WISeSat.Space Holdings Corp.
For the period ended Oct 1, 2026. Filed Oct 7, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2026 · Filed Oct 7, 2026
Contents
EXPLANATORY NOTE
On October 1, 2026, WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”) consummated the previously announced business combination with Columbus Acquisition Corp, a Cayman Islands exempted company (“CAC”), pursuant to the business combination agreement, dated as of November 9, 2025, as amended on August 6, 2026 (the “Business Combination Agreement”), by and among CAC, 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 “Company”), WISeKey International Holding Ltd., a Swiss company (“WISeKey” and together with its successors and permitted assigns, and any holders of Company Ordinary Shares or Company Class F Shares immediately prior to the closing, collectively, the “Seller”). The Company also does business, under British Virgin Islands law, under the name SpaceAIQ Corp.
On October 1, 2026, (a) Pubco acquired all of the issued and outstanding ordinary shares, no par value of the Company (“Company Ordinary Shares”) and Class F ordinary shares of the Company (“Company Class F Shares”) from each Seller in exchange for ordinary shares, no par value, of Pubco (“Pubco Ordinary Share”) and Class F ordinary shares, no par value, of Pubco (“Pubco Class F Shares” collectively, with the Pubco Ordinary Shares, the “Exchange Shares”), with the Company becoming a wholly owned subsidiary of Pubco and each Seller becoming a shareholder of Pubco (the “Share Exchange”); and (b) Merger Sub merged with and into CAC, with CAC continuing as the surviving company, as a result of which, CAC became a wholly owned subsidiary of Pubco (and together with the Share Exchange, the “Business Combination”). Following the closing of Business Combination (the “Closing”), CAC and the Company became wholly owned subsidiaries of Pubco.
As a result of the Business Combination, (1) each of CAC’s issued and outstanding ordinary shares, par value $0.0001 per share (a “CAC Ordinary Share”) immediately prior to the Closing was cancelled in exchange for the right of the holder thereof to receive one Pubco Ordinary Share; and (2) each Seller received the number of Pubco Ordinary Shares and Pubco Class F Shares in the Share Exchange, in the same proportion of such shares as held immediately prior to the Share Exchange, having an aggregate value equal to the sum of (i) Two Hundred Fifty Million U.S. Dollars ($250,000,000), plus (ii) the amount of any transaction financing that was made into the Company or its subsidiaries prior to the Closing, divided by $10.00, all upon the terms and subject to the conditions set forth in the Business Combination Agreement, attached hereto as Exhibit 4.1. At the Closing, an aggregate of 13,002,600 Pubco Ordinary Shares and an aggregate of 12,997,400 Pubco Class F Shares were issued as Exchange Shares.
Pursuant to the Business Combination Agreement, the Company Notes are payable at the Closing to the Sellers which were makers of such notes, who may elect to receive either cash or additional Pubco Ordinary Shares in satisfaction of the Company Notes. These Sellers elected to receive an aggregate of 128,571 Pubco Ordinary Shares in full satisfaction of the Company Notes. Of such Pubco Ordinary Shares, 118,017 were allocated to WISeKey and 10,554 were allocated to SEALSQ Corp.
Immediately prior to the Closing, each outstanding unit issued by CAC separated into its component securities, consisting of one CAC Ordinary Share and one right of CAC (a “CAC Right”), and each CAC Right were automatically converted into the right to receive one-seventh of one CAC Ordinary Share, aggregated by each holder of CAC Ordinary Shares, with any fractional shares following such aggregation of shares held by such holder, rounded up to the nearest whole CAC Ordinary Share. Further, pursuant to the Business Combination Agreement and certain Sponsor Support Agreement, dated as of November 9, 2025 (the “Sponsor Support Agreement”), by and among CAC, the Company, Pubco, Hercules Capital Management VII Corp (the “Sponsor”), and the other holders thereto, an aggregate of 109,028 CAC Ordinary Shares were forfeited at the Closing, in satisfaction of the Excess Amount as defined in the Business Combination Agreement, which resulted from the CAC Expenses set forth in the final closing statement exceeding the CAC Expense Cap by a total of $609,424 (as such terms are defined in the Business Combination Agreement). At the Closing, an aggregate of 2,760,817 CAC Ordinary Shares (including those converted from CAC Rights) were exchanged for 2,760,817 Pubco Ordinary Shares as described above.
On August 6, 2026, Pubco, the Company, and CAC entered into a subscription agreement (the “Subscription Agreement”) with SEALSQ, an affiliate and shareholder of the Company (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, $10,000,000 in Pubco Ordinary Shares (such shares, the “Subscription Shares”), at a price per share equal to the redemption price, on the terms and subject to the conditions set forth in the Subscription Agreement. 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. See “Item 10C. —Material Contracts Relating to the Business Combination—PIPE Investment” for more information about the PIPE Investment.
As a result of the foregoing transactions, there were 16,818,772 Pubco Ordinary Shares and 12,997,400 Pubco Class F Shares outstanding as of October 1, 2026. On October 2, 2026, Pubco Ordinary Shares commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SAIQ”.
Except as otherwise indicated or required by context, references in this Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) to “we”, “us”, “our”, or “Pubco” refer to WISeSat.Space Holdings Corp., a British Virgin Islands business company.
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