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Columbus Acquisition Corp (COLA) is asking shareholders to approve a de‑SPAC business combination with WISeSat.Space Holdings Corp (“Pubco”) and WISeSat.Space Corp, plus related charter changes, share plans and director elections. The transaction values the seller at $250 million plus Transaction Financing, divided by $10.00 per Pubco share, resulting in 26 million Pubco shares to seller shareholders, split between Ordinary and Class F shares.
The registration statement covers up to 31,385,052 Pubco Ordinary Shares for issuance in the Business Combination. A separate Nasdaq proposal seeks approval to issue up to 33,385,052 Pubco Ordinary Shares, including shares for the merger, share exchange and a $10 million PIPE at the CAC redemption price (illustrated at $10.66 per share, or 938,086 initial PIPE shares plus up to 1,061,914 additional shares). As of August 17 2026, CAC’s trust account held about $27.38 million, and public shareholders are estimated to be able to redeem at roughly $10.77 per share.
Post‑closing, Pubco will have dual‑class equity. Pubco Class F shares, held only by WISeKey and its subsidiary SEALSQ, carry voting rights sized so that Class F as a class controls 49.99% of total voting power. Assuming no redemptions, WISeKey is expected to own about 75% of Pubco shares (29% Ordinary, 46% Class F), leaving Pubco a Nasdaq “controlled company.” The sponsor and insiders will hold about 1,977,760 Pubco Ordinary Shares and have significant incentives to complete the deal, including founder shares originally bought for $25,000. CAC’s board obtained a fairness opinion from Newbridge Securities and unanimously recommends voting FOR all proposals; public shareholders retain redemption rights regardless of their vote.
Meteora Capital, LLC and Vik Mittal report their ownership of Class A common stock of Columbus Acquisition Corp/Cayman Islands. They beneficially own 141,742 shares, representing 3.15% of the class, held through funds and managed accounts advised by Meteora Capital.
The reporting persons have shared voting and dispositive power over 141,742 shares and no sole voting or dispositive power. The statement notes that it should not be construed as an admission that any reporting person is the beneficial owner for purposes of Section 13 of the Exchange Act.
Columbus Acquisition Corp has a significant shareholder group led by Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr., which reports beneficial ownership of 557,800 Ordinary Shares, representing 12.41% of the class. All voting and dispositive authority over these shares is shared rather than sole.
The shares are held across several investment funds, including Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP, and Harraden Circle Concentrated, LP, for which Harraden Circle Investments, LLC acts as investment manager. An internal reorganization effective June 30, 2026 changed which parties are considered beneficial owners, and this amendment removes former reporting persons who no longer have beneficial ownership while leaving Harraden Circle Investments, LLC and Mr. Fortmiller as the remaining reporting persons.
Columbus Acquisition Corp received an amended beneficial ownership report from Harraden Circle Investments, LLC and its managing member, Frederick V. Fortmiller, Jr. They report beneficial ownership of 557,800 Ordinary Shares of Columbus Acquisition Corp, representing 7.02% of the class. All of these shares are held with shared voting and dispositive power; neither reporting person has sole voting or sole dispositive power over any shares. The shares are held for the accounts of several Harraden-managed funds, which are entitled to receive dividends or sale proceeds. The amendment reflects an internal reorganization effective June 30, 2026, after which certain prior reporting persons are no longer beneficial owners, and it changes the rule basis under which this ownership is reported.
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 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 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 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.