WISeKey International Holding AG has signed a business combination agreement to list its space subsidiary WISeSat via a SPAC merger with Columbus Acquisition Corp. A new holding company, WISeSat.Space Holdings Corp (Pubco), will acquire WISeSat.Space Corp. (WISeSat BVI Sub) from WISeKey in exchange for Pubco shares with an aggregate value of $250,000,000 plus any Transaction Financing, with each Pubco ordinary share valued at $10.00.
Columbus Acquisition shareholders will receive one Pubco ordinary share for each CAC ordinary share, after CAC units and rights are separated and converted. Pubco Class F shares will carry 49.9% of total voting power and convert into ordinary shares upon certain transfers. The deal includes covenants to use commercially reasonable efforts to raise at least $10,000,000 of financing, provide up to $900,000 of loans to CAC for expenses, and allows termination if closing has not occurred by July 22, 2026, with reciprocal expense-based termination fees up to $700,000.
WISEKEY INTERNATIONAL HOLDING filed a Form 6-K as a foreign private issuer, primarily to provide investors with additional disclosure materials.
The filing furnishes as Exhibit 99.1 the Half Year Report of SEALSQ Corp, including its Management’s Discussion and Analysis of Financial Condition and Results of Operations, issued on September 9, 2025.