Filed by WISeSat.Space Holdings Corp.
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Commission File No. 333-296969
Subject
Company:
WISeSat.Space Corp.
Commission File No. 333-296969-01
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): September
29, 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)
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 (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 8.01. Other Events
As previously disclosed, Columbus Acquisition Corp
(the “Company”) convened its Extraordinary General Meeting of the Shareholders (the “Meeting”) on September 10,
2026, for the sole purpose of adjourning the Meeting without conducting any other business, and subsequently announced that the Meeting
would be reconvened on September 28, 2026. On September 28, 2026, the Meeting was reconvened and opened with a quorum present, but was
further adjourned without conducting any business to 9:00 a.m. Eastern Time on September 29, 2026.
On September 29, 2026, the Company reconvened the
Meeting with a quorum present. The Chairman, exercising his authority as Chairman of the Meeting, further adjourned the Meeting without
submitting any proposals to a shareholder vote. The Meeting was adjourned to 9:30 a.m. Eastern Time on September 30, 2026 at the offices
of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via teleconference using the following dial-in
information:
Telephone access:
Within the U.S.: and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Phone conference ID: 5870682#
The Meeting was adjourned as to all of the proposals
contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on August
19, 2026, including any amendments or supplements thereto (the “Proxy Statement”), including the proposal to approve the proposed
business combination with WISeSat.Space Corp. Except for the meeting date and time provided above, the Company’s previously announced
information concerning the Meeting remains unchanged.
The record date for determining the Company shareholders
entitled to receive notice of and to vote at the Meeting remains the close of business on August 17, 2026 (the “Record Date”).
Shareholders as of the Record Date are eligible to vote, even if they have subsequently sold their shares.
If you have already voted, you do not need to vote
again unless you would like to change or revoke your prior vote on any proposal.
If you have already submitted a proxy and do not wish
to change your vote, you need not take any further action. If you have submitted a proxy and wish to change your vote, you may revoke
your proxy at any time before it is exercised at the Meeting as provided in the Proxy Statement. Please note, however, that if your shares
are held in street name by a broker or other nominee and you wish to revoke a proxy, you must contact the broker or nominee to revoke
any prior voting instructions.
The Company’s shareholders who have questions
regarding the adjournment, or the Meeting, or would like to request documents may contact the Company’s proxy solicitor, Advantage
Proxy, Inc., at:
Advantage Proxy, Inc. P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free 1-877-870-8565
Banks and brokers call 1-206-870-8565
Email: ksmith@advantageproxy.com
In addition, shareholders who have already submitted
a redemption request with respect to the shares held by them may withdraw such request by contacting our transfer agent. If you would
like to change or revoke your prior vote on any proposal, or reverse a redemption request, please refer to the Proxy Statement for additional
information on how to do so.
On September 29, 2026, the Company issued a press
release announcing that it had adjourned the Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K, which is incorporated by reference. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed”
for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
and Where to Find It
On August 19, 2026, the Company
filed a definitive proxy statement with the SEC in connection with its solicitation of proxies for the Meeting. INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE
COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto)
and other documents filed with the SEC through the website maintained by the SEC at www.sec.gov or by contacting the Company’s proxy
solicitor.
Participants in the Solicitation
The Company and its respective
directors and officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Meeting.
Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings
or otherwise, is set forth in the definitive proxy statement. You may obtain free copies of these documents using the sources indicated
above.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated September 29, 2026 |
| 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: September 29, 2026 |
|
|
Exhibit 99.1
Columbus
Acquisition Corp Announces Adjournment of Reconvened Extraordinary General Meeting of the Shareholders
New York, Sept. 29, 2026 (GLOBE NEWSWIRE) -- Columbus Acquisition Corp (the “Company”), a blank check company, today announced that it reconvened its Extraordinary
General Meeting of the Shareholders (the “Meeting”) and, without conducting any business, adjourned the Meeting to 9:30 a.m.
Eastern Time on September 30, 2026 at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via teleconference
using the following dial-in information:
Telephone access:
Within the U.S.: and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Phone conference ID: 5870682#
The Meeting was adjourned as to all of the
proposals contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”)
on August 19, 2026, including any amendments or supplements thereto (the “Proxy Statement”), including the proposal to approve
the proposed business combination with WISeSat.Space Corp. Except for the meeting date and time provided above, the Company’s previously
announced information concerning the Meeting remains unchanged.
The record date for determining the Company
shareholders entitled to receive notice of and to vote at the Meeting remains the close of business on August 17, 2026 (the “Record
Date”). Shareholders as of the Record Date are eligible to vote, even if they have subsequently sold their shares.
If you have already voted, you do not need
to vote again unless you would like to change or revoke your prior vote on any proposal.
If you have already submitted a proxy and
do not wish to change your vote, you need not take any further action. If you have submitted a proxy and wish to change your vote, you
may revoke your proxy at any time before it is exercised at the Meeting as provided in the Proxy Statement. Please note, however, that
if your shares are held in street name by a broker or other nominee and you wish to revoke a proxy, you must contact the broker or nominee
to revoke any prior voting instructions.
The Company’s shareholders who have
questions regarding the adjournment, or the Meeting, or would like to request documents may contact the Company’s proxy solicitor,
Advantage Proxy, Inc., at:
Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free 1-877-870-8565
Banks and brokers call 1-206-870-8565
Email: ksmith@advantageproxy.com
In addition, shareholders who have already
submitted a redemption request with respect to the shares held by them may withdraw such request by contacting our transfer agent. If
you would like to change or revoke your prior vote on any proposal, or reverse a redemption request, please refer to the Proxy Statement
for additional information on how to do so.
About Columbus Acquisition Corp
Columbus Acquisition Corp is a blank check
company, also commonly referred to as a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.
Columbus is led by Fen “Eric” Zhang, Chairman and Chief Executive Officer, and Jie “Janet” Hu, Chief Financial
Officer, who are growth-oriented executives with a long track record of value creation across industries.
Forward Looking Statements
This press release includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking
statements, including but not limited to the date of the Meeting, are subject to risks and uncertainties, which could cause actual results
to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with
respect thereto or any change in events, conditions or circumstances on which any statement is based.
Additional Information and Where to Find
It
On August 19, 2026, the Company filed a definitive
proxy statement with the SEC in connection with its solicitation of proxies for the Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE
SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents
filed with the SEC through the website maintained by the SEC at www.sec.gov or
by contacting the Company’s proxy solicitor.
Participants in the Solicitation
The Company and its respective directors and
officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Meeting. Additional
information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise,
is set forth in the definitive proxy statement. You may obtain free copies of these documents using the sources indicated above.
Contact
Fen Zhang
Chairman and Chief Executive Officer
Email: eric.zhang@herculescapital.group
Tel: (+1) 949 899 1827
