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].
Columbus Acquisition Corp Unit(COLAU) - 2025 Q4 - Annual Report