Columbus Acquisition Corp/Cayman Islands 8-K

What Happened

• On May 5, 2026, Columbus Acquisition Corp (the Company) issued an unsecured promissory note for $100,000 to WISeSat.Space Corp (the Target). The Target had deposited an aggregate $100,000 into the Company’s trust account through four $25,000 deposits (each representing 50% of the $50,000 monthly extension fee) in connection with their November 9, 2025 Business Combination Agreement.
• The note (the “Target Extension Note”) bears no interest and is payable on the earliest of: (i) the Business Combination Agreement’s termination date (other than a Company termination under Section 10.1(e)), (ii) the closing of the Company’s initial business combination, or (iii) the effective winding up of the Company.

Key Details

• Issued: May 5, 2026; Principal: $100,000; unsecured; no interest.
• Charter timing: Company originally had until Jan 22, 2026 to complete a business combination and may extend the deadline month‑to‑month up to Jan 22, 2027 by depositing $50,000 per month into the trust account.
• Conversion rights: Payee may convert unpaid obligations into private units at $10.00 per unit (one ordinary share + a right to 1/7 of an ordinary share upon closing). If the Company validly terminates the target deal and later completes a different business combination, the payee may elect repayment or conversion into post‑closing shares at $5.00 per share (subject to equitable adjustments).
• Securities treatment: Any conversion units/shares would be issued in an unregistered transaction (Section 4(a)(2) exemption), are generally not transferable until a business combination is completed, and are entitled to registration rights.

Why It Matters

• This 8‑K shows the Target is funding short‑term extension costs to keep the proposed merger on track; the Company took on an unsecured $100k obligation to reflect those payments. For investors, the note is non‑interest bearing and convertible, which could lead to issuance of equity (dilution) if converted. The conversion terms include a higher $10/unit option tied to the current Company structure and a $5/share option if the Company terminates the Target deal and completes a different business combination, which could materially affect post‑transaction ownership depending on outcomes.