Columbus SPAC Seeks Year-Long Extension for WISeSat.Space Merger

TL;DR

**COLAR needs this extension to avoid liquidation and close its WISeSat.Space deal, so expect shareholders to approve it, but watch for redemptions.**

AI Summary

Columbus Acquisition Corp (COLAR) is seeking shareholder approval to extend its deadline for completing a business combination from January 22, 2026, to January 22, 2027, through a Charter Amendment Proposal and a Trust Amendment Proposal. This extension would allow COLAR to pursue its previously announced business combination agreement with WISeSat.Space Holdings Corp., WISeSat Merger Sub Corp., WISeSat.Space Corp., and WISeKey International Holding Ltd., which was entered into on November 9, 2025. The company confidentially submitted a draft Business Combination Proxy Statement on Form F-4 with the SEC on December 23, 2025. If approved, COLAR can extend the deadline up to twelve times, each by one month, by depositing a Monthly Extension Fee into the Trust Account. This fee will be the lesser of $50,000 for all remaining public shares or $0.033 per remaining public share. Failure to approve these proposals or complete a business combination by January 22, 2026, would result in the company ceasing operations and redeeming public shares at an estimated per-share price of approximately $10.35, based on the $62.17 million in the Trust Account as of the Record Date, December 22, 2025.

Why It Matters

This extension is critical for Columbus Acquisition Corp. (COLAR) as it provides the necessary time to finalize its business combination with WISeSat.Space Holdings Corp., preventing immediate liquidation. For investors, approval means continued participation in the SPAC's journey, albeit with potential dilution from redemptions and the cost of extensions. Failure to approve would trigger a redemption of public shares at approximately $10.35 per share, offering a slight premium over the $10.34 market price on the Record Date, but ending the investment opportunity. The competitive SPAC market often sees such extensions as companies struggle to close deals within initial timelines, highlighting the challenges in identifying and integrating suitable targets.

Risk Assessment

Risk Level: medium — The risk level is medium because while the extension provides a lifeline, there's no guarantee the WISeSat.Space merger will close, and significant redemptions could deplete the Trust Account, potentially leaving a smaller entity post-merger. The company explicitly states that the amount remaining in the Trust Account could be a 'small fraction' of the approximately $62.17 million if redemptions are high, impacting the viability of the target business.

Analyst Insight

Investors should carefully consider their redemption rights, as the estimated $10.35 per share redemption price offers a slight premium over the $10.34 market price on December 22, 2025. Those bullish on the WISeSat.Space merger should vote for the extension and hold, while those seeking a guaranteed return slightly above market should consider redeeming their shares by January 14, 2026.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$62.17M

revenue Growth

N/A

Key Numbers

• $62.17M — Trust Account Balance (Amount in Trust Account as of December 22, 2025, before redemptions)
• $10.35 — Estimated Redemption Price (Per-share price for public share redemption if extension is approved)
• $10.34 — Market Price (Record Date) (Closing price of COLAR shares on Nasdaq on December 22, 2025)
• Jan 22, 2026 — Original Business Combination Deadline (Current deadline for Columbus Acquisition Corp to complete a merger)
• Jan 22, 2027 — Extended Termination Date (Proposed new deadline if extension proposals are approved)
• 12 — Number of Monthly Extensions (Maximum number of one-month extensions available if proposals pass)
• $50,000 — Maximum Monthly Extension Fee (Cost for each one-month extension for all remaining public shares)
• $0.033 — Per-Share Monthly Extension Fee (Alternative cost for each one-month extension per remaining public share)
• 7,944,290 — Outstanding Ordinary Shares (Total shares entitled to vote as of December 22, 2025)
• 2/3 — Charter Amendment Vote Threshold (Required majority for the Charter Amendment Proposal)

Key Players & Entities

• Columbus Acquisition Corp (company) — Registrant and SPAC seeking extension
• WISeSat.Space Holdings Corp. (company) — Target company in business combination agreement
• WISeKey International Holding Ltd. (company) — Seller in business combination agreement
• Continental Stock Transfer & Trust Company (company) — Party to the Investment Management Trust Agreement
• Fen Zhang (person) — Chairman of the Board of Directors of Columbus Acquisition Corp
• SEC (regulator) — Securities and Exchange Commission
• Robinson & Cole LLP (company) — Location of the extraordinary general meeting
• $62.17 million (dollar_amount) — Amount in the Trust Account as of the Record Date
• $10.35 (dollar_amount) — Estimated per-share redemption price
• $10.34 (dollar_amount) — Closing price of Ordinary Shares on Nasdaq on the Record Date

Forward-Looking Statements

• Columbus Acquisition Corp. will successfully secure shareholder approval for the extension. (Columbus Acquisition Corp.) — medium confidence, target: May 28, 2024
• A significant portion of public shareholders will choose to redeem their shares. (public shareholders) — medium confidence, target: May 28, 2024

FAQ

Risk Factors

• Failure to Complete Business Combination by Deadline [high — regulatory]: The company must complete a business combination by January 22, 2026, or face cessation of operations and liquidation. Shareholders are being asked to approve an extension to January 22, 2027, to allow more time for the proposed merger with WISeSat.Space Holdings Corp. If the extension is not approved and the business combination is not completed by the original deadline, public shares will be redeemed at an estimated $10.35 per share.
• Monthly Extension Fees and Trust Account Depletion [medium — financial]: Each one-month extension requires a deposit into the Trust Account, capped at $50,000 or $0.033 per public share. If the company extends the deadline up to twelve times, the cumulative fees could significantly reduce the funds available for the business combination or for distribution upon liquidation. The Trust Account balance was $62.17 million as of December 22, 2025.
• Shareholder Approval for Extension Proposals [high — legal]: The Charter Amendment Proposal requires a 2/3 vote threshold, while the Trust Amendment Proposal requires a majority vote. Failure to secure the necessary shareholder approval for these proposals means the company cannot extend its deadline and will proceed with liquidation if the business combination is not completed by January 22, 2026.

Industry Context

Columbus Acquisition Corp is a special purpose acquisition company (SPAC) operating in the financial services sector, specifically focused on identifying and merging with a target company. The SPAC market has seen significant activity, but also increased scrutiny regarding deal timelines and shareholder value. Companies like COLAR rely on timely execution of business combinations to avoid liquidation, a common risk in the SPAC lifecycle.

Regulatory Implications

The filing is a DEF 14A, requiring compliance with SEC regulations for proxy solicitations. The proposed extension and business combination are subject to shareholder approval and SEC review of the Form F-4. Failure to comply with these regulations or complete the business combination within the extended timeframe could lead to regulatory action and forced liquidation.

What Investors Should Do

1. Review the proposed Charter Amendment and Trust Amendment proposals carefully to understand the implications of extending the business combination deadline to January 22, 2027.
2. Vote on the Extension Proposals (Charter Amendment and Trust Amendment) by January 16, 2026, as these are critical for the company to pursue the business combination with WISeSat.Space Holdings Corp.
3. Consider the potential impact of monthly extension fees on the Trust Account balance and the estimated redemption price of $10.35 per share if the business combination is not completed.
4. Assess the proposed business combination with WISeSat.Space Holdings Corp. based on the information to be provided in the upcoming Form F-4 filing.

Key Dates

• 2025-12-22: Record Date — Determines shareholders entitled to notice of and vote at the Shareholder Meeting.
• 2026-01-16: Extraordinary General Meeting — Shareholders will vote on the Extension Proposals and Adjournment Proposal.
• 2026-01-22: Original Business Combination Deadline — Current deadline to complete a business combination; failure to do so without extension leads to liquidation.
• 2026-01-22: First Monthly Extension Fee Due — If approved, the first extension fee must be deposited by this date to extend the deadline by one month.
• 2027-01-22: Extended Termination Date — Proposed new deadline to complete a business combination if all twelve monthly extensions are utilized.
• 2025-12-23: Confidential Submission of Draft Business Combination Proxy Statement — Indicates progress on the proposed business combination with WISeSat.Space Holdings Corp.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders when they are asked to vote on important matters, such as mergers or extensions. (This document is the DEF 14A proxy statement for Columbus Acquisition Corp.)

Business Combination

The process by which a special purpose acquisition company (SPAC) merges with or acquires an operating company. (Columbus Acquisition Corp is seeking to extend its deadline to complete its business combination.)

Trust Account

An account holding the proceeds from the SPAC's initial public offering, which can only be used for business combinations, redemptions, or liquidation expenses. (The balance in the Trust Account ($62.17 million) is critical for redemptions and extension fees.)

Charter Amendment Proposal

A proposal to change the company's governing documents (Articles of Association) to extend the deadline for completing a business combination. (This is one of the key proposals shareholders are voting on to allow for an extension.)

Trust Amendment Proposal

A proposal to amend the agreement governing the Trust Account to align with the extended business combination deadline. (This proposal is necessary to implement the extension of the business combination deadline.)

Monthly Extension Fee

A fee paid by the SPAC to its trust account to secure a one-month extension of the business combination deadline. (These fees will be incurred if the company utilizes the monthly extension options, impacting the Trust Account balance.)

Redemption

The process by which public shareholders can elect to have their shares repurchased by the company, typically at the per-share amount held in the Trust Account, if they do not approve of a business combination or extension. (Shareholders may redeem their shares if the extension is not approved or if they choose not to participate in the business combination.)

Year-Over-Year Comparison

This filing is a proxy statement for an extraordinary general meeting, not a comparative financial report. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not applicable. The primary focus is on the proposed extension of the business combination deadline and the associated proposals, rather than ongoing operational performance.

Key Financial Figures

• $50,000 — y will deposit the lesser of (i) $50,000 for all remaining public shares and (ii
• $0.033 — remaining public shares and (ii) $0.033 for each remaining public share in the
• $39,600 — hly Extension Fee will be approximately $39,600. The first Monthly Extension Fee
• $100,000 — e Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses
• $10.35 — the Trust Account will be approximately $10.35 per share, subject to the actual value
• $10.34 — ompany on Nasdaq on the Record Date was $10.34. Accordingly, if the market price of th
• $0.01 m — lic shareholder receiving approximately $0.01 more per share than if the shares were so
• $62.17 million — y a small fraction of the approximately $62.17 million that was in the Trust Account as of the

Filing Documents

• ea0270200-02.htm (DEF 14A) — 1763KB
• 0001213900-25-127096.txt ( ) — 1764KB

From the Filing

DEF 14A 1 ea0270200-02.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ SCHEDULE 14A __________________________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant   Filed by a Party other than the Registrant   Check the appropriate box:   Preliminary Proxy Statement   Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2))   Definitive Proxy Statement   Definitive Additional Materials   Soliciting Material under §240.14a -12 COLUMBUS ACQUISITION CORP (Name of Registrant as Specified In Its Charter) _______________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):   No fee required.   Fee paid previously with preliminary materials.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0 -11 .   Table of Contents COLUMBUS ACQUISITION CORP 14 Prudential Tower Singapore 049712 NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF COLUMBUS ACQUISITION CORP TO BE HELD ON JANUARY 16, 2026 To the Shareholders of Columbus Acquisition Corp: NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Columbus Acquisition Corp, a Cayman Islands exempted company (“CAC” or the “Company”), will be held on January 16, 2026, at 9:00 a.m., Eastern Time, at the offices of Robinson & Cole LLP (“R&C”) located at 666 Third Avenue, 20 th Floor, New York, NY 10017, and virtually via teleconference using the dial -in information: +1 813 -308-9980 (Access Code: 173547), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”). You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting upon, and if through fit, passing and approving on the following resolutions: 1.        Proposal No. 1 — Charter Amendment Proposal  — To resolve as a special resolution that, the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”), which currently provides that the Company has until January 22, 2026 to complete a business combination, be deleted in their entirety and substituted in their place with the Second Amended and Restated Memorandum and Articles of Association of the Company in the form attached as Annex A hereto which provides that the Company has until January 22, 2026 to complete a business combination, and may elect to extend the period to consummate a business combination up to twelve times, each by an additional one -month extension, for a total of up to twelve months to January 22, 2027 (the “Extended Termination Date”) (such proposal, the “Charter Amendment Proposal”) (such amendment to the Charter as set forth in Annex A is herein referred to as the “Charter Amendment”); 2.        Proposal No. 2 — Trust Amendment Proposal  — To resolve by the affirmative vote of at least a majority of the issued and outstanding ordinary shares of the Company, an amendment of the Investment Management Trust Agreement, dated January 22, 2025 (as the same may be amended, restated or supplemented, the “Trust Agreement”), substantively in the form set forth in Annex B to the accompanying proxy statement, by and between the Company and Continental Stock Transfer & Trust Company, to reflect the Charter Amendment (the “Trust Amendment” and such proposal, the “Trust Amendment Proposal” and, together with the Charter Amendment Proposal, the “Extension Proposals”); and 3.        Proposal No. 3 — Adjournment Proposal  — To resolve as an ordinary resolution that the Shareholder Meeting be adjourned to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Shareholder Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal”). If the shareholders approve the Charter Amendment Proposal and the Tr

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