Columbus Acquisition Corp/Cayman Islands

The filing mechanically advances the SPAC’s operational countdown to August 22, 2026 while preserving the absolute liquidation deadline of January 22, 2027. By structuring 50% of the $50,000 extension fee as an unsecured loan from the target rather than pure sponsor equity/cash, the capital contribution dynamic shifts, and the $10.00-per-unit conversion option introduces latent dilution pressure on the post-close cap table if exercised. The $5.00-per-share fallback conversion clause embedded in the Target Note creates a variable liability path should the primary deal collapse early, potentially complicating any replacement acquisition. Public shareholders’ trust balances remain insulated from creditor claims due to the explicit waivers, maintaining standard redemption waterfall priority. Transfer restrictions delay immediate secondary market supply from converted notes, but investors tracking the January 22, 2027 expiry must monitor whether additional $50,000 monthly deposits execute as scheduled. The absence of interest accrual and the specific maturity triggers indicate low short-term liquidity strain, yet the unregistered security issuance and accompanying registration rights provisions warrant review for future liquidity unlocking sequences.

Tracking this amendment reveals how extension capital is allocated between sponsor and target, directly informing future equity dilution calculations through the documented conversion mechanisms and establishing clear downside scenarios if termination negotiations occur. The structural separation of extension financing from trust principal confirms that shareholder redemption economics remain isolated from sponsor/target lending arrangements. Outside core mechanics, the submission reiterates the Business Combination Agreement framework involving WISeSat.Space Holdings Corp., WISeSat Merger Sub Corp., Pubco, and Seller WISeKey International Holding Ltd., while appending standard forward-looking risk narratives covering anticipated timing, implied enterprise value, IP licensing success, product commercialization, supply chain resilience, and third-party regulatory approvals. The report was formally executed and submitted by Chief Executive Officer Fen Zhang on July 31, 2026.

This correction materially shifts the extension financing profile from a sponsor-only model to a co-funded arrangement, embedding $50,000 in direct financial obligations that could convert to equity or trigger cash payouts depending on merger execution or termination paths. It preserves the redemption window through June 22, 2026 while confirming continued operational alignment toward the WISeSat/WISeKey combination. Investors monitoring trust integrity will note the explicit trust waiver clauses binding both the sponsor and target to non-recourse status, while the specified conversion metrics ($10.00 per unit, $5.00 per share alternative) establish baseline valuation anchors for post-combination dilution calculations without importing external trust assumptions.

Nasdaq's four-month extension temporarily halts delisting procedures while management works to satisfy post-merger shareholder count thresholds, addressing secondary market liquidity risks that could otherwise deter public trading. The sequence of notices (May 22 non-compliance, July 2 plan submission, July 28 extension approval) demonstrates active regulatory scrutiny of the issuer's capital structure breadth following the deal announcement. Chief Executive Officer Fen Zhang signed the July 31, 2026 report, confirming executive oversight of the listing standard remediation efforts as the firm navigates toward the January 21, 2027 redemption cutoff.

Advancing the amended draft F-4 pushes the business combination past initial confidentiality review toward eventual public prospectus distribution and a formal shareholder solicitation. Until the SEC declares the statement effective, CAC shareholders lack a voting opportunity and therefore cannot exercise redemption rights tied to this specific transaction. The filing supplies substantive operational descriptions and executive commentary that inform the post-merger thesis. Per the “About WISeSat” section, WISeSat owns WISeSat.Space AG and describes itself as developing a nanosatellite constellation designed to deliver real-time, low-cost, and secure IoT connectivity for energy, logistics, infrastructure, and climate monitoring sectors, utilizing advanced encryption and distributed ledger integration to enable tamper-proof, decentralized communication frameworks. Carlos Moreira, Chief Executive Officer of WISeSat, frames the confidential submission as a critical milestone toward creating a “European model for sovereign, quantum-resilient communications infrastructure,” asserting that next-generation trusted connectivity requires securing satellite infrastructure, post-quantum technologies, and digital identity working together from orbit. Separately, WISeKey’s corporate overview states it has deployed over 1.6 billion microchips across various IoT sectors and claims its semiconductors generate Big Data that, when analyzed with AI, enable predictive equipment failure prevention. CAC management is listed as Fen “Eric” Zhang, Chairman and Chief Executive Officer, and Jie “Janet” Hu, Chief Financial Officer. Because these commercial, technological, and market-position assertions originate solely from corporate biographical copy and executive statements rather than audited financials or independent validation, they constitute promotional representations that require verification upon the eventual public filing of the registered proxy/prospectus.

Listing compliance preserves exchange-traded liquidity and prevents delisting protocols that could disrupt secondary market pricing ahead of the redemption deadline. The Nasdaq Staff’s determination that the matter is closed removes a near-term operational risk for shareholders evaluating whether to hold or redeem. CEO Fen Zhang signed the disclosure on May 29, 2026; however, the filing provides zero information regarding proposed business combination targets, merger agreement terms, sponsor promotional interests, working capital sufficiency, or any amendments to the trust distribution mechanics.

The listing deficiency notices carry no immediate delisting effect, but the Company’s forward-looking statements warn that 'Actual results may vary materially' depending on Nasdaq’s acceptance of a compliance plan, verification of 400 holders, or restoration of market capitalization metrics. Chief Executive Officer Fen Zhang attested that management is 'monitoring its MLVS and evaluating options to regain compliance,' while explicitly disclaiming any assurance of success. The filing contains no new target selection details, revenue forecasts, customer claims, technology disclosures, partnership announcements, or litigation updates. Investors should anticipate heightened governance scrutiny and potential exchange reclassification before the January 21, 2027 deadline, which may force a faster resolution of the pending business combination or elevate shareholder exit activity through the trust.

The extension buys exactly one month in the redemption calendar without modifying public trust balances or triggering additional sponsor contributions, but it materially alters the deal’s financing structure by embedding Target-sourced debt into the SPAC’s obligations. The $25,000 note creates a fixed settlement requirement at closing that shifts part of the extension cost away from the sponsor and onto WISeSat.Space Corp., while the $10.00 conversion price and alternative $5.00 share price establish asymmetric equity participation and downside protection for the Target. Forward-looking statements and risk factors attributed to Pubco, the Seller, and the Company in the filing outline anticipated timing, implied enterprise value, expected pro forma results, and contingencies including potential redemption overages, failure to satisfy Nasdaq listing standards, regulatory approvals, supply chain vulnerabilities, intellectual property licensing limitations, and post-combination growth management risks. The filing makes no substantive claims regarding specific customer contracts, historical revenue figures, market size metrics, proprietary technology specifications, partnership agreements, ongoing litigation, or personnel changes beyond identifying Fen Zhang as Chief Executive Officer, Carlos Moreira as Target Chief Executive Officer, and John O’Hara as Target Chief Financial Officer.

The deposit alters the redemption timeline by granting a one-month reprieve until June 22, 2026, delaying any forced liquidation or redemption window triggered by the prior deadline. Structurally, the filing reveals that the target rather than the sponsor absorbed half the extension cost, but introduced a $25,000 corporate liability with fixed-price conversion features that will impact post-combination ownership. The explicit trust waiver protects public shareholder funds from creditor claims stemming from this financing arrangement. According to the forward-looking statements section attributed to Pubco, the Company, the Seller, and the Target, investors should note that redemptions may exceed anticipated levels, the proposed business combination faces risks including failure to obtain shareholder or regulatory approvals, and the target contends with challenges regarding intellectual property licensing, supply chain disruptions, and the necessity to raise additional capital. Executive personnel identified in the signature blocks and notice addresses include Fen Zhang (Chief Executive Officer of Columbus Acquisition Corp.), Carlos Moreira (Chief Executive Officer of WISeSat.Space Corp.), John O’Hara (Chief Financial Officer of WISeSat.Space Corp.), and legal counsel representatives Ted Paraskevas (Loeb and Loeb LLP) and Barry I. Grossman and Matthew A. Gray (Ellenoff Grossman & Schole LLP).

The large redemption reduced trust assets by over half, leaving the SPAC with a smaller capital base for the $250 million WISeSat transaction. The company disclosed substantial doubt about its ability to continue as a going concern. The deal remains pending with no proxy statement yet effective, and cash outside trust is minimal ($129k).

This filing locks in the capital maintenance mechanism required to preserve the redemption floor and keep public shareholders’ trust balance intact through the final extension deadline, preventing trust erosion that typically accompanies SPAC prolongations. It clarifies the economic alignment between the SPAC and the prospective merger partner: the Target absorbs the financing cost, receives equity participation at standard private placement pricing ($10.00 per unit), but accepts severe dilution protection penalties ($5.00 per share conversion) if the SPAC abandons it for another asset. According to the forward-looking statements embedded in the report, Pubco, the Seller (WISeKey International Holding Ltd.), the Target, and the Company anticipate beneficial outcomes, projected timing, implied enterprise value, and commercialization opportunities, while expressly disclaiming guarantees. The registrant enumerates twenty-four specific risk factors, including deadline miss probabilities, excessive shareholder redemptions, Nasdaq listing compliance, supply chain volatility, intellectual property licensing failures, and product liability exposure. The document also advises investors to await the forthcoming Form F-4 Registration Statement and preliminary proxy statement/prospectus, which will detail executive compensation, solicitation participants, and exhaustive risk disclosures. All referenced figures, including the $50,000 monthly fee, $100,000 aggregate note and deposit amounts, $10.00 unit conversion price, $5.00 alternative conversion price, November 9, 2025 Business Combination Agreement date, and the January 22, 2027 ultimate deadline, originate directly from the filed text.

This filing materially documents the cash-flow mechanics sustaining the SPAC’s operating window without impairing the public trust balance, as the Target entirely finances the extension fees via partial upfront cash and a zero-interest note. The explicit $10.00 and $5.00 conversion pricing establishes fixed economic parameters for private units and alternative acquisition scenarios, directly informing shareholder dilution and redemption yield models. The trust waiver reinforces that public shareholder recoveries remain contractually segregated from the extension debt instrument. Personnel disclosures identify Fen Zhang as Chief Executive Officer of the Company, Carlos Moreira as Chief Executive Officer and John O’Hara as Chief Financial Officer of WISeSat.Space Corp., while governing law defaults to New York with jury trial waivers, shaping future dispute resolution pathways. Forward-looking statements outline anticipated risks including redemption volumes, regulatory approvals, and integration challenges, though the filing contains no independent claims regarding target customer lists, historical revenues, or standalone market size metrics beyond referencing the November 9, 2025 Business Combination Agreement with Pubco, Merger Sub, and WISeKey International Holding Ltd.

This extends the public shareholder redemption window by exactly one month, establishing May 22, 2026 as the next critical calendar benchmark before potential liquidation or vote. The Target company's direct contribution of $25,000 toward the extension fee demonstrates pre-deal financial alignment and reduces sponsor working capital depletion during the pendency period. The submission contains no disclosures regarding customer metrics, revenue projections, technology roadmaps, market sizing, strategic partnerships, or litigation exposure; it functions exclusively as a procedural compliance exhibit tracking extension mechanics and target-sponsor funding coordination.

The deposit mechanically resets the redemption and governance clock, giving public shareholders an additional month to evaluate whether to redeem shares at the prevailing trust value ($10.671241562747902 per share) before the May 22, 2026 cutoff. From a sponsor/conduct tracking perspective, the disclosure that the Target itself contributed exactly $25,000 toward the extension fee shifts historical execution risk; it demonstrates contractual alignment between the SPAC promoters and WISeSat.Space Corp. and indicates the Target is absorbing half the typical extension overhead, which typically correlates with stronger management conviction and reduced pre-merger dilution or cash-flow pressure on the SPAC side. No financial statements, pro forma guidance, customer contracts, market sizing, proprietary technology descriptions, litigation updates, or executive personnel changes are included. The sole actionable intelligence for investors tracking redemption windows and deal financing is the confirmed extension mechanism, the precise capital split, and the explicit naming of WISeSat.Space Corp. as the counterparty under the November 9, 2025 Business Combination Agreement.

The extension pushes the nearest redemption/liquidation trigger forward by one month while preserving the January 22, 2027 hard stop outlined in the amended Charter. The Target’s payment of half the extension fee signals execution commitment but depletes pre-merger liquidity outside the trust. The entire $50,000 deposits into the Trust Account, incrementally increasing the aggregate balance that underpins the $10.671241562747902 trust value per ordinary share. No new vote schedules, proxy materials, or amended redemption pricing terms are disclosed; all mechanical conditions remain consistent with standard monthly extension provisions authorized by the registrant.

This filing recalibrates the immediate liquidity and redemption window for public shareholders, establishing April 22, 2026 as the next hard deadline before another extension fee becomes mandatory. The explicit allocation showing the Target entity funding half of the $50,000 monthly fee indicates a specific financial arrangement outside standard sponsor-funded extensions, which investors should monitor for implications on deal economics or potential redemption triggers. Public shareholders should review subsequent filings closely to determine whether the April 2026 window will lead to a definitive proxy/tender offering, a further extension request toward the January 22, 2027 cap, or a liquidation event.

This filing is critical for investors because it provides the first audited financial statements since the IPO, confirms the target deal and the key terms of the merger, discloses the significant redemption that reduced the trust balance, and outlines the extension mechanics and sponsor support. The going concern warning highlights the risk of liquidation if the deal fails, and the trust value per share post-redemption is a key input for redemption decisions.

This instrument carries zero mechanical implication for the COLA SPAC’s $10.671241562747902 per-share trust balance, the 2027-01-21 merger deadline, extension voting procedures, target selection status, or sponsor conduct. As explicitly drafted by the signatory financial institutions, the document merely satisfies Exchange Act Sections 13(d) and 13(g) administrative requirements by routing form preparation and submission through a single authorized representative. It contains no claims regarding customer bases, revenue streams, market positioning, technological roadmaps, strategic partnerships, ongoing litigation, or personnel changes that would affect shareholder redemption calculations or deal completion probability. Consequently, the filing represents a routine, non-mechanical compliance exhibit that neither advances nor impedes the pending acquisition timeline.

It confirms sponsor willingness to fund further extensions, preventing near-term liquidation and giving investors another month to evaluate the pursuit of a merger against the prevailing trust value of $10.671241562747902 per share. The filing contains no updates on target selection, deal status, revenue expectations, or changes to redemption procedures; it solely impacts the mechanical timeline for shareholder decisions and trust fund maintenance.

This filing is critical because it shows the SPAC has extended its deadline by up to 12 months, but at the cost of massive redemptions (3.45 million shares, roughly 43.4% of public shares). The trust value per share was approximately $10.67 before redemption, and the high redemption rate suggests low confidence in a deal. The remaining public float is thin, which could complicate any future business combination approval. Sponsor must now deposit funds for each monthly extension.

Investors monitoring redemption calendars and trust utilization must account for the formal extension of the liquidation/completion window through January 22, 2027, which alters the expected capital release timeline. The substance of this filing centers on tax redistribution mechanics that directly impact net redemption yields. Columbus Acquisition Corp discloses that if a shareholder’s public shares are redeemed, the transaction may qualify as a sale under Section 302 of the Code—triggering capital gain or loss recognition—or fail qualification and be treated as a corporate distribution. In the latter scenario, the Company states proceeds will generally constitute a dividend taxable to the extent of current or accumulated earnings and profits, with any remainder allocated as a return of capital or gain. The Company explicitly asserts that, based on its financial statement review, it 'likely will not be eligible for the startup exception and therefore likely have been a PFIC since our first taxable year.' For U.S. holders, this PFIC classification admission introduces complex interest charges, ordinary income allocation over holding periods, and potential mark-to-market or QEF election requirements. Additionally, the filing notes that backup withholding currently operates at a rate of 24%, while corporate Non-U.S. holders may face a 30% branch profits tax on effectively connected earnings and profits. Individual Non-U.S. holders present in the United States for 183 days or more during the redemption taxable year face distinct taxation rules. The document contains no forward-looking commercial claims regarding target customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes; it strictly functions as a tax risk disclosure urging shareholders to consult independent advisors before executing redemption elections against the documented trust backdrop.

The supplemental disclosure warns that shareholders redeeming into cash while the trust stands at $10.671241562747902 per share may face adverse tax consequences if the redemption fails the substantially disproportionate or complete termination tests and is instead taxed as a dividend. The Company stated that based on a review of its financial statements, it likely has been classified as a Passive Foreign Investment Company (PFIC) since its first taxable year because it expects over 50% of its assets or over 75% of its gross income to be passive. The filing warns there is no assurance the Company will have timely knowledge of its PFIC status or the ability to provide required PFIC Annual Information Statements for QEF elections, potentially subjecting investors to ordinary income tax rates and interest charges on allocated gain. These factors directly impact the after-tax recovery value of redeemed shares before the extended deadline expires on January 22, 2027.

This filing provides investors with the specific mechanics of the extension vote, including the redemption price, trust account value, and the process for exercising redemption rights. It also confirms that the SPAC has a signed deal with a satellite company and is progressing toward a business combination, but needs additional time. The extension terms and sponsor incentives are clearly laid out, allowing investors to make informed decisions about whether to redeem or hold their shares.

The press release details the transaction mechanics: WISeSat shareholders will exchange their equity for Pubco shares carrying an aggregate value of $250 million, plus applicable transaction financing, divided by $10.00. Unredeemed Columbus ordinary shares will convert one-for-one into Pubco shares, and seven Columbus rights will convert into one Pubco share. Columbus, WISeKey, and Pubco expect to secure financing arrangements totaling at least $10.0 million. Any residual trust cash following redemptions will flow to Pubco for commercialization. Additionally, WISeKey reserves the right to distribute up to 10% of its received Pubco shares to its own shareholders immediately post-close. Operationally, WISeKey stated it has deployed over 1.6 billion microchips across various IoT sectors. WISeSat reported deploying 22 satellites to date, with 14 currently operational in Low Earth Orbit, and aims to reach 100 satellites by 2030. The company highlighted a December 2025 proof-of-concept launch validating SEALSQ’s Quantum Shield technology, with plans to integrate the QS7001 chipset into a full-functional satellite launch in Q1 2026. The architecture reportedly leverages post-quantum cryptographic chips from subsidiary SEALSQ Corp, integrates WISeKey’s Root of Trust, supports Hedera distributed ledger technology, and targets the logistics, agriculture, energy, defense, and environmental monitoring markets. Personnel updates identify Fen Zhang as Chief Executive Officer of Columbus, Jie “Janet” Hu as Chief Financial Officer, and Carlos Moreira as Chairman & CEO of WISeKey and WISeSat. Counsel includes Loeb & Loeb LLP for Columbus, Ellenoff Grossman & Schole LLP for WISeSat and Pubco, and Maxim Group LLC acts as exclusive financial advisor to WISeKey.

What changed: Form 8-K current report containing a First Amendment to a Business Combination Agreement and a Regulation FD disclosure detailing a PIPE Subscription Agreement. Pursuant to the First Amendment executed on August 6, 2026, the Outside Date for closing the merger between Columbus Acquisition Corp, WISeSat.Space Holdings Corp., WISeSat Merger Sub Corp., WISeSat.Space Corp., WISeKey International Holding Ltd., and SEALSQ Corp has been formally extended to October 31, 2026. Concurrently, the registrant, Pubco, and the Target signed a subscription agreement committing SEALSQ Corp to invest $10,000,000 in Pubco Ordinary Shares timed to close simultaneously with the business combination. The filing specifies that these subscription shares will purchase at the company’s Redemption Price. Relying on a stated assumption that the Redemption Price equaled approximately $10.66 per share on June 30, 2026, the registrant projects an initial issuance of 938,086 Pubco Ordinary Shares. The agreement also binds Pubco to issue Additional Subscription Shares if the volume weighted average price of those shares over any 10 consecutive trading days ending on the 60th calendar date after closing trades below the purchase price, calculating extra shares by dividing the PIPE Investment Amount by that trailing VWAP, with the denominator capped at a $5.00 per share floor. Why it matters: The October 31, 2026 deadline alteration directly repositions the redemption calendar and liquidity timeline for public shareholders, pushing the mandatory termination trigger well past the original agreement window and preserving deal continuity ahead of broader governance milestones. Because the $10,000,000 PIPE prices equity strictly at the actual Redemption Price rather than a fixed baseline, substantial public redemptions will not force the sponsor to replace depleted trust cash at a static discount, thereby protecting remaining shareholders from typical fixed-price PIPE dilution mechanics. The post-closing VWAP adjustment introduces conditional equity upside for the PIPE investor but mathematically floors future issuance costs at $5.00 per share. The registrant, along with signing officers Fen Zhang, Carlos Moreira, Gwenael Rouy-Poirier, and John O’Hara, made zero factual assertions in this submission regarding underlying satellite constellation capacity, contracted customer backlogs, forward-looking revenue multiples, competitive market sizing, strategic technology roadmaps, third-party partnership commercialization, or active litigation exposure; all economic and structural terms originate exclusively from the executed contractual instruments rather than independent operational forecasts.

What changed: Routine compliance exhibit (Form 8-K Current Report) disclosing the issuance of extension fee promissory notes, trust claim waivers, and corresponding timeline adjustments. Pursuant to the amended and restated Charter, the Company originally held until June 22, 2026 to complete its initial business combination but extended that window by one month to July 22, 2026 following an aggregate $50,000 Monthly Extension Fee deposit into the Trust Account, with the Charter permitting further extensions up to January 22, 2027. According to the filing, the Sponsor (Hercules Capital Management VII Corp.) contributed $25,000 and the Target (WISeSat.Space Corp.) contributed $25,000 to fund the deposit. On July 29, 2026, the Company issued two unsecured promissory notes reflecting those contributions: a $25,000 Target Extension Note and a $25,000 Sponsor Extension Note. Both notes accrue no interest, mature upon the earliest of business combination consummation, contractual termination, or Company winding up, and grant each payee a non-obligatory conversion right into private units priced at $10.00 per unit. The Target Extension Note additionally provides that if the Company terminates the November 9, 2025 Business Combination Agreement under Section 10.1(e) and closes with a different target, the Target may elect to convert the outstanding amount into common or ordinary shares of the surviving entity at $5.00 per share. Both notes contain express clauses stripping the payees of any right, title, interest, or claim against the Trust Account or public shareholder distributions. Why it matters: This filing mechanically preserves the redemption deadline trajectory while restructuring the extension financing. By allocating half the $50,000 extension cost to the Target, WISeSat.Space Corp. demonstrated alignment with the merger timeline; however, the Company simultaneously incurred $50,000 in unsecured debt obligations, documented in Exhibits 10.1 and 10.2. The attached Trust Waivers permanently insulate the Trust Account from creditor action by either party, ensuring public shareholder proceeds remain untouched per the January 22, 2025 IPO Prospectus framework. Operational disclosures remain standard: Forward-looking statements warn of generic execution risks, including redemption levels exceeding assumptions, Nasdaq initial listing compliance, third-party intellectual property licensing dependency, supply chain exposure, and the Target's likely need for future capital raises, but provide no concrete customer counts, revenue trajectories, market sizing parameters, strategic product roadmaps, or active litigation references. Governance continuity is confirmed through Chief Executive Officer Fen Zhang's execution of the 8-K and both notes, with Target executives Carlos Moreira (Chief Executive Officer) and Gwenael Rouy-Poirier (Chief Financial Officer) acknowledging the Target Note. The submission functions as a Rule 425 written communication previewing imminent proxy statement/prospectus filings.

What changed: A Form 8-K Current Report filed concurrently as a Rule 425 written communication disclosing the execution of unsecured promissory notes to fund a monthly trust account deposit for a business combination deadline extension. According to the filing, Columbus Acquisition Corp deposited $50,000 into its trust account to exercise a one-month extension, shifting its initial business combination deadline from June 22, 2026, to July 22, 2026. The filing states that Hercules Capital Management VII Corp. (the Sponsor) and WISeSat.Space Corp. (the Target) each financed half of this fee by executing $25,000 unsecured promissory notes on July 29, 2026. Both notes bear no interest and grant the payees the unilateral right to convert the outstanding principal into private units at $10.00 per unit upon consummation of a business combination. The exhibits attach the full notes, which include a mandatory trust waiver by both the Sponsor and Target, explicitly releasing any claims against the trust account or public distributions. Per the amended and restated memorandum and articles of association, the Company may continue extending the period up to January 22, 2027, subject to subsequent $50,000 deposits. The filing also reiterates the underlying business combination agreement originally dated November 9, 2025. Why it matters: The extension deposit preserves the public shareholder redemption window through at least July 22, 2026, maintaining the documented trust value of $10.671241562747902 per share while delaying the liquidation trigger. Co-financing the extension via promissory notes rather than immediate cash reduces the Sponsor's near-term capital deployment while economically tying the Target's willingness to proceed with the merger. The notes' conversion pathways and explicit trust waivers clarify that these instruments do not compete with public shareholders for trust proceeds upon termination, but they do introduce potential post-combination dilution if converted. The documentation signals that management and the target remain aligned on pursuing the proposed transaction, though the proxy statement/prospectus materials necessary for shareholder voting remain pending.

What changed: A Form 8-K filed under Securities Act Rule 425, serving as a written communication that discloses the creation of two unsecured promissory notes to finance a one-month extension of the initial business combination deadline, supplemented by two attached promissory note exhibits detailing conversion mechanics, repayment triggers, and explicit trust account waivers. According to Item 2.03 of the filing, Columbus Acquisition Corp. extended its business combination deadline from July 22, 2026, to August 22, 2026, by depositing $50,000 into the Trust Account. Per the same item, the Company issued two unsecured promissory notes on July 30, 2026: a $25,000 note to the Sponsor (Hercules Capital Management VII Corp.) and a $25,000 note to the Target (WISeSat.Space Corp.), splitting the $50,000 Monthly Extension Fee equally. Both notes accrue zero interest and grant payees the unilateral right to convert outstanding principal into private units at $10.00 per unit upon business combination consummation. Exhibit 10.1 stipulates that if the Company terminates the Business Combination Agreement under Section 10.1(e) and consummates an alternative merger, the Target may elect either cash repayment or conversion into common shares of the new combined entity at $5.00 per share. Exhibit 10.2 mirrors these terms for the Sponsor but omits the alternative-merger conversion path, tying repayment strictly to business combination consummation or winding up. Both exhibits require the Target and Sponsor to irrevocably waive all claims against the Trust Account and public shareholder distributions. The filing further attaches lock-up and transfer restrictions prohibiting the Sponsor and Target from selling converted securities until business combination completion or lock-up expiration, respectively. Why it matters: The extension advances the redemption calendar by exactly one month to August 22, 2026, recalibrating the timeframe during which public shareholders may exercise redemption rights prior to the anticipated proxy solicitation. By structuring the $50,000 extension fee as non-interest-bearing debt rather than direct equity or cash drawdowns, the Company preserves Trust Account liquidity while contractually obligating the Target to backstop half the timing cost. As outlined in Exhibit 10.1, the contingent $5.00-per-share conversion right embedded in the Target’s note introduces asymmetric dilution exposure: if the acquirer abandons WISeSat.Space Corp. under Section 10.1(e) to pursue another candidate, the Target secures a statutory entry point into the successor cap table at a below-market strike price. The bilateral trust account waivers, drafted by the Company and acknowledged by both payees, legally ringfence the Trust Account from extension-related creditor litigation, ensuring public shareholder distributions remain undiluted by financing costs. Forward-looking statements and the enumerated risk factors (i) through (xxiv), provided by Pubco, the Company, the Seller, and the Target, repeatedly caveat uncertainties regarding shareholder redemption volumes, regulatory clearances, intellectual property licensing, and the Target’s independent capital requirements. As authenticated by Chief Executive Officer Fen Zhang on August 4, 2026, the filing confirms that the $10.00 conversion ceiling aligns with the IPO prospectus framework, effectively locking private placement economics to the extension financing without adjusting public share par values or trust per-share accounting.

What changed: Form 8-K Current Report disclosing the execution of two unsecured convertible promissory notes to fund a monthly trust account deposit that extends the SPAC’s business combination timeline, constituting an entry into material definitive agreements and the creation of direct financial obligations. Per the filing, Columbus Acquisition Corp. extended its initial business combination window by one month, shifting the interim deadline from July 22, 2026 to August 22, 2026, by depositing $50,000 into the trust account for public shareholders on July 21, 2026. The document states that the $50,000 Monthly Extension Fee was funded equally: $25,000 by Hercules Capital Management VII Corp. (identified as the Sponsor) and $25,000 by WISeSat.Space Corp. (identified as the Target), pursuant to the business combination agreement dated as of November 9, 2025 involving Pubco (WISeSat.Space Holdings Corp.), Merger Sub, and Seller (WISeKey International Holding Ltd.). To evidence these payments, the company issued a Target Extension Note and a Sponsor Extension Note on July 30, 2026, each carrying a principal amount of $25,000. According to Exhibits 10.1 and 10.2, both notes bear no interest and mature upon the earliest of (i) termination of the agreement under Section 10.1(e), (ii) consummation of the business combination, or (iii) effective winding up. The text confirms that each payee holds the right, but not the obligation, to convert the outstanding principal into private units at $10.00 per unit, with each unit consisting of one ordinary share and a right to receive one-seventh (1/7) of an ordinary share post-closing. Notably, Exhibit 10.1 adds that if the company terminates the November 9, 2025 agreement under Section 10.1(e) and completes a combination with a different entity, the Target may elect conversion into that successor company’s shares at $5.00 per share. Both notes include explicit trust waivers stating the payees relinquish all claims against the trust account or public distributions. Under Item 3.02, the filing specifies that Sponsor-converted units are transfer-restricted until business combination completion, while Target-converted units or shares remain locked until the expiration of the Lock-Up Period. Chief Executive Officer Fen Zhang signed the report and notes on August 4, 2026. The document also incorporates standard forward-looking risk disclosures addressing redemption volatility, Nasdaq listing compliance, intellectual property licensing, supply chain exposure, and regulatory approval timelines for the proposed transaction. Why it matters: The filing mechanically advances the SPAC’s operational countdown to August 22, 2026 while preserving the absolute liquidation deadline of January 22, 2027. By structuring 50% of the $50,000 extension fee as an unsecured loan from the target rather than pure sponsor equity/cash, the capital contribution dynamic shifts, and the $10.00-per-unit conversion option introduces latent dilution pressure on the post-close cap table if exercised. The $5.00-per-share fallback conversion clause embedded in the Target Note creates a variable liability path should the primary deal collapse early, potentially complicating any replacement acquisition. Public shareholders’ trust balances remain insulated from creditor claims due to the explicit waivers, maintaining standard redemption waterfall priority. Transfer restrictions delay immediate secondary market supply from converted notes, but investors tracking the January 22, 2027 expiry must monitor whether additional $50,000 monthly deposits execute as scheduled. The absence of interest accrual and the specific maturity triggers indicate low short-term liquidity strain, yet the unregistered security issuance and accompanying registration rights provisions warrant review for future liquidity unlocking sequences.

What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2026, filed by Columbus Acquisition Corp, a blank-check SPAC. Trust value fell from $62.23M to $27.21M after ~$35.83M was released to redeem 3,449,851 shares following the January 2026 extension vote. The sponsor and target have funded $350k in monthly extension fees via notes; as of Aug 3, 2026, $250k in unsecured notes are outstanding. Working capital deficit reached $483k, with only $8k cash and a going concern warning. Nasdaq compliance was regained for MVLS but the company remains non-compliant on minimum holders, with an extension to Nov 18, 2026. Two notes for July extension fees ($50k total) were deposited post-period. Why it matters: The trust now holds only $27.2M ($10.67 per share) for 2.55M public shares, meaning a potential 57.5% public share count reduction since IPO. With deadline extended only to Jan 22, 2027, and cash nearly depleted, the ability to close the WISeSat deal or avoid liquidation rests entirely on continued sponsor/target funding and Nasdaq compliance.

What changed: An Amendment No. 1 to Form 8-K filed pursuant to Rule 425 to correct a prior current report regarding the funding source of a monthly extension fee, accompanied by Exhibit 10.1 (Target Extension Promissory Note) and Exhibit 10.2 (Sponsor Extension Promissory Note). Per the amended disclosure, the Company deposited $50,000 into its Trust Account on May 21, 2026, which extended the business combination deadline from May 22, 2026 to June 22, 2026 (subject to a contractual cap of January 22, 2027). According to the filing, $25,000 of the fee came from Hercules Capital Management VII Corp. (the Sponsor) and $25,000 from WISeSat.Space Corp. (the Target). Consequently, the Company issued two unsecured promissory notes carrying no interest: a $25,000 note to the Sponsor dated July 29, 2026, and a $25,000 note to the Target dated May 21, 2026. Under the note terms signed by Chief Executive Officer Fen Zhang, the holders may elect to convert the outstanding balances into private units at $10.00 per unit upon closing. The Target Extension Note, acknowledged by Target CEO Carlos Moreira and CFO John O’Hara, also provides a fallback conversion right into common shares at $5.00 per share if the Company terminates the Business Combination Agreement under Section 10.1(e) and pairs with a different entity. Both payees contractually waived all recourse to the Trust Account or public shareholder distributions. The accompanying text identifies the proposed transaction parties as Pubco WISeSat.Space Holdings Corp., Merger Sub WISeSat Merger Sub Corp., Seller WISeKey International Holding Ltd., and the Target. Why it matters: This correction materially shifts the extension financing profile from a sponsor-only model to a co-funded arrangement, embedding $50,000 in direct financial obligations that could convert to equity or trigger cash payouts depending on merger execution or termination paths. It preserves the redemption window through June 22, 2026 while confirming continued operational alignment toward the WISeSat/WISeKey combination. Investors monitoring trust integrity will note the explicit trust waiver clauses binding both the sponsor and target to non-recourse status, while the specified conversion metrics ($10.00 per unit, $5.00 per share alternative) establish baseline valuation anchors for post-combination dilution calculations without importing external trust assumptions.

What changed: Form 8-K Current Report under Item 3.01 notifying shareholders that The Nasdaq Stock Market LLC has granted an extension to regain compliance with Listing Rule 5450(a)(2), commonly referred to as the Minimum Holders Rule. Nasdaq staff notified Columbus Acquisition Corp on July 28, 2026 that it was granted an extension through November 18, 2026 to regain compliance with the Minimum Holders Rule. This follows a separate written notice dated May 22, 2026 stating the Company did not initially meet the rule's requirements, after which the Company submitted a plan of compliance on July 2, 2026. The filing confirms the SPAC's January 21, 2027 business combination deadline and the exact trust value of $10.671241562747902 per ordinary share remain unaffected by this listing administration action. Why it matters: Nasdaq's four-month extension temporarily halts delisting procedures while management works to satisfy post-merger shareholder count thresholds, addressing secondary market liquidity risks that could otherwise deter public trading. The sequence of notices (May 22 non-compliance, July 2 plan submission, July 28 extension approval) demonstrates active regulatory scrutiny of the issuer's capital structure breadth following the deal announcement. Chief Executive Officer Fen Zhang signed the July 31, 2026 report, confirming executive oversight of the listing standard remediation efforts as the firm navigates toward the January 21, 2027 redemption cutoff.

What changed: Form 8-K/A amendment correcting attribution of a monthly extension fee payment, accompanied by two unsecured convertible promissory notes. The filing amends a Current Report on Form 8-K (originally filed May 22, 2026) to specify that the $50,000 Monthly Extension Fee deposited into the Trust Account on May 21, 2026 was split equally: $25,000 paid by Hercules Capital Management VII Corp (the Sponsor) and $25,000 paid by WISeSat.Space Corp. (the Target). In return, the Company executed a $25,000 Target Extension Promissory Note dated May 21, 2026 and a $25,000 Sponsor Extension Promissory Note dated July 29, 2026. According to the notes, both instruments are unsecured, bear no interest, mature upon the earliest of consummation of the initial business combination, applicable contract termination, or corporate winding-up, and carry conversion rights permitting payees to exchange outstanding balances into private units at $10.00 per unit upon closing. The Target note specifically allows conversion into shares of an alternative merging entity at $5.00 per share if the Company terminates the November 9, 2025 Business Combination Agreement under Section 10.1(e). The extension deposit operationally shifted the immediate deadline from May 22, 2026 to June 22, 2026, functioning within the broader January 22, 2027 deadline authorized by the Charter. Both agreements explicitly waive any payee claims against the Trust Account or public distributions. Why it matters: Tracking this amendment reveals how extension capital is allocated between sponsor and target, directly informing future equity dilution calculations through the documented conversion mechanisms and establishing clear downside scenarios if termination negotiations occur. The structural separation of extension financing from trust principal confirms that shareholder redemption economics remain isolated from sponsor/target lending arrangements. Outside core mechanics, the submission reiterates the Business Combination Agreement framework involving WISeSat.Space Holdings Corp., WISeSat Merger Sub Corp., Pubco, and Seller WISeKey International Holding Ltd., while appending standard forward-looking risk narratives covering anticipated timing, implied enterprise value, IP licensing success, product commercialization, supply chain resilience, and third-party regulatory approvals. The report was formally executed and submitted by Chief Executive Officer Fen Zhang on July 31, 2026.

What changed: SEC Form 425 press release and prospectus-related communication announcing the confidential submission of an amended draft registration statement on Form F-4 with the U.S. Securities and Exchange Commission. This filing reports that Pubco (WISeSat.Space Holdings Corp) confidentially submitted an amended draft Form F-4 to the SEC on May 29, 2026, relating to a definitive Business Combination Agreement dated November 9, 2025. The proposed structure would cause WISeSat and Columbus Acquisition Corp (CAC) to become subsidiaries of Pubco, with the combined entity expected to trade on Nasdaq under the ticker symbol “WSAT.” The filing identifies closing conditions as CAC shareholder approval, SEC declaration of effectiveness for the registration statement, and Nasdaq listing approval. Advisory roles are confirmed: Maxim Group LLC acts as exclusive financial advisor to WISeKey; Ellenoff Grossman & Schole LLP acts as legal advisor to WISeSat and Pubco; and Loeb & Loeb LLP acts as legal advisor to CAC. The filing does not alter the trust value per share, does not propose an extension, does not set a new redemption or vote date, and references only the existing January 21, 2027 deadline contextually through standard forward-looking risk language. Why it matters: Advancing the amended draft F-4 pushes the business combination past initial confidentiality review toward eventual public prospectus distribution and a formal shareholder solicitation. Until the SEC declares the statement effective, CAC shareholders lack a voting opportunity and therefore cannot exercise redemption rights tied to this specific transaction. The filing supplies substantive operational descriptions and executive commentary that inform the post-merger thesis. Per the “About WISeSat” section, WISeSat owns WISeSat.Space AG and describes itself as developing a nanosatellite constellation designed to deliver real-time, low-cost, and secure IoT connectivity for energy, logistics, infrastructure, and climate monitoring sectors, utilizing advanced encryption and distributed ledger integration to enable tamper-proof, decentralized communication frameworks. Carlos Moreira, Chief Executive Officer of WISeSat, frames the confidential submission as a critical milestone toward creating a “European model for sovereign, quantum-resilient communications infrastructure,” asserting that next-generation trusted connectivity requires securing satellite infrastructure, post-quantum technologies, and digital identity working together from orbit. Separately, WISeKey’s corporate overview states it has deployed over 1.6 billion microchips across various IoT sectors and claims its semiconductors generate Big Data that, when analyzed with AI, enable predictive equipment failure prevention. CAC management is listed as Fen “Eric” Zhang, Chairman and Chief Executive Officer, and Jie “Janet” Hu, Chief Financial Officer. Because these commercial, technological, and market-position assertions originate solely from corporate biographical copy and executive statements rather than audited financials or independent validation, they constitute promotional representations that require verification upon the eventual public filing of the registered proxy/prospectus.