Form 8-K

8-K — Columbus Acquisition Corp/Cayman Islands

Accession: 0001213900-26-086245

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0002028201

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0301005-8k425_columbus.htm (Primary)

EX-10.1 — FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT, DATED AS OF AUGUST 6, 2026, BY AND AMONG COLUMBUS ACQUISITION CORP, WISESAT.SPACE HOLDINGS CORP., WISESAT MERGER SUB CORP., WISESAT.SPACE CORP., WISEKEY INTERNATIONAL HOLDING LTD, AND SEALSQ CORP (ea030100501ex10-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 6, 2026

COLUMBUS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42485

N/A

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification Number)

14 Prudential Tower

Singapore 049712

(Address of principal executive offices)

(+1) 949 899 1827

(Registrant’s telephone number, including

area code)

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class

Trading Symbol

Name of each exchange on which registered

Units, consisting of one ordinary share, $0.0001 par value, and one Right to acquire one-seventh of one ordinary share

COLAU

The Nasdaq Stock Market LLC

Ordinary shares, par value $0.0001 per share

COLA

The Nasdaq Stock Market LLC

Rights, each whole right to acquire one-seventh of one ordinary share

COLAR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive

Agreement.

As previously disclosed,

on November 9, 2025, Columbus Acquisition Corp, an Cayman Islands exempted company (the “Company”), entered into a business

combination agreement (as it may be amended, supplemented, or otherwise modified from time to time, including by the First Amendment (as

described below), the “BCA”) with WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”),

WISeSat Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), WISeSat.Space

Corp., a British Virgin Islands business company (the “Target”), WISeKey International Holding Ltd., a Swiss company (together

with its successors, “WISeKey”), and pursuant to a Joinder Agreement, dated as of December 12, 2025, SEALSQ Corp, a British

Virgin Islands business company and an affiliate of WISeKey (“SEALSQ”, and together with WISeKey, the “Sellers”).

On August 6, 2026, the Company

entered into the First Amendment (this “First Amendment”) to the BCA with Pubco, Merger Sub, the Target, and Sellers. Capitalized

terms used herein but not defined herein have the meanings ascribed thereto in the BCA. Pursuant to the First Amendment, the parties agreed

to extend the Outside Date to October 31, 2026.

The foregoing summary of

the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which

is filed as Exhibit 2.1 and is incorporated by reference herein.

Additional Information and Where to Find It

In connection with the proposed

transaction, Pubco has filed with the SEC a registration statement on Form F-4 (Registration No. 333-296969) that includes a proxy statement

for the shareholders of the Company that also constitutes a prospectus of the Company. The Company urges investors, shareholders and other

interested persons to read the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents

will contain important information about the Company, Pubco, Target, Seller, Merger Sub and the proposed transactions. After the registration

statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed

to shareholders of the Company as of a record date to be established for voting on the proposed transactions. Shareholders will also be

able to obtain a copy of the proxy statement/prospectus, without charge by directing a request to eric.zhang@herculescapital.group. The

preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained,

without charge, at the SEC’s website (www.sec.gov).

No Offer or Solicitation

This Current Report on Form

8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the

proposed transactions described herein, and does not constitute an offer to sell or a solicitation of an offer to buy any securities of

the Company or the Target, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in

which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933,

as amended.

Participants in the Solicitation

The Company, the Target and

their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed

transactions under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Company’s

most recent Annual Report on Form 10-K, which was filed with the SEC on March 19, 2026. Information regarding the persons who may, under

the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the proposed transactions will

be set forth in the proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of charge from the

sources indicated above.

Forward-Looking Statements

Certain statements contained

in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation

Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the proposed

transaction involving the Company and the Target, and the ability to consummate the proposed transaction. Forward-looking statements generally

include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,”

“will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely”,

“believe,” “estimate,” “project,” “intend,” and other similar expressions among others.

Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions

that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from

those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the

conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain shareholder

approval for the proposed transaction or the failure to timely or at all obtain any required regulatory approval; (ii) uncertainties as

to the timing of the consummation of the proposed transaction and the ability of each of involving the Company and the Target to consummate

the proposed transaction; (iii) the possibility that other anticipated benefits of the proposed transaction will not be realized, and

the anticipated tax treatment of the proposed transaction; (iv) the occurrence of any event that could give rise to termination of the

proposed transaction; (v) the risk that shareholder litigation in connection with the proposed transaction or other settlements or investigations

may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability;

(vi) changes in general economic and/or industry specific conditions; (vii) possible disruptions from the proposed transaction that could

harm the Company business; (viii) the ability of the Company to retain, attract and hire key personnel; (ix) potential adverse reactions

or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the

proposed transaction; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of

the proposed transaction that could affect the Company’s financial performance; (xi) legislative, regulatory and economic developments;

(xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities

and any epidemic, pandemic or disease outbreak, as well as management’s response to any of the aforementioned factors; and (xiii)

other risk factors as detailed from time to time in the Company’s reports filed with the SEC, including the Company’s annual

report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the

SEC. The foregoing list of important factors is not exclusive. Neither the Company nor the Target can give any assurance that the conditions

to the proposed transaction will be satisfied. Except as required by applicable law, neither the Company nor the Target undertakes any

obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of

new information, future events or otherwise.

Item 7.01 Regulation FD Disclosure

On August 6, 2026, the Company,

Pubco and Target entered into a subscription agreement (the “Subscription Agreement”) with SEALSQ, an affiliate and shareholder

of Target (the “PIPE Investor” and such investment, the “PIPE Investment”). Pursuant to the Subscription Agreement,

the PIPE Investor agreed to subscribe for and purchase, and Pubco agreed to issue and sell to the PIPE Investor, contemporaneously with

the closing of the business combination contemplated in the BCA, $10,000,000 (the “PIPE Investment Amount”) in Pubco Ordinary

Shares (as defined in the BCA) (such shares, the “Subscription Shares”), at a price per share equal to the Redemption Price,

as defined below (the “PIPE Purchase Price”), on the terms and subject to the conditions set forth in the Subscription Agreement.

Assuming a Redemption Price of approximately $10.66 per share as of June 30, 2026, the number of Subscription Shares would be 938,086

Pubco Ordinary Shares. The form of the Subscription Agreement will be filed as an exhibit to Target’s Amendment No. 2 to Form F-4

(filed with the Securities Exchange Commission on August 6, 2026). The “Redemption Price” is the price per share paid to holders

of publicly traded Company ordinary shares which have elected to redeem at the Company’s extraordinary meeting of shareholders for

approval of the BCA and related matters, in each case in accordance with the Company’s CAC’s amended and restated memorandum

and articles of association.

Under the Subscription Agreement, Pubco is required to issue additional

Subscription Shares to the PIPE Investor (“Additional Subscription Shares”) in the event that the volume weighted average

price (the “VWAP”) of the Pubco Ordinary Shares for the 10 consecutive trading days ending on the 60th calendar date (or if

such date is not a trading date, on the next subsequent trading day) after the closing of the business combination (the “VWAP Price”)

is less than the PIPE Purchase Price, with the number of Additional Subscription Shares equal to the PIPE Investment Amount, divided by

VWAP Price (which may not be less than $5.00 per share), less the number of Subscription Shares.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description of Exhibits

10.1

First Amendment to the Business Combination Agreement, dated as of August 6, 2026, by and among Columbus Acquisition Corp, WISeSat.Space Holdings Corp., WISeSat Merger Sub Corp., WISeSat.Space Corp., WISeKey International Holding Ltd, and SEALSQ Corp.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Columbus Acquisition Corp

By:

/s/ Fen Zhang

Name:

Fen Zhang

Title:

Chief Executive Officer

Date: August 6, 2026

EX-10.1

Filename: ea030100501ex10-1.htm · Sequence: 2

Exhibit 10.1

FIRST AMENDMENT

TO THE

BUSINESS COMBINATION AGREEMENT

This First Amendment (this “First Amendment”)

to the Business Combination Agreement, dated as of August 6, 2026, amends the Business Combination Agreement, dated as of November 9,

2025 (the “Original Agreement”, as amended pursuant to this First Amendment and as may be further amended, supplemented,

modified and/or restated from time to time, the “Business Combination Agreement”), by and among (i) Columbus Acquisition

Corp., a Cayman Islands exempted company (together with its successors, “CAC”), (ii) WISeSat.Space Holdings Corp.,

a British Virgin Islands business company (“Pubco”), (iii) WISeSat Merger Sub Corp., a Cayman Islands exempted

company and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) WISeSat.Space Corp., a British Virgin Islands

business company (the “Company”), (v) WISeKey International Holding Ltd., a Swiss company (together with its successors,

including after its anticipated domestication to the British Virgin Islands prior to the Closing, “WISeKey”) and (vi) SEALSQ

Corp, a British Virgin Islands business company and an affiliate of WISeKey, which became a party to the Original Agreement as a “Seller”

thereunder pursuant to a Joinder Agreement, dated as of December 12, 2025 (“SEALSQ”, and together with WISeKey,

the “Sellers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business

Combination Agreement.

RECITALS:

WHEREAS, Section 12.9 of the Business

Combination Agreement sets forth that the Business Combination Agreement may be amended, supplemented or modified only by execution of

a written instrument signed by CAC, Pubco, the Company and the Sellers; and

WHEREAS, the parties desire to amend the

Original Agreement to extend the Outside Date.

NOW, THEREFORE, in consideration of the

foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance

with the terms of the Business Combination Agreement, the parties, intending to be legally bound, do hereby acknowledge and agree as follows:

1. Amendment

to the Original Agreement.

(a) Section 10.1(b) of the

Original Agreement is hereby deleted in its entirety and replaced by the following:

“(b) by written notice by CAC to the Company,

or by the Company to CAC, if any of the conditions to the Closing set forth in Article IX have not been satisfied or waived

on or prior to October 31, 2026 (the “Outside Date”); provided, however, that the right to terminate

this Agreement under this Section 10.1(b) shall not be available to a Party if the breach or violation by such Party or its

Affiliates of any representation, warranty, covenant or obligation under this Agreement was the proximate cause of, or proximately resulted

in, the failure of the Closing to occur on or before the Outside Date;”.

2. Miscellaneous.

Except as expressly provided in this First Amendment, all of the terms and provisions in the Original Agreement shall remain unchanged

and in full force and effect, on the terms and subject to the conditions set forth therein. This First Amendment does not constitute,

directly or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege

of any Party, except as expressly set forth herein. Any reference to the Business Combination Agreement in the Business Combination Agreement

or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the

Original Agreement, as amended by this First Amendment (or as the Business Combination Agreement may be further amended or modified after

the date hereof in accordance with the terms thereof). The Original Agreement, as amended by this First Amendment, and the documents or

instruments attached hereto or thereto or referenced herein or therein, constitute the entire agreement between the parties with respect

to the subject matter of the Business Combination Agreement, and supersede all prior agreements and understandings, both oral and written,

between the parties with respect to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent

with any provision of this First Amendment, the provision of this First Amendment shall control, and the provision of the Original Agreement

shall, to the extent of such difference or inconsistency, be disregarded. Sections 12.1 through 12.10 and Sections 12.12 through

12.14 of the Original Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to

this First Amendment as if all references to the “Agreement” contained therein were instead references to this First Amendment.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow]

IN WITNESS WHEREOF, each Party hereto has

caused this First Amendment to be signed and delivered by its respective duly authorized officer as of the date first written above.

CAC:

COLUMBUS ACQUISITION CORP.

By:

/s/ Fen Zhang

Name:

Fen Zhang

Title:

Chief Executive Officer

{Signature Page to First Amendment to Business

Combination Agreement}

IN WITNESS WHEREOF, each Party hereto has

caused this First Amendment to be signed and delivered by its respective duly authorized officer as of the date first written above.

Pubco:

WISESAT.SPACE HOLDINGS CORP.

By:

/s/ Carlos Moreira

Name:

Carlos Moreira

Title:

Director

The Company:

WISESAT.SPACE CORP.

By:

/s/ Carlos Moreira

Name:

Carlos Moreira

Title:

Chief Executive Officer

By:

/s/ Gwenael Rouy-Poirier

Name:

Gwenael Rouy-Poirier

Title:

Chief Financial Officer

The Sellers:

WISEKEY INTERNATIONAL HOLDING LTD.

By:

/s/ Carlos Moreira

Name:

Carlos Moreira

Title:

Chief Executive Officer

By:

/s/ John O’Hara

Name:

John O’Hara

Title:

Chief Financial Officer

SEALSQ CORP

By:

/s/ Carlos Moreira

Name:

Carlos Moreira

Title:

Chief Executive Officer

By:

/s/ John O’Hara

Name:

John O’Hara

Title:

Chief Financial Officer

{Signature Page to First Amendment to Business

Combination Agreement}

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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