UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
For the month of November 2025
Commission File Number: 001-39115
WISEKEY INTERNATIONAL
HOLDING AG
(Exact Name of Registrant
as Specified in Charter)
WISEKEY INTERNATIONAL
HOLDING LTD
(Translation of Registrant’s
name into English)
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Canton of Zug, Switzerland
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General-Guisan-Strasse 6
CH-6300 Zug, Switzerland |
Not Applicable |
(State or other jurisdiction of incorporation or organization)
|
(Address of principal executive office) |
(I.R.S. Employer Identification No.) |
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
☒ Form
20-F ☐
Form 40-F
SPAC Business Combination
The Business Combination Agreement
On November 9, 2025, WISeKey
International Holding Ltd., a Swiss company (“WISeKey”) entered into a business combination agreement (as it may be
amended, supplemented, or otherwise modified from time to time, the “BCA”) with Columbus Acquisition Corp, a Cayman
Islands exempted company (“CAC”), 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”),
and WISeSat.Space Corp., a British Virgin Islands business company (“WISeSat BVI Sub”).
Pursuant to the BCA, subject
to the terms and conditions set forth therein, at the closing of the transactions contemplated by the BCA (the “Closing”):
(a) Pubco will acquire all of the issued and outstanding WISeSat BVI Sub Ordinary Shares and WISeSat BVI Sub Class F Shares, each as defined
in the BCA (collectively, the “WISeSat BVI Sub Shares”) from the WISeKey in exchange for Pubco Ordinary Shares and
Pubco Class F Shares, each as defined in the BCA (the “Exchange Shares”), with the WISeSat BVI Sub becoming a wholly
owned subsidiary of Pubco and the WISeKey becoming a shareholder of Pubco (the “Share Exchange”); (b) Merger Sub will
merge with and into CAC, with CAC surviving the Merger as a wholly owned subsidiary of Pubco (the “Merger”), as a result
of which, (i) CAC shall become a wholly owned Subsidiary of Pubco; and (ii) each issued and outstanding CAC Security (as defined in the
BCA) immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled, in exchange
for the right of the holder thereof to receive Pubco Ordinary Shares (CAC, in its capacity as the surviving company of the Merger, hereinafter
sometimes referred to as the “Surviving Company”); and (c) immediately after the consummation of the Merger, WISeKey
may, in its sole discretion, distribute to its shareholders (the “Parent Shareholders”) a number of Pubco Ordinary
Shares equal to up to ten percent (10%) (such percentage to be determined by WISeKey in its sole discretion of the Exchange Shares (the
“WISeKey Distribution” and, together with the Share Exchange, the Merger and the other transactions contemplated by
the BCA and the Ancillary Documents, the “Transactions”). Capitalized terms not defined herein shall have the meaning
assigned to them in the BCA.
Share Exchange Consideration
Immediately prior to the Effective
Time, in full payment for the WISeSat BVI Sub Shares, Pubco shall issue and deliver to WISeKey the Exchange Shares with an aggregate value
(the “Exchange Consideration”) equal to the sum of (i) Two Hundred Fifty Million U.S. Dollars ($250,000,000.00), plus
(ii) the amount of any Transaction Financing (as defined in the BCA) that is extended to WISeSat BVI Sub or its Subsidiaries prior to
the Closing, with each Pubco Ordinary Share valued at Ten U.S. Dollars ($10.00). The Exchange Shares will be allocated between Pubco Ordinary
Shares and Pubco Class F Shares in proportion to the number of WISeSat BVI Sub Ordinary Shares and WISeSat BVI Sub Class F Shares owned
by WISeKey at the time of the Share Exchange.
The Pubco Class F Shares
shall, in the aggregate, be entitled to 49.9% of the total vote on any matter voted on by the holders of Pubco Shares, and the Pubco
Class F Shares will automatically convert into Pubco Ordinary Shares upon certain transfers in accordance with the WISeSat BVI Sub Organizational
Documents.
Treatment of CAC Securities; Merger Consideration
Pursuant to the BCA, (a) immediately
prior to the Effective Time, every issued and outstanding CAC Unit shall be automatically detached, and the holder thereof shall be deemed
to hold one CAC Ordinary Share and one CAC Right in accordance with the terms of the applicable CAC Unit (the “Unit Separation”);
(b) immediately prior to the Effective Time and immediately following the Unit Separation, each issued and outstanding CAC Right (including
the CAC Rights held as a result of the Unit Separation) shall be automatically converted into one-seventh of one CAC Ordinary Share; (c)
at the Effective Time, every issued and outstanding CAC Ordinary Share (including each CAC Ordinary Share converted from CAC Rights pursuant
to (b) above and each CAC Ordinary Share held as a result of the Unit Separation, other than the Excluded Shares, the Dissenting Shares
and the Redeemed Shares (each as defined in the BCA)) shall become and be converted automatically into the right to receive one Pubco
Ordinary Share, following which, all CAC Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease
to exist.
At the Effective Time, by
virtue of the Merger, all Merger Sub Ordinary Shares issued and outstanding immediately prior to the Effective Time shall be converted
into an equal number ordinary shares of the Surviving Company, with the same rights, powers and privileges as the shares so converted
and shall constitute the only outstanding issued shares of the Surviving Company.
Representations and Warranties
The BCA contains a number
of customary representations and warranties made by each of CAC, WISeSat BVI Sub, WISeKey and Pubco as of the date of the BCA and as of
the Closing Date, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined in the
BCA), knowledge and other qualifications contained in the BCA or in information provided pursuant to certain disclosure schedules to the
BCA.
In the BCA, WISeSat BVI Sub
made certain representations and warranties relating to, among other things, (a) proper corporate existence and power of WISeSat BVI Sub
and its subsidiaries; (b) authorization and binding effect relative to execution and delivery of the BCA and Ancillary Documents; (c)
capital structure; (d) no need for governmental authorization for the execution, delivery or performance of the BCA and Ancillary Documents
thereto; (e) absence of conflicts; (f) financial information; (g) absence of certain changes; (h) compliance with laws; (i) licenses and
permits; (j) litigation; (k) material contracts; (l) ownership of intellectual property; (m) tax matters; (n) real property; (o) personal
property; (p) title to assets and properties; (q) employee matters; (r) benefit plans; (s) environmental matters; (t) transactions with
related persons; (u) insurance; (v) top customers and suppliers; (w) sanctions and anti-corruption, anti-money laundering and export control
laws; (x) government contracts; (y) status under the Investment Company Act of 1940; (z) finders’ fees; and (aa) disclaimer of other
warranties.
In the BCA, WISeKey made certain
representations and warranties relating to, among other things, (a) proper corporate existence and power; (b) authorization and binding
effect relative to execution and delivery of the BCA and Ancillary Documents; (c) the ownership of WISeSat BVI Sub; (d) no need for governmental
authorization for the execution, delivery or performance of the BCA and Ancillary Documents to which it is a party; (e) absence of conflicts;
(f) litigation; (g) investor status under the Securities Act and its investment purposes for Exchange Shares; (h) finders’ fees;
and (i) disclaimer of other warranties.
In the BCA, Pubco made certain
representations and warranties relating to, among other things, (a) proper corporate existence and power; (b) authorization and binding
effect relative to execution and delivery of the BCA and Ancillary Documents; (c) no need for governmental authorization for the execution,
delivery or performance of the BCA and Ancillary Documents to which it is a party; (d) absence of conflicts; (e) capital structure; (f)
authorization relative to the issuance of Merger Shares (as defined in the BCA) and Exchange Shares; (g) status under the Investment Company
Act of 1940; (h) finders’ fees; and (i) disclaimer of other warranties.
In the BCA, CAC made certain
representations and warranties (qualified by disclosure in CAC’s SEC-filed documents) relating to, among other things: (a) proper
corporate existence and power; (b) authorization and binding effect relative to execution and delivery of the BCA and Ancillary Documents;
(c) no need for governmental authorization for the execution, delivery or performance of the BCA and Ancillary Documents; (d) absence
of conflicts; (e) capital structure; (f) SEC filing requirements and financial statements; (g) absence of certain changes; (h) compliance
with laws; (i) litigation and proceedings; (j) employees and employee benefit plans; (k) properties; (l) material contracts; (m) transactions
with affiliates; (n) status under the Investment Company Act of 1940; (o) finders’ fees; (p) certain business practices; (q) insurance;
(r) tax matters; (s) trust account; and (t) disclaimer of other warranties.
No Survival
All representations and warranties
of the parties contained in the BCA terminate at, and do not survive, the Closing and no claim for indemnification or breach of contract
may be made with respect thereto. The covenants and agreements made by the parties in the BCA or in any certificate or instrument delivered
pursuant to the BCA, do not survive the Closing, except for those covenants and agreements that by their terms apply or are contemplated
to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed).
Covenants
The BCA includes customary
covenants of the parties with respect to the operation of their respective businesses prior to the Closing and efforts to satisfy conditions
to the consummation of the Merger. The BCA also contains additional covenants of the parties, including, among others,
(a) covenants requiring WISeSat
BVI Sub to use its commercially reasonable effort to deliver as promptly as practicable after the Signing Date (as defined in the BCA)
and prior to November 30, 2025 audited consolidated financial statements of WISeSat BVI Sub for the years ended December 31, 2024 and
2023 and the reviewed consolidated financial statements of WISeSat BVI Sub for the six-month period ended June 30, 2025;
(b) covenants providing for CAC
and Pubco to cooperate in the preparation and joint filing with the SEC of the Registration Statement and proxy statement;
(c) covenants requiring all the
parties to the BCA to establish Pubco’s board of directors post-closing, as a classified board with three classes of directors,
consisting of (i) six members designated by WISeSat BVI Sub and (ii) one member designated by CAC prior to the Closing who qualifies as
an independent director under Nasdaq rules;
(d) covenants requiring CAC, WISeSat
BVI Sub and Pubco to use their commercially reasonable efforts to seek and enter into financing agreements for an aggregate of at least
$10 million in proceeds on such terms and structuring, and using such strategy, placement agents and approach, as CAC and WISeSat BVI
Sub shall mutually agree;
(e) covenants requiring WISeSat
BVI Sub to provide loans to CAC to cover its reasonable and documented out-of-pocket costs and expenses incurred in connection with the
Business Combination (including costs and expenses related to Transaction Financing or incurred to satisfy the minimum Nasdaq round lot
requirements, but excluding the 50% portion of the Extension Payments for which WISeSat BVI Sub is responsible), subject to an aggregate
cap of $900,000;
(f) covenants requiring CAC, at
the written request of WISeSat BVI Sub on or after November 24, 2025, to extend CAC’s current deadline for consummating a business
combination of January 22, 2026 for six monthly automatic one month extensions at CAC’s election with no further approval from CAC’s
shareholders needed and requiring each of the Sponsor and WISeSat BVI Sub to pay 50% of the amount payable for each monthly extension
(“Extension Payments”);
(g) covenants prohibiting CAC and
WISeSat BVI Sub from, among other things, soliciting or negotiating with third parties regarding alternative transactions and agreeing
to certain related restrictions and ceasing discussions regarding alternative transactions.
Conditions to Closing
The Closing is subject to
certain customary conditions, including, among other things, (a) receipt of the required approval by the shareholders of CAC; (b) amendment
and restatement of Pubco’s memorandum and articles of association; (c) effectiveness of the Registration Statement declared by the
SEC; (d) qualification of Pubco as a foreign private issuer; (e) absence of law or order making the consummation of the Transactions illegal;
and (f) the approval for Pubco’s initial listing application with Nasdaq.
In addition, unless waived
by CAC, the obligations of CAC to consummate the Transactions are subject to certain additional conditions, including, among other things,
(a) accuracy of the respective representations and warranties of WISeSat BVI Sub and WISeKey; (b) the respective covenants and agreements
of WISeSat BVI Sub and WISeKey having been performed in all material respects; (c) each of the Ancillary Documents duly executed by the
parties thereto being in full force and effect; and (d) appointment of the post-closing board of directors for Pubco.
Finally, unless waived by
WISeSat BVI Sub and WISeKey, the obligations of WISeSat BVI Sub and WISeKey to consummate the Transactions are subject to certain additional
conditions, including, among others, (a) accuracy of CAC’s representations and warranties; (b) CAC’s covenants and agreements
having been performed in all material respects; and (c) each of the Ancillary Documents duly executed by the parties thereto being in
full force and effect.
The Closing will occur no
later than two Business Days following the satisfaction or waiver of all of the closing conditions, or at such other time date and place
as CAC and WISeSat BVI Sub may mutually agree (such date, the “Closing Date”).
Termination
In addition to termination
by mutual written consent of CAC and WISeSat BVI Sub, the BCA may be terminated at any time prior to the Closing by either CAC or WISeSat
BVI Sub if the Closing does not occur by July 22, 2026 (the “Outside Date”).
The BCA may also be terminated
under certain customary and limited circumstances at any time prior to the Closing, including:
(a) by either CAC or WISeSat BVI Sub, if a governmental
authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise
prohibiting the Transactions, and such order or other action has become final and non-appealable, provided that a party is not entitled
to terminate if such party’s failure has been a substantial cause of, or substantially resulted in, such action by such governmental
authority;
(b) by WISeSat BVI Sub if CAC, or by CAC if WISeSat
BVI Sub or WISeKey, has materially breached the BCA and such breach gives rise to a failure of a Closing condition and cannot or has not
been cured within the earlier of (a) 30 days after written notice from the non-breaching party and (b) the Outside Date; and
(c) by WISeSat BVI Sub if CAC fails to obtain
the requisite shareholder approval for the Transactions.
If the BCA is terminated pursuant
to (b) above by CAC, WISeSat BVI Sub will pay to CAC a termination fee equal to the amount of the reasonable and documented out-of-pocket
costs and expenses incurred by or on behalf of CAC in connection with the Transactions, up to an aggregate amount of $700,000.00. If the
BCA is terminated pursuant to (b) above by WISeSat BVI Sub, CAC will pay to WISeSat BVI Sub a termination fee equal to the amount of the
reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of WISeSat BVI Sub, WISeKey, Pubco or Merger Sub,
in either instance, up to an aggregate amount of $700,000.00.
Trust Account Waiver
WISeSat BVI Sub, Pubco, Merger
Sub and WISeKey, each on behalf of itself and their respective subsidiaries, agreed that they do not and will not have any right, title,
interest or claim of any kind in or to any monies in CAC’s trust account or distributions therefrom made to its public shareholders,
and agreed not to make, and waived any claim against CAC’s trust account (including any public distributions).
The BCA is filed as Exhibit
2.1 to this Current Report on Form 6-K and the foregoing description thereof does not purport to be complete and is qualified in its entirety
by reference to the full text of the BCA and the terms of which are incorporated by reference herein. The BCA contains representations,
warranties and covenants that the parties to the BCA made to each other as of the date of the BCA, the Closing Date and other specific
dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties
and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the BCA. In particular,
the representations, warranties, covenants and agreements contained in the BCA, which were made only for purposes of the BCA and as of
specific dates, were and will be solely for the benefit of the parties to the BCA, may be subject to limitations agreed upon by the contracting
parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the BCA instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the
representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts
or condition of any party to the BCA. In addition, the representations, warranties, covenants and agreements and other terms of the BCA
may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties
and other terms may change after the date of the BCA, which subsequent information may or may not be fully reflected in WISeKey’s
public disclosures.
Related Agreements
Sponsor Agreement
Simultaneously with the execution
and delivery of the BCA, CAC, WISeSat BVI Sub, Pubco and the Sponsor entered into a sponsor agreement (the “Sponsor Agreement”).
Pursuant to the Sponsor Agreement, on the terms and subject to the conditions set forth therein, the Sponsor agreed, among other things,
(a) to vote in favor of the BCA and the Transactions and against any alternative transaction; (b) during the term of the Sponsor Agreement,
not to transfer and to cause its affiliates not to transfer any of the Sponsor Shares (as defined therein) except as permitted thereby;
(c) during the term of the Sponsor Agreement, not to redeem any Sponsor Shares (as defined therein) and convert all CAC rights held by
it into the underlying CAC Ordinary Shares; (d) to pay for CAC Expenses (as defined in the BCA) in excess of the CAC Expense Cap (as defined
in the BCA); (e) to take timely actions to extend CAC’s deadline to complete the Business Combination as necessary to consummate
the Closing; and (f) that any working capital loans made to CAC (including for any Extension Payments) will at the Closing be either,
as requested by WISeSat BVI Sub, repaid in cash or converted into CAC Working Capital Units in accordance with the IPO Prospectus (excluding
after CAC has fully utilized its existing working capital as of the Signing Date, up to $400,000 in working capital loans made prior to
the Closing to CAC by third parties (excluding WISeSat BVI Sub) or members of the Sponsor, in either case, that are not affiliates of
CAC, the Sponsor or CAC’s management or directors, even if such loans are indirectly made through the Sponsor, as to which the repayment
terms will be as provided as disclosed in the IPO Prospectus). The Sponsor Agreement will terminate on the earliest of (i) the mutual
written consent of CAC, WISeSat BVI Sub and Sponsor, (ii) the Closing of the Transactions, or (iii) the termination of the BCA in accordance
with its terms.
Insider Letter Amendment
Simultaneously with the execution
and delivery of the BCA, CAC, Pubco, the Sponsor, WISeSat BVI Sub and CAC’s directors and officers entered into an amendment (the
“Insider Letter Amendment”) to the letter agreement that was entered into by and among CAC, the Sponsor and certain
other member of CAC’s board of directors and/or management team on January 22, 2025 (the “Insider Letter”). Pursuant
to the Insider Letter Amendment, the parties amended the Insider Letter to (a) give WISeSat BVI Sub and Pubco rights to enforce the terms
of the Insider Letter; (b) effective as of the Closing, assign the rights and obligations of CAC under the Insider Letter to Pubco; and
(c) provide that the lock-up period applicable to the Pubco Ordinary Shares issued in exchange for the Founder Shares (as defined in the
BCA) pursuant to the BCA will be identical to the lock-up period set forth in the Lock-Up Agreement (as defined below).
Lock-up Agreement
Simultaneously with the execution
and delivery of the BCA, CAC, Pubco and WISeKey entered into a lock-up agreement (the “Lock-up Agreement”), which,
among other things, provides for certain restrictions on the transfer of certain Pubco Ordinary Shares by WISeKey and other holders who
become Pubco’s shareholders as a result of WISeKey distribution following the Closing as described in the BCA, as further described
below and subject to the terms and conditions set forth in the Lock-up Agreement.
Pursuant to the Lock-up Agreement,
from and after the Closing, WISeKey and other holders who become Pubco shareholders as a result of the WISeKey distribution, as described
in the BCA, shall not Transfer (as defined in the Lock-up Agreement) any of the Restricted Securities (as defined in the Lock-up Agreement)
until the earlier of: (a) the six month anniversary of the date of the Closing; (b) the date (but not less than 60 days after the Closing)
on which the closing price of the Pubco Ordinary Shares exceeds $12.50 for any 20 trading days within a 30-day trading period following
the Closing; and (c) the date after the Closing on which Pubco consummates a liquidation, merger, share exchange, reorganization or other
similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their
equity holdings in Pubco for cash, securities or other property.
Amended and Restated Registration Rights
Agreement
Simultaneously with the Closing,
CAC, Pubco, the Sponsor, and certain other member of CAC’s board of directors and/or management team will enter into an amendment
and restatement (the “A&R Registration Rights Agreement”) of CAC’s existing Registration Rights Agreement,
pursuant to which, among other matters, Pubco will assume the registration obligations of CAC under CAC’s existing Registration
Rights Agreement, such rights will apply to Pubco Shares, and Pubco insiders, including WISeKey, will be provided with registration rights
thereunder.
The foregoing description
of the Sponsor Agreement, Insider Letter Amendment, Lock-Up Agreement and A&R Registration Rights Agreement are filed with the Current
Report on Form 6-K as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference, and the foregoing descriptions
of the Sponsor Agreement, Insider Letter Amendment, Lock-Up Agreement and A&R Registration Rights Agreement are qualified in their
entirety by reference thereto.
Additional Information About the Proposed Business
Combination and Where to Find It
In connection with the BCA
and the Business Combination, Pubco intends to file relevant materials with the SEC, including the Registration Statement, which will
include a proxy statement of CAC 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 CAC, PUBCO, WISEKEY AND THE PROPOSED BUSINESS COMBINATION. Shareholders of WISeKey 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 Business Combination and related matters, because they will contain important information about CAC, Pubco, the WISeKey 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: WISeKey International Holding AG, General-Guisan-Strasse
6, 6300 Zug, Switzerland. The information contained on, or that may be accessed through, the websites referenced in this Form 6-K in
each case is not incorporated by reference into, and is not a part of, this Form 6-K.
Participants in the Solicitation
CAC, Pubco, WISeKey, 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
WISeKey in the registration statement on Form F-4 to be filed with the SEC by Pubco, which will include the proxy statement of CAC for
the Business Combination.
Non-Solicitation
This Current Report on Form
6-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.
Forward-Looking Statements
This Current Report on Form
6-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 among CAC, Pubco, Merger Sub, WISeSat BVI Sub and WISeKey (the “Business
Combination”) and other transactions described in this Form 6-K, 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 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 proposed Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of CAC’s and/or WISeKey’s securities; (ii) the risk that the proposed
Business Combination may not be completed by CAC’s business combination deadline; (iii) the failure to satisfy the conditions to
the consummation of the proposed Business Combination, including the approval of the BCA 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 BCA; (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 WISeSat BVI Sub’s business relationships, operating
results, and business generally; (viii) risks that the proposed Business Combination disrupts current plans and operations of WISeSat
BVI Sub and WISeKey; (ix) the outcome of any legal proceedings that may be instituted against CAC, Pubco, WISeSat BVI Sub or WISeKey related
to the BCA or the proposed Business Combination; (x) changes in the markets in which WISeSat BVI Sub 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 WISeSat BVI Sub 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 WISeSat BVI Sub 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 WISeSat BVI Sub’s projects; (xviii) failure to commercialize products and achieve
market acceptance of such products; (xix) the risk that WISeSat BVI Sub 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 WISeSat
BVI Sub’s business; (xxii) risks associated with intellectual property protection; (xxiii) the risk that WISeSat BVI Sub is unable
to secure or protect its intellectual property; and (xxiv) those factors discussed in CAC’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 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, WISeKey, WISeSat BVI Sub or CAC gives any assurance that
Pubco, WISeKey, WISeSat BVI Sub or CAC will achieve expectations. These forward-looking statements should not be relied upon as representing
Pubco’s, CAC’s, WISeKey’s or WISeSat BVI Sub’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.
| Exhibit No. |
|
Description |
| 2.1 |
|
Business Combination Agreement, dated as of November 9, 2025, by and among Columbus Acquisition Corp, WISeSat.Space Holdings Corp., WISeSat Merger Sub Corp., WISeSat.Space Corp., and WISeKey International Holding Ltd. |
| |
|
|
| 10.1 |
|
Sponsor Agreement, dated as of November 9, 2025, by and among Hercules Capital Management VII Corp, WISeSat.Space Corp., WISeSat.Space Holdings Corp., and Columbus Acquisition Corp. |
| |
|
|
| 10.2 |
|
Insider Letter Amendment, dated as of November 9, 2025, by and among Columbus Acquisition Corp, WISeSat.Space Holdings Corp., Hercules Capital Management VII Corp, WISeSat.Space Corp., and the undersigned individuals therein. |
| |
|
|
| 10.3 |
|
Lock-up Agreement, dated as of November 9, 2025, by and among WISeSat.Space Holdings Corp., Columbus Acquisition Corp, and the undersigned therein. |
| |
|
|
| 10.4 |
|
Form of Amended and Restated Registration Rights Agreement. |
| |
|
|
| 99.1 |
|
Presentation dated November 2025. |
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, thereunto
duly authorized.
| Date: November 18, 2025 |
wisekey international holding ag |
| |
|
|
| |
By: |
/s/ Carlos Moreira |
| |
|
Name: Carlos Moreira |
| |
|
Title: Chief Executive Officer |
| |
|
|
| |
By: |
/s/ John O’Hara |
| |
|
Name: John O’Hara |
| |
|
Title: Chief Financial Officer |
