Columbus Acquisition Corp(COLA) - 2025 Q2 - Quarterly Report

Part I. Financial Information This part presents the unaudited condensed financial statements and management's discussion and analysis for Columbus Acquisition Corp, along with disclosures on market risk and controls Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed financial statements for Columbus Acquisition Corp, including the balance sheets, statements of operations, changes in shareholders' equity (deficit), and cash flows, along with comprehensive notes detailing the company's organization, accounting policies, IPO, private placement, related party transactions, commitments, and equity structure Condensed Balance Sheets Presents the company's financial position at specific dates, detailing assets, liabilities, and shareholders' equity Condensed Balance Sheet Highlights | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :------------------------------------------------ | :-------------------------- | :------------------ | | Cash | $761,463 | $— | | Total Current Assets | $818,109 | $— | | Demand deposit in Trust Account | $61,018,247 | $— | | Total Assets | $61,836,356 | $200,034 | | Total Current Liabilities | $98,192 | $252,128 | | Ordinary shares subject to possible redemption | $61,018,247 | $— | | Total Shareholders' Equity (Deficit) | $719,917 | $(52,094) | Unaudited Condensed Statements of Operations Details the company's revenues, expenses, and net income or loss over specific periods Unaudited Condensed Statements of Operations Highlights | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Period from Inception to June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :------------------------------------- | | General and administrative expenses | $151,899 | $41,200 | $405,833 | $48,039 | | Interest earned on demand deposit in Trust Account | $614,514 | $— | $1,018,247 | $— | | Net income (loss) | $462,615 | $(41,200) | $612,414 | $(48,039) | | Basic and diluted net income (loss) per share, non-redeemable ordinary shares | $0.06 | $(0.03) | $0.09 | $(0.03) | Unaudited Condensed Statements of Changes in Shareholders' Equity (Deficit) Outlines the changes in the company's equity over time, including net income, share issuances, and redemptions - Shareholders' Equity (Deficit) increased from $(52,094) as of December 31, 2024, to $719,917 as of June 30, 2025, primarily driven by the issuance of Private Placement Units ($2,333,447), Public Rights ($1,280,440), and Representative Shares ($361,000), along with net income, partially offset by accretion of carrying value to redemption value[14] - For the period from inception (January 18, 2024) through June 30, 2024, the company reported a net loss of $48,039, resulting in a total shareholder's deficit of $(23,039) as of June 30, 2024[15] Unaudited Condensed Statements of Cash Flows Reports the cash generated and used by the company across operating, investing, and financing activities Unaudited Condensed Statements of Cash Flows Highlights | Cash Flow Activity | Six Months Ended June 30, 2025 | Period from Inception to June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------------- | | Net Cash Used in Operating Activities | $(305,225) | $(43,618) | | Net Cash Used in Investing Activities | $(60,000,000) | $— | | Net Cash Provided by Financing Activities | $61,066,688 | $43,618 | | Net Change in Cash | $761,463 | $— | | Cash, End of Year | $761,463 | $— | - Financing activities for the six months ended June 30, 2025, included $60,000,000 from the sale of public units and $2,342,900 from private placement units, partially offset by payment of underwriter commissions and repayment of a related-party promissory note[18] Notes to Unaudited Condensed Financial Statements Provides critical context to the financial statements, detailing the company's organization, accounting policies, IPO, private placement, related party transactions, commitments, and equity structure - The notes provide critical context to the financial statements, detailing the company's organization as a blank check company, significant accounting policies, specifics of its Initial Public Offering and Private Placement, related party transactions, commitments, and the composition of shareholders' equity[19] - A key disclosure is the 'Going Concern Consideration,' which highlights substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by January 22, 2026[36] Note 1 — Organization, Business Operation and Going Concern Consideration Describes the company's formation as a blank check company, its IPO, and the going concern implications if a business combination is not completed - Columbus Acquisition Corp is a blank check company incorporated on January 18, 2024, for the purpose of effecting a business combination, with efforts not limited to a particular industry or geographic location, though significant ties to China may influence target selection[20] - The company consummated its IPO on January 24, 2025, selling 6,000,000 units at $10.00 per unit, generating $60,000,000 gross proceeds[24] - Simultaneously, a private placement of 234,290 units to the Sponsor generated $2,342,900[25] - Substantially all net proceeds are held in a U.S.-based Trust Account, to be invested in U.S. government treasury bills or money market funds, and will not be released until the completion of a business combination or redemption[30] - The company must complete its initial Business Combination by January 22, 2026, or it will cease operations and redeem public shares, which raises substantial doubt about its ability to continue as a going concern[33][36] Note 2 — Significant accounting policies Details the key accounting principles and methods applied in preparing the financial statements, including revenue recognition and fair value measurement - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[40][41] - Interest earned on the demand deposit in the Trust Account amounted to $614,514 for the three months ended June 30, 2025, and $1,018,247 for the six months ended June 30, 2025[45] - Offering costs of $1,587,534 were allocated, with $1,538,521 charged to temporary equity for public shares and $49,013 charged to shareholders' equity for public rights and Private Units[46] - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, with changes in redemption value recognized immediately as a deemed dividend[53] - The company applies ASC 820 for fair value measurement, classifying assets and liabilities into Level 1, 2, or 3 based on observability of inputs[52] Note 3 — Initial Public Offering Provides specifics on the company's IPO, including units sold, proceeds, and associated offering costs - On January 24, 2025, the company sold 6,000,000 Units at $10.00 per Unit, each consisting of one ordinary share and one right to receive one-seventh of one ordinary share upon business combination[62] - Total offering costs allocated to the IPO proceeds were $1,538,521[62] - The underwriters' 45-day over-allotment option for an additional 900,000 units expired unexercised on March 10, 2025[62] Note 4 — Private Placement Details the private placement of units to the Sponsor, including proceeds, allocated costs, and transfer restrictions - Simultaneously with the IPO, the Sponsor purchased 234,290 Private Placement Units at $10.00 per unit, generating $2,342,900[63] - Offering costs allocated to the Private Placement Units were $9,453[63] - Private Placement Units are subject to transfer restrictions until the completion of the initial Business Combination[65] - There are no redemption rights or liquidating distributions from the Trust Account for private placement shares or rights[64] Note 5 — Related Party Transactions Describes transactions and arrangements with related parties, including Founder Shares, director compensation, and promissory notes - The Sponsor initially acquired 1,437,500 Founder Shares for $25,000, which were later increased to 1,725,000 shares, and subsequently forfeited 225,000 Founder Shares on March 10, 2025, due to the unexercised over-allotment option[66] - 36,000 Founder Shares were transferred to three independent directors for board service, resulting in a stock-based compensation expense of $61,478[67] - A Share Purchase Option for 12,000 Founder Shares was issued to Mr. Cameron R. Johnson, with an estimated fair value of $119,475, to be recorded as compensation expense upon exercise[68] - The Sponsor loaned the company up to $500,000 via a Promissory Note for IPO expenses, with $249,712 outstanding as of December 31, 2024, which was repaid upon the IPO closing[71] - The Sponsor, officers, and directors waived their redemption rights for Founder Shares and private placement shares[69] Note 6 — Commitments and Contingencies Outlines the company's contractual obligations, registration rights, and underwriter compensation - Holders of Founder Shares, Representative Shares, Private Placement Units, and units from Working Capital Loans are entitled to registration rights[76] - The underwriter received a cash underwriting discount of $900,000 (1.5% of gross IPO proceeds) and 210,000 Representative Shares with a fair value of $361,000[78][79] - The underwriters' over-allotment option for 900,000 units expired unexercised on March 10, 2025[77] Note 7 — Shareholders' Equity Details the authorized and outstanding share capital, including preferred shares, ordinary shares, and rights - The company is authorized to issue 10,000,000 preferred shares and 500,000,000 ordinary shares, with no preferred shares issued or outstanding as of June 30, 2025[80][81] - As of June 30, 2025, there were 1,944,290 ordinary shares issued and outstanding (excluding shares subject to possible redemption), reflecting the retroactive forfeiture of 225,000 ordinary shares[81] - As of June 30, 2025, there were 6,000,000 Public Rights and 234,290 Private Rights outstanding, which can be converted into a total of 890,612 ordinary shares upon consummation of an initial Business Combination[83] - Rights will expire worthless if the company fails to complete an initial Business Combination within the required timeframe[84] Note 8 — Segment Information Explains that the company operates as a single segment, with the CEO reviewing overall operating results - The company operates as a single operating and reportable segment, with the Chief Executive Officer (CODM) reviewing overall operating results[86] - Key metrics reviewed by the CODM include general and administrative expenses and interest earned on the demand deposit in the Trust Account[87] Note 9 — Subsequent Events Confirms no subsequent events requiring adjustment or disclosure were identified after the reporting period - No subsequent events requiring adjustment or disclosure were identified through the date the unaudited condensed financial statements were issued[88] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, highlighting its status as a blank check company, the impact of its IPO and private placement, and the challenges related to liquidity and the need to complete a business combination by January 22, 2026 Overview Provides a general description of Columbus Acquisition Corp as a blank check company formed for a business combination - Columbus Acquisition Corp is a blank check company incorporated on January 18, 2024, with the sole purpose of effecting a business combination, and has not yet identified a target business[91] Initial Public Offering Details the IPO and private placement, including proceeds, trust account funding, and share trading information - The company consummated its IPO on January 24, 2025, selling 6,000,000 units at $10.00 per unit, generating $60,000,000 gross proceeds[92] - A private placement of 234,290 units to the Sponsor generated an additional $2,342,900[92] - Proceeds from the IPO and private placement, totaling $60,000,000, were placed in a Trust Account for the benefit of public shareholders[92][94] - The company issued 210,000 Representative Shares to the underwriter, subject to transfer restrictions and waiver of redemption/liquidation rights[93] - Ordinary Shares and Rights commenced separate trading on Nasdaq on March 17, 2025, under symbols 'COLA' and 'COLAR', respectively[97] Results of Operations and Known Trends or Future Events Discusses the company's financial performance, primarily non-operating income from the Trust Account and expected future expenses - The company has not generated any operating revenues to date, with activities limited to organizational efforts and the IPO[98] - Non-operating income is derived from interest earned on Trust Account proceeds[98] Net Income (Loss) and Key Drivers | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Period from Inception to June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :------------------------------------- | | Net income (loss) | $462,615 | $(41,200) | $612,414 | $(48,039) | | Interest income from Trust Account | $614,514 | $— | $1,018,247 | $— | | General and administrative expenses | $151,899 | $41,200 | $405,833 | $48,039 | - The company expects to incur increased expenses as a public company and for the search for target opportunities[98] Liquidity and Capital Resources Analyzes the company's cash position, financing activities, and the need for additional capital to complete a business combination - As of June 30, 2025, the company had cash of $761,463 and working capital of $719,917[102] - Cash provided by financing activities was $61,066,688 for the six months ended June 30, 2025, primarily from IPO and private placement proceeds, offset by cash used in investing activities ($60,000,000 deposit into Trust Account) and operating activities ($305,225)[102] - The company intends to use IPO proceeds to acquire a target business and for working capital, but may need additional financing if current funds are insufficient or if a significant number of public shares are redeemed[103][105][106] - The company has until January 22, 2026, to complete an initial business combination, and the mandatory liquidation if unsuccessful raises substantial doubt about its ability to continue as a going concern[107] Off-Balance Sheet Financing Arrangements Confirms the absence of any off-balance sheet arrangements as of the reporting date - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of June 30, 2025[108] Contractual Obligations States that the company has no long-term debt or lease obligations, but notes registration rights for certain shareholders - As of June 30, 2025, the company does not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[109] - Holders of Founder Shares, Private Units, and Working Capital Loans are entitled to registration rights[110] Critical Accounting Estimates Indicates that management has not identified any critical accounting estimates with significant financial statement impact - Management has not identified any critical accounting estimates that would significantly impact the financial statements[112] Recent Accounting Pronouncements Assesses the impact of recently issued accounting pronouncements on the company's financial statements - Management does not believe that any recently issued, but not yet effective, accounting pronouncements would have a material effect on the financial statements if currently adopted[113] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Columbus Acquisition Corp is not required to provide quantitative and qualitative disclosures about market risk - The company is exempt from making disclosures under this item as it qualifies as a smaller reporting company[114] Item 4. Controls and Procedures Management, including the principal executive and financial officers, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, and reported no material changes in internal control over financial reporting during the quarter - The principal executive officer and principal financial and accounting officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[116] - There have been no material changes in internal control over financial reporting during the quarter ended June 30, 2025[117] Part II. Other Information This part covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and a list of exhibits Item 1. Legal Proceedings Columbus Acquisition Corp is not currently involved in any material litigation or legal proceedings and is unaware of any significant legal exposure - The company is not a party to any material litigation or other legal proceedings and is unaware of any legal proceeding, investigation, or claim that could have a material adverse effect[119] Item 1A. Risk Factors As a smaller reporting company, this item is not applicable. The company refers to previously disclosed risk factors in its IPO prospectus and annual report, noting no material changes as of the current report date - This item is not applicable to a smaller reporting company[120] - There have been no material changes to the risk factors disclosed in the company's IPO prospectus and annual report for the fiscal year ended December 31, 2024[120] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities or use of proceeds to report during the period - No unregistered sales of equity securities and use of proceeds to report[121] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities to report during the period - No defaults upon senior securities to report[122] Item 4. Mine Safety Disclosures This item is not applicable to Columbus Acquisition Corp - Mine Safety Disclosures are not applicable to the company[123] Item 5. Other Information No other information is required to be reported under this item - No other information to report[124] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including organizational documents, certifications, and XBRL data files - The exhibits include the First Amended and Restated Memorandum and Articles of Association, Rights Agreement, certifications from the CEO and CFO, and Inline XBRL documents[125] Signatures This section provides the official signatures of the company's Chief Executive Officer and Chief Financial Officer, certifying the report - The report is signed by Fen 'Eric' Zhang, Chief Executive Officer, and Jie 'Janet' Hu, Chief Financial Officer, on August 13, 2025[130]