WISeSat.Space Holdings Corp.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

According to the Pubco Charter, the number of Pubco Ordinary Shares and Pubco Class F Shares authorized to be issued are 512,500,000, consisting of: 499,500,000 and 13,000,000 Pubco Class F Shares. As of the date of this Report, there were 16,818,772 Pubco Ordinary Shares and 12,997,400 Pubco Class F Shares outstanding. All shares presently issued are fully paid.

Except as set forth above, further information regarding our share capital is included in the Proxy Statement/Prospectus under the section titled “Description of Pubco Securities” and is incorporated herein by reference.

B. Memorandum and Articles of Association

Information regarding certain material provisions of the Pubco Charter is included in the Proxy Statement/Prospectus under the section titled “Comparison of Shareholder Rights” and is incorporated herein by reference.

C. Material Contracts

Information regarding certain material contracts we entered in connection with the Business Combination is set forth in “Item 4. Information on Pubco—A.History and Development of Pubco.”

Material Contracts Relating to the Business Combination

Business Combination Agreement

The description of the Business Combination Agreement in the Proxy Statement/Prospectus in the section titled “The Business Combination Agreement and Ancillary Documents-Business Combination Agreement” is incorporated herein by reference.

Related Agreements

The description of the material provisions of certain additional agreements entered into pursuant to the Business Combination Agreement in the Proxy Statement/Prospectus in the section titled “The Business Combination Agreement and Ancillary Documents-Ancillary Documents” is incorporated herein by reference.

Amended and Restated Registration Rights Agreement

In connection with the Closing, CAC, Pubco, the Sponsor, and certain other members of CAC’s board of directors and/or management team entered into an amendment and restatement of CAC’s existing Registration Rights Agreement, pursuant to which, among other matters, Pubco assumed the registration obligations of CAC under CAC’s existing Registration Rights Agreement, such rights will apply to Pubco Ordinary Shares, and Pubco insiders, including the Sellers, will be provided with registration rights thereunder. Amended and Restated Registration Rights Agreement is attached to this Report as Exhibit 4.5.

PIPE Investment

On October 1, 2026, Pubco consummated the PIPE Investment simultaneously with the Closing, issuing an aggregate of 926,784 Pubco Ordinary Shares to SEALSQ, at a purchase price per share of $10.79, for aggregate gross proceeds of $10 million. The PIPE Subscription Agreement includes a price-protection mechanism that may result in the issuance of additional WISeSat Ordinary Shares to SEALSQ under certain conditions if the volume-weighted average price of WISeSat Ordinary Shares for the 10 consecutive trading days ending on the 60th calendar day after Closing is below the purchase price, subject to a maximum issuance of an additional 1,073,216 shares. SEALSQ is also subject to customary lock-up restrictions under the Subscription Agreement.

D. Exchange Controls

There are no governmental laws, decrees, regulations or other legislation in the British Virgin Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by Pubco, or that may affect the remittance of dividends, interest, or other payments by Pubco to non-resident holders of Pubco Ordinary Shares.

E. Taxation

Information pertaining to tax considerations is set forth in the Proxy Statement/Prospectus under the headings “Certain Material U.S. Federal Income Tax Considerations,” which is incorporated herein by reference.

F. Dividends and Paying Agents

Pubco has not paid any cash dividends on its equity securities to date. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of Pubco. The payment of any cash dividends will be within the discretion of the Board. It is currently not expected that the Board will declare any dividends in the foreseeable future. Further, the ability of Pubco to declare dividends may be limited by the terms of financing or other agreements entered into by Pubco or its subsidiaries from time to time.

G. Statement by Experts

The financial statements of CAC as of December 31, 2024 and 2025, and for the period from January 18, 2024 (inception) through December 31, 2024 and for the year ended December 31, 2025, incorporated herein by reference have been audited by Marcum Asia CPAs LLP, independent registered public accounting firm, as set forth in their report thereon, are incorporated by reference and are included in reliance on said report given upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements and schedules of WISeSat.Space Corp. (the Company) as of December 31, 2025 and 2024 incorporated by reference herein have been so incorporated in reliance on the reports of BDO AG, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements and schedules of WISeSat.Space Holdings Corp. (Pubco) as of December 31, 2025 and 2024 incorporated by reference herein have been so incorporated in reliance on the reports of BDO AG, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

H. Documents on Display

Documents concerning Pubco referred to in this Report may be inspected at the principal executive offices of PubCo at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands VG1110.

Pubco is subject to certain of the informational filing requirements of the Exchange Act. Pubco is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, Pubco is exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic public companies. Since Pubco is a “foreign private issuer,” Pubco is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements. Also, Pubco will not be required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Pubco’s officers and directors will be exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act and the short sale prohibition under Section 16(c) of the Exchange Act. Additionally, Pubco’s beneficial owners of 10% or more of a class of Pubco’s equity securities registered under Section 12 of the Exchange Act will be exempt from Section 16 of the Exchange Act. However, Pubco is required to file with the SEC an annual report on Form 20-F containing or incorporating by reference financial statements audited by an independent accounting firm.

I. Subsidiary Information

Not Applicable.

J. Annual Report to Security Holders