Financial Overview - 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 date, 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 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 incurred $110,000 for administrative services in the year ended December 31, 2025[184]. - Audit fees for the year ended December 31, 2025 totaled $134,458, while for the period from January 18, 2024 (inception) through December 31, 2024, they were $115,000[192]. 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 not selected any target business for its initial business combination, focusing initially on Asia[92]. - 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]. - 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]. Shareholder and Insider Information - As of the date of the annual report, insiders hold 1,734,290 ordinary shares, representing 21.83% of the total outstanding shares[24]. - The Sponsor holds approximately 37.8% of the company's issued and outstanding shares[66]. - Insiders own 1,734,290 Founder Shares, which may create conflicts of interest regarding target business selection[162]. - Fen "Eric" Zhang holds 1,698,290 Ordinary Shares, representing 37.8% of the total[173]. - The Sponsor transferred 36,000 Founder Shares to independent directors for a nominal cash consideration of $522[176]. Regulatory and Compliance Issues - Future U.S. laws may restrict the company's ability to complete business combinations with certain companies, particularly those based in China[50]. - The PCAOB currently has access to inspect the company's auditor, which is not headquartered in mainland China or Hong Kong[57]. - The PCAOB has determined it can inspect and investigate registered public accounting firms in mainland China and Hong Kong as of December 15, 2022[59]. - The company may face regulatory challenges related to foreign investment in U.S. businesses, which could limit potential acquisition opportunities[67]. Management and 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]. - The company has appointed Ms. Jie "Janet" Hu as Chief Financial Officer since October 2024, bringing extensive financial expertise[136]. - Dr. Fen "Eric" Zhang has served as Chief Executive Officer and Chairman of the Board since January 2024, with over 20 years of experience in investment banking and fund management[133]. - The audit committee members meet the financial literacy requirements of Nasdaq, with Mr. Colon qualifying as an "audit committee financial expert"[148]. - The audit committee is responsible for reviewing the company's financial statements and recommending their inclusion in the annual report on Form 10-K[149]. - The compensation committee will review and recommend compensation arrangements related to the initial business combination[150]. Operational Status - 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 currently has no full-time employees and relies on its executive officers to manage operations until a business combination is completed[71]. - The company has not encountered any cybersecurity incidents since its IPO, indicating a low perceived risk in this area[76]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025[113][114]. - 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]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[153]. Financial Controls and Audit - The company’s disclosure controls and procedures were evaluated as effective as of December 31, 2025, ensuring compliance with SEC rules[123]. - Management assessed the effectiveness of internal control over financial reporting as of June 30, 2023, and determined it was effective as of December 31, 2025[126]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[128]. - The audit committee was established in January 2025 to pre-approve all auditing and non-audit services performed by the independent auditor[195]. - The Company is not required to have an audit of its internal control over financial reporting, and no opinion is expressed on its effectiveness[214]. - Audits included procedures to assess risks of material misstatement in financial statements due to error or fraud[215]. - The Company has been audited by Marcum Asia CPAs LLP since 2024[216].
Columbus Acquisition Corp(COLA) - 2025 Q4 - Annual Report