IPO and Fundraising - The company completed its IPO on January 24, 2025, raising total gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[19]. - A private placement of 234,290 units was also completed on the same day, generating an additional $2,342,900 in gross proceeds[19]. - The total proceeds of $60 million from the IPO and the Private Placement were placed in a Trust Account[96]. - The company has deposited a total of $100,000 in monthly extension fees into the trust account, with $50,000 paid from working capital and $50,000 from the target[39]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[83]. Business Combination Plans - A business combination agreement was entered into on November 9, 2025, with WISeSat.Space Holdings Corp., involving a total exchange consideration of $250 million[27][28]. - The company has until January 22, 2027, to complete the business combination, with the option to extend the deadline up to twelve times by one month each[36]. - The company anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business[44]. - The company has until March 22, 2026, to complete its initial business combination, extendable to January 22, 2027, with a total of $100,000 in Monthly Extension Fees deposited into the Trust Account[108]. - If the initial business combination is not completed by the deadline, the company will redeem 100% of its public shares for a pro rata portion of the funds in the Trust Account[42]. Financial Performance and Position - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the sponsor to fund operations[23]. - The company reported a net income of $1,285,090 for the year ended December 31, 2025, primarily from interest income of $2,231,602, offset by general and administrative expenses of $946,512[110]. - As of December 31, 2025, the company had $483,756 in cash and a working capital of $179,238, intending to use net proceeds from the IPO for business acquisitions and operational expenses[111]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025[113][114]. - The financial statements indicate substantial doubt about the company's ability to continue as a going concern if the business combination is not completed by January 22, 2027[212]. Corporate Governance - The board of directors consists of four members, with terms divided into two classes, each serving a three-year term[144]. - The audit committee is comprised of independent directors, including Mr. Cameron R. Johnson, Mr. Kevin McKenzie, and Ms. Qian (Hebe) Xu[147]. - Each member of the audit committee meets the financial literacy requirements of Nasdaq, and Mr. Johnson qualifies as an "audit committee financial expert"[148]. - The company has adopted a clawback policy effective January 22, 2025, requiring executive officers to reimburse any erroneously awarded compensation due to misconduct[156]. - The company has established procedures for handling complaints regarding accounting and internal controls[149]. Regulatory and Compliance Issues - The PCAOB is currently unable to conduct inspections on accounting firms in the PRC, which may affect audit quality[49]. - Future U.S. laws, such as the Holding Foreign Companies Accountable Act, may restrict the company's ability to complete certain business combinations[50]. - The company may face regulatory challenges related to foreign investment restrictions and CFIUS review, which could limit potential business combinations[67]. - The company has incurred significant professional costs to maintain its status as a publicly traded entity and anticipates ongoing transaction costs related to financing and acquisitions[112]. Management and Employees - The company currently has no full-time employees and relies on its executive officers to manage operations until a business combination is completed[71]. - Dr. Fen "Eric" Zhang has served as Chief Executive Officer and Chairman since January 2024, bringing over 20 years of experience in investment banking and fund management[133]. - Ms. Jie "Janet" Hu has been the Chief Financial Officer since October 2024, with extensive experience in investment and financial operations[136]. - Mr. Kevin McKenzie has over 20 years of global private equity experience and has served as an independent director since January 2025[139]. - Ms. Qian "Hebe" Xu has over 10 years of experience in financial markets and has served as an independent director since January 2025[142]. Audit and Financial Reporting - The audit committee was established in January 2025 to pre-approve all auditing and non-audit services performed by the independent auditor[195]. - The financial statements were audited and present fairly the financial position of the company as of December 31, 2025, and 2024[211]. - The Company is not required to have an audit of its internal control over financial reporting, and the auditor expresses no opinion on its effectiveness[214]. - Audits included procedures to assess risks of material misstatement in financial statements due to error or fraud[215]. - The auditor has served as the Company's auditor since 2024[216].

Core Viewpoint - WISeKey International Holding AG is set to receive $250 million in equity from the business combination with Columbus Acquisition Corp, which will result in the formation of WISeSat.Space Holdings Corp, a publicly listed company on Nasdaq, expected to close in the first half of 2026 [1][5][6] Company Overview - WISeSat, through its subsidiary WISeSat.Space AG, offers a next-generation satellite platform aimed at providing secure and cost-effective IoT connectivity globally, utilizing post-quantum cryptographic technology [2][15] - The company has launched 22 satellites, with 14 currently operational, and aims to expand its constellation to 100 satellites by 2030, targeting industries such as logistics, agriculture, energy, and defense [2][4] Business Combination Agreement - The Business Combination Agreement stipulates that WISeKey will receive 25 million shares of the new entity at an implied value of $10 per share, resulting in a $250 million equity valuation [1][5] - The agreement has been unanimously approved by the boards of directors of WISeKey, WISeSat, and Columbus, and is subject to shareholder approval and customary closing conditions [6][10] Management Commentary - Carlos Moreira, CEO of WISeKey, emphasized that this transaction is a significant milestone in building a secure satellite infrastructure and aims to enhance the company's capital base for future expansion [4][5] - Fen Zhang, CEO of Columbus, expressed excitement about the transaction, highlighting WISeSat's potential in secure satellite communications [5] Technological Advancements - WISeSat is preparing to launch a next-generation post-quantum-secure satellite equipped with SEALSQ's Quantum Shield technology, which will serve as a testbed for new communication protocols [3][4] - The satellites are designed to ensure data integrity and transparency, leveraging Hedera distributed ledger technology to support a decentralized network [2][4] Future Plans - The company plans to deploy a total of 100 satellites by 2030, reinforcing its commitment to secure, sovereign, and sustainable space communications [2][4] - The business combination is expected to accelerate the commercialization of WISeSat's satellite-based cybersecurity and IoT ecosystem [4][5]

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $497,832, driven by interest income of $629,947 from the trust account, offset by general and administrative expenses of $132,115 [96]. - For the nine months ended September 30, 2025, the company achieved a net income of $1,110,246, with interest income of $1,648,194 and general and administrative expenses of $537,948 [97]. IPO and Funding - The company completed its IPO on January 24, 2025, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 units at $10.00 per unit [89]. - The company intends to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses [100]. - As of September 30, 2025, the company had cash of $638,311 and working capital of $587,802, with cash provided by financing activities totaling $61,066,688 [99]. Business Operations and Future Plans - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the sponsor to fund operations [93]. - The company has until January 22, 2026, to complete its initial business combination, or it will face automatic winding up and liquidation [104]. - The company has incurred and expects to continue incurring significant costs to remain publicly traded and pursue a business combination [103]. Debt and Financing - As of September 30, 2025, the company has no long-term debt or capital lease obligations [106]. - The company has not entered into any off-balance sheet financing arrangements as of September 30, 2025 [105].

IPO and Financing - The company completed its IPO on January 24, 2025, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 units at an offering price of $10.00 per unit[92]. - The company intends to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses, with remaining funds used for working capital[103]. - The company has incurred losses since inception, with no revenue generated to date, relying on the sale of securities and loans from the Sponsor to fund operations[96]. - As of June 30, 2025, the company had cash of $761,463 and working capital of $719,917, with cash provided by financing activities amounting to $61,066,688[102]. Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $462,615, driven by interest income of $614,514 from the Trust Account, offset by general and administrative expenses of $151,899[99]. - The company currently has no long-term debt or significant contractual obligations as of June 30, 2025[109]. - The company has not engaged in any off-balance sheet financing arrangements and has no commitments for such financing[108]. - The company has not identified any critical accounting estimates that could materially affect its financial statements[112]. Future Expectations and Obligations - The company expects to incur increased expenses as a result of being a public company, including legal and compliance costs, as well as expenses related to identifying target acquisition opportunities[98]. - The company has until January 22, 2026, to complete its initial business combination, failing which it will trigger an automatic winding up and liquidation[107].

IPO and Financing - The company completed its IPO on January 24, 2025, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 units at $10.00 per unit[92]. - The company intends to use substantially all net proceeds from the IPO for acquiring a target business and covering related expenses[105]. - The company has placed the IPO proceeds in a trust account for the benefit of public shareholders and underwriters, with Continental Stock Transfer & Trust Company acting as trustee[94]. Financial Performance - As of March 31, 2025, the company reported a net income of $149,799, primarily from interest income of $403,733, offset by general and administrative expenses of $253,934[103]. - The company has incurred losses since inception, relying on the sale of securities and loans from the sponsor to fund operations, with no revenue generated to date[96]. Cash and Working Capital - The company had cash of $894,161 and working capital of $871,816 as of March 31, 2025, with cash provided by financing activities amounting to $61,066,688[104]. - The company has no long-term debt or significant contractual obligations as of March 31, 2025[111]. - The company has no off-balance sheet financing arrangements or commitments as of March 31, 2025[110]. Business Combination and Accounting - The company has until January 22, 2026, to complete its initial business combination, failing which it will trigger an automatic winding up and liquidation[109]. - The company has not identified any critical accounting estimates that could materially affect its financial statements[114].

IPO and Fundraising - The company completed its IPO on January 24, 2025, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 units at an offering price of $10.00 per unit[17]. - A private placement of 234,290 units was also completed on the same date, generating additional gross proceeds of $2,342,900[17]. - The proceeds from the IPO and private placement are intended to be used primarily for consummating a business combination and working capital[20]. - The company intends to use the proceeds from the IPO and Private Placement primarily for acquiring a target business and covering related expenses[108]. - The Company completed a private placement of 234,290 units at $10.00 per unit, generating total proceeds of $2,342,900[156]. - The underwriter received a cash underwriting discount of 1.5% of the gross proceeds of the IPO, amounting to $900,000, which could increase to $1,035,000 if the over-allotment is fully exercised[202]. - The Company has granted underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments, which expired unexercised[187]. Business Combination and Operations - The company has until January 22, 2026, to consummate its initial business combination, with the option to seek extensions if necessary[30]. - If the initial business combination is not completed by the deadline, the company will liquidate the Trust Account and redeem public shares for a pro rata portion of the funds held[31]. - The target business or businesses acquired must have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the definitive agreement execution[32]. - The company anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business, with the possibility of acquiring less than 100% under certain conditions[33]. - The company may issue a significant amount of debt or equity securities to finance the acquisition, but currently has no specific business combination under consideration[33]. - The company has not selected any target business for its initial business combination, focusing initially on opportunities in Asia[102]. - The company has not engaged in any substantive discussions regarding potential business combinations as of the report date[54]. - If a business combination is not completed by January 22, 2026, the company faces mandatory liquidation and dissolution[116]. Financial Performance and Position - The company currently has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the Sponsor to fund operations[21]. - As of December 31, 2024, the company reported a net loss of $77,094, attributed entirely to formation and operating costs[110]. - The company had no cash and a working capital deficit of $252,128 as of December 31, 2024, with $1,007,756 held outside of the Trust Account post-IPO[111]. - The company has incurred significant costs associated with being a public entity and expects these to continue as it pursues its acquisition plans[114]. - The company has incurred deferred offering costs of $200,034, which includes $25,000 paid by the sponsor and $175,034 via a promissory note[148]. - Total current liabilities amounted to $252,128, which includes accounts payable and accrued expenses of $2,416 and a promissory note related party of $249,712[139]. - The Company has no off-balance sheet financing arrangements or long-term liabilities as of December 31, 2024[117][118]. - The Company reported a net loss of $77,094 for the period from January 18, 2024, through December 31, 2024, resulting in a basic and diluted net loss per ordinary share of $0.05[142]. Regulatory and Compliance Risks - The company may pursue a business combination with a PRC Target Company, which could involve risks related to PRC laws and regulations, particularly in restricted industries[37]. - The VIE structure may be used to consolidate financial results of the PRC Target Company, but it carries risks due to uncertainties in PRC law and potential enforcement issues[38]. - The company may need to comply with new PRC regulations regarding overseas listings, including filing procedures with the CSRC, which could impact its ability to list on U.S. exchanges[43]. - The recent regulatory environment in China poses risks that could materially affect the post-combination entity's operations and the value of its shares[45]. - The company may incur substantial costs to enforce VIE Agreements, and uncertainties in the PRC legal system could limit the ability to enforce these agreements[39]. - The Chinese government may intervene in operations, potentially affecting the value of securities and limiting the ability to offer securities to investors[46]. - Future regulatory changes in China could significantly limit the company's ability to offer securities or complete business combinations[52]. - The process of government review by CFIUS for foreign investments may be lengthy, potentially affecting the completion of business combinations[78]. Shareholder and Equity Information - The total number of Ordinary Shares held by insiders, including the Sponsor, is 1,734,290, representing 21.83% of the issued and outstanding shares of the company[22]. - The sponsor owns approximately 21.38% of the issued and outstanding shares of the company[76]. - The Company has authorized the issuance of 500,000,000 ordinary shares with a par value of $0.0001[204]. - The Company has classified ordinary shares subject to redemption as temporary equity, impacting the accounting treatment of these shares[177]. - Cash dividends on common stock will be paid in U.S. dollars and may be subject to a PRC withholding tax of up to 10% if the entity is considered a PRC tax resident[59]. - Dividends to shareholders will depend on payments from the VIE to the PRC subsidiary, subject to PRC regulations on currency conversion and remittance[55]. - The post-combination entity's indirect subsidiaries in China can only pay dividends from accumulated profits, which must comply with Chinese accounting standards[58]. - Each subsidiary in China is required to set aside at least 10% of after-tax profits annually to fund a statutory reserve until it reaches 50% of registered capital[58]. Accounting and Audit Considerations - The PCAOB currently cannot conduct inspections of accounting firms in the PRC without Chinese government approval, affecting audit quality assessments[60]. - Future U.S. laws, such as the Holding Foreign Companies Accountable Act, may restrict business combinations with companies that do not meet PCAOB standards[61]. - The Accelerating Holding Foreign Companies Accountable Act proposes to reduce the non-inspection years from three to two, impacting trading on U.S. exchanges[62]. - The PCAOB determined it has secured complete access to inspect registered public accounting firms in mainland China and Hong Kong as of December 15, 2022[69]. - The Company has not identified any critical accounting estimates that could materially affect its financial statements[121]. - The Company does not expect the adoption of new accounting standards to have a material impact on its financial statements[124]. - The Company is evaluating the impact of adopting ASU 2023-09 on its financial statements, although it does not expect any significant impact due to its tax-exempt status[185].

As filed with the Securities and Exchange Commission on December 26, 2024 Registration No. 333-283278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ COLUMBUS ACQUISITION CORP (Exact name of registrant as specified in its constitutional documents) _________________________________ Not Applicable (Translation of Registrant's name into ...

As filed with the Securities and Exchange Commission on November 15, 2024 Registration No. 333-[__] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ COLUMBUS ACQUISITION CORP (Exact name of registrant as specified in its constitutional documents) Cogency Global Inc. 122 East 42 nd Street, 18 th Floor New York, New York 10168 United States (800) 221-0102 (Name, address, including zip code ...