares if the post-closing trading price is below the PIPE Purchase Price, subject to a $5.00 per-share floor.
Columbus Acquisition Corp, a Cayman Islands SPAC, reports total assets of $27,306,272 as of June 30, 2026, including $27,213,256 held in a Trust Account and only $8,393 of cash outside the trust. Trust assets fell from $62,231,602 at December 31, 2025 after redeeming 3,449,851 public shares for approximately $35.83 million, leaving 2,550,149 ordinary shares subject to possible redemption.
For the six months ended June 30, 2026, general and administrative expenses were $362,492 and interest income on the Trust Account was $513,750, resulting in net income of $151,258. The company has a working capital deficit of $483,254, and management states that this liquidity position and the limited time to complete a deal raise substantial doubt about its ability to continue as a going concern within one year.
The company has a business combination agreement with WISeSat.Space Holdings Corp. under which Pubco would issue shares with an aggregate value of $250,000,000 plus any Transaction Financing, at $10.00 per Pubco share, and each CAC share would convert into one Pubco ordinary share. To extend its completion deadline toward January 22, 2027, a total of $350,000 of monthly extension fees has been deposited into the Trust Account, funded partly through $250,000 of unsecured, convertible Extension Notes from the sponsor and target. Nasdaq has granted time until November 18, 2026 to regain compliance with the minimum 400-holder requirement, while a prior market-value deficiency has been cured.
Columbus Acquisition Corp extended the deadline to complete its initial business combination by one month, from July 22, 2026 to August 22, 2026, by depositing a $50,000 Monthly Extension Fee into its Trust Account on July 21, 2026.
The fee was split equally between the Sponsor and WISeSat.Space Corp., and on July 30, 2026 the company issued two unsecured, non-interest-bearing promissory notes of $25,000 each (the Target Extension Note and the Sponsor Extension Note) to reimburse them. Each note is repayable upon a business combination or the company’s winding up, with additional termination-based repayment or conversion rights for the Target Extension Note.
Both notes may, at the holders’ option, be converted into private units at $10.00 per unit, each unit consisting of one ordinary share and one right to receive one-seventh of an ordinary share, and in certain circumstances the Target may instead elect to convert at $5.00 per share into the post-closing public company’s stock. The issuances relied on the Section 4(a)(2) registration exemption and include transfer restrictions and registration rights.
Columbus Acquisition Corp extended the time to complete its initial business combination by one month, from July 22, 2026 to August 22, 2026, by depositing a $50,000 Monthly Extension Fee into its trust account on July 21, 2026. Under its charter, the deadline may be extended monthly up to January 22, 2027. The fee was funded equally by the Sponsor, Hercules Capital Management VII Corp, and the Target, WISeSat.Space Corp, at $25,000 each.
On July 30, 2026, the company issued two unsecured promissory notes of $25,000 each to the Target and the Sponsor (the Extension Notes), bearing no interest and payable upon consummation of a business combination, winding up, or specified termination events. Each payee may convert amounts outstanding into private units at $10.00 per unit, each unit consisting of one ordinary share and one right to receive one-seventh of an ordinary share. If Columbus terminates the Business Combination Agreement under a designated provision and later completes a different business combination, the Target may instead elect repayment or conversion into post-closing company shares at $5.00 per share. The notes and potential equity issuances rely on a private-offering exemption and the resulting securities carry transfer restrictions and registration rights.
Columbus Acquisition Corp extended the deadline to complete its initial business combination by one month to July 22, 2026 by depositing a $50,000 Monthly Extension Fee into its trust account. The sponsor and WISeSat.Space Corp. each funded $25,000, and on July 29, 2026 the company issued two unsecured, non‑interest‑bearing promissory notes in those amounts.
Each note is repayable upon a business combination or winding up, with the Target note also payable upon most terminations of the Business Combination Agreement. The payees may convert amounts into private units at $10.00 per unit, or, for the Target note after a specified termination, into post‑closing shares at $5.00 per share. The arrangements were made as unregistered offerings under Section 4(a)(2) of the Securities Act.
Columbus Acquisition Corp extended the deadline for completing its initial business combination by one month, from June 22, 2026 to July 22, 2026, by depositing a $50,000 Monthly Extension Fee into its Trust Account, as allowed by its charter for monthly extensions through January 22, 2027.
On July 29, 2026 the company issued two unsecured promissory notes: a $25,000 Target Extension Note to WISeSat.Space Corp. and a $25,000 Sponsor Extension Note to Hercules Capital Management VII Corp., each issued in connection with that party’s payment of 50% of the Monthly Extension Fee. The notes bear no interest. The Target note is payable upon the earlier of certain terminations of the Business Combination Agreement, completion of a business combination, or the company’s winding up; the Sponsor note is payable upon completion of a business combination or winding up.
Each note may be converted at the holder’s option into private units at $10.00 per unit, each unit consisting of one ordinary share and one right to receive one‑seventh of an ordinary share upon closing of a business combination. If the current transaction is validly terminated by the company under a specified provision and another business combination closes, the Target note holder may instead elect repayment or conversion into post‑closing shares at $5.00 per share. Any resulting Conversion Units or Conversion Shares are subject to lock‑up restrictions and carry registration rights.
Columbus Acquisition Corp amends an earlier report to clarify that the $50,000 Monthly Extension Fee used to extend its business combination deadline was funded equally by its sponsor and its merger target, WISeSat.Space Corp. Each party’s $25,000 contribution is evidenced by a separate unsecured promissory note.
Under the charter, paying the $50,000 fee on May 21, 2026 extended the deadline to complete an initial business combination from May 22, 2026 to June 22, 2026, with the period extendable in one‑month increments up to January 22, 2027. The Target Extension Note and Sponsor Extension Note bear no interest and are repayable upon completion of a business combination or winding up, with the target note also tied to certain termination outcomes.
Each note holder may elect to convert outstanding amounts into private units at $10.00 per unit, each unit consisting of one ordinary share and a right to receive one‑seventh of an ordinary share, and the target note also allows, in specified alternative‑transaction circumstances, conversion into post‑closing common or ordinary shares at $5.00 per share. The issuances rely on a Section 4(a)(2) exemption and the resulting securities carry transfer restrictions and registration rights.
Columbus Acquisition Corp filed an amendment updating how a Monthly Extension Fee for its SPAC business combination timeline was funded and documenting related promissory notes. Under its charter, the company can extend the deadline to complete an initial business combination from May 22, 2026 in one‑month increments up to January 22, 2027 by depositing a $50,000 Monthly Extension Fee into its trust account each month.
On May 21, 2026, $50,000 was deposited, extending the deadline to June 22, 2026. The amendment clarifies that $25,000 was paid by the sponsor, Hercules Capital Management VII Corp, and $25,000 by the proposed target, WISeSat.Space Corp. In connection with these payments, Columbus issued two unsecured, non‑interest‑bearing promissory notes: a $25,000 Target Extension Note dated May 21, 2026 and a $25,000 Sponsor Extension Note dated July 29, 2026.
Each note is repayable upon a business combination or the company’s winding‑up, with additional conditions for the Target Extension Note tied to termination of the Business Combination Agreement. Both notes are optionally convertible into private units at $10.00 per unit, each unit comprising one ordinary share and a right to receive one‑seventh of an ordinary share, and the Target Extension Note can alternatively convert into post‑combination shares at $5.00 per share in certain scenarios.
Columbus Acquisition Corp reported that Nasdaq granted an extension through November 18, 2026 for the company to regain compliance with Listing Rule 5450(a)(2), known as the Minimum Holders Rule for continued listing.
Nasdaq previously notified the company on May 22, 2026 that it was not meeting this rule. Columbus Acquisition Corp submitted a compliance plan on July 2, 2026, and Nasdaq granted the extension after reviewing that submission.
WISeKey and WISeSat submitted an amended draft Form F-4 on May 29, 2026 in connection with a previously announced Business Combination Agreement dated November 9, 2025 among WISeSat, Columbus Acquisition Corp. (Nasdaq: COLA) and related parties. The filing relates to a proposed business combination that would form a Nasdaq-listed operating company expected to trade as WSAT. Completion remains subject to SEC review, CAC shareholder approval and other customary closing conditions, and the Registration Statement must be declared effective before proxy materials are mailed.
The release describes WISeSat’s secure nanosatellite constellation and WISeKey’s technology contributions, and directs readers to obtain the Registration Statement, proxy statement/prospectus and related exhibits from the SEC or company websites when publicly filed.