Columbus Acquisition Corp Extends SPAC Merger Deadline; $10M PIPE Agreed

What Happened
Columbus Acquisition Corp (COLA) filed an 8-K on August 6, 2026 reporting a First Amendment to its Business Combination Agreement (originally dated November 9, 2025) with WISeSat.Space Holdings Corp. (Pubco), WISeSat.Space Corp. (Target), WISeKey and SEALSQ. The amendment extends the agreement’s Outside Date to October 31, 2026. The company also disclosed a concurrent PIPE (private investment in public equity) subscription: SEALSQ agreed to invest $10,000,000 in Pubco ordinary shares at a price equal to the Redemption Price (approximately $10.66/share as of June 30, 2026).

Key Details

• First Amendment to the Business Combination Agreement executed August 6, 2026; Outside Date extended to October 31, 2026.
• PIPE Subscription Agreement (Aug 6, 2026): SEALSQ to purchase $10,000,000 of Pubco Ordinary Shares at the Redemption Price; at ~$10.66/share this equals ~938,086 shares.
• Adjustment feature: if the 10-day VWAP ending 60 calendar days after closing is below the PIPE purchase price, Pubco must issue Additional Subscription Shares so that the PIPE investor’s effective price adjusts (VWAP floor not less than $5.00/share).
• Pubco filed a Form F-4 registration statement (No. 333-296969) that includes the proxy statement/prospectus; definitive materials will be mailed to Company shareholders when effective.

Why It Matters
This filing affects investors because it (1) pushes the deadline for completing the proposed merger into late October 2026, giving the parties additional time to satisfy closing conditions, and (2) signals committed insider/affiliate financing of $10M that supports the deal financing. The PIPE includes a price-adjustment mechanism that could dilute post-close equity if Pubco’s share price falls after the merger. Shareholders should review the forthcoming Form F-4 proxy/prospectus and consider redemption rights and the terms of the PIPE before voting on the transaction. Copies of the proxy/prospectus will be available free at the SEC’s website or by request (eric.zhang@herculescapital.group).