COLA 8-K
Columbus Acquisition Corp/Cayman Islands (COLA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 5, 2026 (
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification Number) |
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(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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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.
The disclosures set forth under Item 2.03 are incorporated by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Pursuant to the amended and restated memorandum and articles of association (the “Charter”) of the Columbus Acquisition Corp, a Cayman Islands exempted company (the “Company”), the Company had until July 22, 2026 to complete its initial business combination, however the Company may extend the period of time to consummate a business combination up to January 22, 2027, each by a one-month extension, subject to the deposit of $50,000 (the “Monthly Extension Fee”) into the trust account of the Company (the “Trust Account”).
On July 21, 2026, an aggregate of $50,000 of the Monthly Extension Fee was deposited into the Trust Account for the public shareholders, which enabled the Company to extend the period of time it has to consummate its initial business combination by one month from July 22, 2026 to August 22, 2026. Among the Monthly Extension Fee, $25,000 was paid by Hercules Capital Management VII Corp, a British Virgin Islands company and the Sponsor of the Company (the “Sponsor”), and the remaining $25,000 was paid by WISeSat.Space Corp., a British Virgin Islands business company (the “Target”) pursuant to that certain business combination agreement dated as of November 9, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) by and among the Company, 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”), the Target, and 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, the “Seller”).
On July 30, 2026, the Company issued an unsecured promissory note in the principal amount of $25,000 to the Target in connection with the Target’s payment of 50% of the Monthly Extension Fee (the “Target Extension Note”). On July 30, 2026, the Company issued an unsecured promissory note in the principal amount of $25,000 to the Sponsor in connection with the Sponsor’s payment of 50% of the Monthly Extension Fee (the “Sponsor Extension Note” and, together with the Target Extension Note, the “Extension Notes”).
The Target Extension Note bears no interest and is payable in full upon the earliest to occur of (i) the termination date of the Business Combination Agreement in accordance with its terms other than by the Company pursuant to Section 10.1(e) thereof, (ii) the date on which the Company consummates its initial business combination, including the proposed business combination with the Target (a “Business Combination”), and (iii) the date that the winding up of the Company is effective. The Sponsor Extension Note bears no interest and is payable in full upon the earlier of (i) the date on which the Company consummates its Business Combination, and (ii) the date that the winding up of the Company is effective.
The payee of each of the Extension Notes, or its registered assigns or successors in interest (the “Payee”), has the right, but not the obligation, to convert the outstanding unpaid obligations payable to the Payee under the Extension Notes, as applicable, in whole or in part, respectively, into private units (the “Conversion Units”) of the Company at a price of $10.00 per unit, each consisting of one ordinary share, par value $0.0001 per share (the “Ordinary Share”) and one right to receive one-seventh (1/7) of one Ordinary Share upon the consummation of a Business Combination, as described in the prospectus of the Company (File No: 333-283278).
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Notwithstanding the foregoing, with respect to the Target Extension Note, in the event of a valid termination of the Business Combination Agreement by the Company pursuant to Section 10.1(e) thereof, upon the completion of a Business Combination of the Company with other targets, other than the Target or its affiliate, the Payee, at its sole election, may choose (i) either repayment of the outstanding amount under the Target Extension Note, or (ii) to convert the outstanding amount into common or ordinary shares of the post-closing public company in such Business Combination (“Conversion Shares”) at a price per share equal to $5.00 (with such price to be equitably adjusted if the Ordinary Shares, par value are subject to any share splits, share dividends, combinations, recapitalizations and the like after the date of such Target Extension Note or are not converted into common or ordinary shares of the post-closing public company in such Business Combination on a one-for-one basis).
The issuance of the Extension Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Target Extension Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Target Extension Note does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Target Extension Note.
A copy of the Sponsor Extension Note is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Sponsor Extension Note does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Sponsor Extension Note.
Item 3.02 Unregistered Sales of Equity Securities
The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Conversion Units (and the underlying securities) issuable upon conversion of the Sponsor Extension Note, as applicable, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until the completion of a Business Combination and (2) are entitled to registration rights. The Conversion Units (and the underlying securities) and/or the Conversion Shares, issuable upon conversion of the Target Extension Note, as applicable, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Target until the expiration of the Lock-up Period (as defined in the Lock-Up Agreement as defined in the Business Combination Agreement) and (2) are entitled to registration rights.
Forward-Looking Statements
This Current Report on Form 8-K contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination, including without limitation statements regarding the anticipated benefits of the proposed Business Combination, the anticipated timing of the proposed Business Combination, the implied enterprise value, future financial condition and performance of the combined company after the Closing and expected financial impacts of the proposed Business Combination, the satisfaction of closing conditions to the proposed Business Combination, the level of redemptions of the Company’s public shareholders and the products and markets and expected future performance and market opportunities of the combined company. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “seeks,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
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These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; (ii) the risk that the proposed Business Combination may not be completed by the Company’s business combination deadline; (iii) the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the approval of the Business Combination Agreement by the shareholders of the Company, the satisfaction of the closing requirements and the receipt of certain governmental, regulatory and third party approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (v) redemptions exceeding anticipated levels; (vi) the failure to meet Nasdaq initial listing standards in connection with the consummation of the proposed Business Combination; (vii) the effect of the announcement or pendency of the proposed Business Combination on the Target’s business relationships, operating results, and business generally; (viii) risks that the proposed Business Combination disrupts current plans and operations of the Target and the Seller; (ix) the outcome of any legal proceedings that may be instituted against the Company, Pubco, the Target or the Seller related to the Business Combination Agreement or the proposed Business Combination; (x) changes in the markets in which the Target competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; (xi) changes in domestic and global general economic conditions; (xii) the risk that Pubco and the Target may not be able to execute its growth strategies; (xiii) risks related to supply chain disruptions; (xiv) the risk that Pubco may not be able to develop and maintain effective internal controls; (xv) costs related to the proposed Business Combination and the failure to realize anticipated benefits of the proposed Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholders redemptions; (xvi) the ability to recognize the anticipated benefits of the proposed Business Combination and to achieve commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of the Target to grow and manage growth economically and hire and retain key employees; (xvii) inability to achieve successful results or to obtain licensing of third-party intellectual property rights for future discovery and development of the Target’s projects; (xviii) failure to commercialize products and achieve market acceptance of such products; (xix) the risk that the Target will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xx) the risk that Pubco, post-combination, experiences difficulties in managing its growth and expanding operations; (xxi) the risk of product liability or regulatory lawsuits or proceedings relating to the Target’s business; (xxii) risks associated with intellectual property protection; (xxiii) the risk that the Target is unable to secure or protect its intellectual property; and (xxiv) those factors discussed in the Company’s and Pubco’s filings with the SEC and that will be contained in the Registration Statement relating to the proposed Business Combination.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the Registration Statement on Form F-4 (the “Registration Statement”) and the amendments thereto, and other documents to be filed by the Company and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while the Pubco and the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. None of Pubco, the Seller, the Target or the Company gives any assurance that Pubco, the Seller, the Target or the Company will achieve expectations. These forward-looking statements should not be relied upon as representing Pubco’s, the Company’s, the Seller’s or the Target’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Additional Information About the Proposed Business Combination and Where to Find It
In connection with the Business Combination Agreement and the Business Combination, Pubco intends to file relevant materials with the SEC, including the Registration Statement, which will include a proxy statement of the Company and a prospectus for the registration of Pubco securities in connection with the Business Combination.
THE PARTIES URGE THEIR INVESTORS, SHAREHOLDERS, AND OTHER INTERESTED PERSONS TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, IN EACH CASE WHEN FILED WITH THE SEC AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PUBCO, THE SELLER AND THE PROPOSED BUSINESS COMBINATION. After the registration statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of the Company as of the record date in the future to be established for voting on the Business Combination and will contain important information about the Business Combination and related matters. Shareholders of the Company and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the Company’s solicitation of proxies for the meeting of shareholders to be held to approve, among other things, the Business Combination, because they will contain important information about the Company, Pubco, the Seller and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Columbus Acquisition Corp, 14 Prudential Tower, Singapore 049712, telephone: +1 949 899 1827. The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K in each case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
Participants in the Solicitation
The Company, Pubco, the Seller, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of the directors and officers of the Company, Pubco and the Seller in the Registration Statement to be filed with the SEC by Pubco, which will include the proxy statement of the Company for the Business Combination. Information about the Company’s directors and executive officers is also available in the Company’s filings with the SEC.
Non-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 Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibits | |
| 10.1 | Target Extension Promissory Note dated July 30, 2026, issued by the Company to WISeSat.Space Corp. | |
| 10.2 | Sponsor Extension Promissory Note dated July 30, 2026, issued by the Company to Hercules Capital Management VII Corp. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 4, 2026 | ||
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Exhibit 10.1
This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.
CONVERTIBLE PROMISSORY NOTE
|
Principal Amount: $25,000 |
Dated as of July 30, 2026 |
Columbus Acquisition Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of WISeSat.Space Corp., a British Virgin Islands business company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Twenty-Five Thousand U.S. Dollars ($25,000) (the “Principal Amount”) in lawful money of the United States of America, on the terms and conditions described below. Except to the extent that the obligations under this Note are converted into Conversion Units (as defined below) in accordance with Section 2(a) below or Conversion Shares (as defined below) in accordance with Section 2(b) below, all payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note. Reference is hereby made to that certain Business Combination Agreement, dated as of November 9, 2025 (as may be amended in accordance with the terms thereof, the “BCA”), by and among Maker, the Payee, WISeKey International Holding Ltd., a Swiss company (together with its successors, the “Seller”), and the other parties named therein. This Note is a “Company Note” under the BCA and reflects the terms of the loan made by the Payee to Maker on or about the date hereof in an amount equal to the Principal Amount pursuant to Section 8.19(a) of the BCA for fifty percent (50%) of an Extension Payment (as defined in the BCA).
1. Repayment of Principal. The principal balance of this Note shall be payable by the Maker on the earliest to occur of (i) the date on which the BCA is terminated in accordance with its terms other than by Maker pursuant to Section 10.1(e) thereof, (ii) the date on which Maker consummates its initial business combination (as described in the IPO Prospectus (as defined below), including pursuant to the BCA (the “Business Combination”), and (iii) the date that the winding up of Maker is effective (such earlier date, the “Maturity Date”). The principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual, including any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. Notwithstanding anything to the contrary contained herein, Maker and Payee agree that in the event that the transactions contemplated by the BCA are consummated, this Note will be deemed to be automatically assigned to by the Payee to the Seller immediately prior to the consummation of the transactions contemplated by the BCA and the Seller will have all rights of the Payee under this Note, including the right to receive payment of Maker’s obligations hereunder (whether in cash or by delivery of Conversion Units).
2. Conversion.
(a) Notwithstanding anything to the contrary contained in this Note, at any time at or prior to the consummation of the Business Combination, Payee shall have the right to convert all or any portion of the outstanding unpaid obligations owed to Payee under this Note into securities of Maker equivalent to the CAC Private Units (as such term is defined in the BCA) that were issued by the Maker in the private placement that was consummated in connection with Maker’s initial public offering (the “IPO”) (together with any replacement securities issued by the successor public company to Maker in the Business Combination, “Conversion Units”) at a price of $10.00 per Conversion Unit.
(b) Notwithstanding anything to the contrary contained herein, Maker and the Payee agree that in the event of a valid termination of the BCA by Maker pursuant to Section 10.1(e) thereof, the obligations under this Note will be satisfied by Maker upon the consummation of a Business Combination with a person or entity other than the Payee or its affiliates by either, at the sole election of Maker, (i) repayment in cash in accordance with the terms of this Note or (ii) conversion into common or ordinary shares of the post-closing public company in such Business Combination (“Conversion Shares”) at a price per share equal to Five U.S. Dollars ($5.00) (with such price to be equitably adjusted if Maker’s ordinary shares, par value $0.0001 per share, are subject to any share splits, share dividends, combinations, recapitalizations and the like after the date of this Note or are not converted into common or ordinary shares of the post-closing public company in such Business Combination on a one-for-one basis).
(c) Upon any complete or partial conversion of the outstanding obligations under this Note in accordance with this Section 2, (i) the amount of such obligations shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units or Conversion shares, as applicable, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion, and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee or its designees the Conversion Units or Conversion Shares, as applicable, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws.
3. Interest. No interest shall accrue on the unpaid principal balance of this Note.
4. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within three (3) business days of the Maturity Date.
(b) Other Maker Breach. The material breach by Maker of any of its covenants or agreements set forth in this Note (other than as described in Section 4(a) above) which is not cured within ten (10) business days after receipt by Maker of written notice of such material breach from the Payee.
(c) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, restructuring officer (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(d) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator, restructuring officer (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
5. Remedies. In each case subject to the provisions of Section 10 of this Note:
(a) Upon the occurrence of an Event of Default specified in Section 4(a) or 4(b) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Section 4(c) or 4(d) hereof, the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
(c) Upon the occurrence of an Event of Default, Maker hereby agrees to pay for all reasonable out-of-pocket costs of collection and any other enforcement of this Note, including reasonable out-of-pocket attorneys’ fees and reasonable expenses and court costs.
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6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment, and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
8. Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, in each case to the applicable party at the address set forth underneath such party’s signature on the signature page hereto (or at such other address for a party as shall be specified by like notice).
9. Governing Law; Jurisdiction; Waiver of Jury Trial. This Note shall be governed by and interpreted and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws rules thereof. Any legal suit, action or proceeding arising out of or relating to this Note shall be instituted exclusively in the state or federal courts sitting in or otherwise serving New York, County, New York (or in any appellate courts thereof) (the “Specified Courts”). The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue of any such suit, action or proceeding, and (ii) irrevocably consent to the jurisdiction of the Specified Courts in any such suit, action or proceeding. The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in any Specified Court and agree that service of process upon a party mailed by certified mail to such party’s address in accordance with Section 8 above shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding. Each party agrees that a final judgement in any legal suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by applicable law. Each party hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this note or any obligations hereunder.
10. Trust Waiver. Payee understands that, as described in the final prospectus of Maker, dated as of January 22, 2025, and filed with the U.S. Securities and Exchange Commission on January 24, 2025 (File Nos. 333- 283278) (the “IPO Prospectus”), Maker has established a trust account (the “Trust Account”) containing the proceeds of the IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Maker’s public shareholders (including overallotment shares acquired by Maker’s underwriters, the “Public Shareholders”), and that Maker may disburse monies from the Trust Account only in the circumstances described in the IPO Prospectus. For and in consideration of Maker entering into this Note, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Payee hereby agrees on behalf of itself and its subsidiaries that, notwithstanding anything to the contrary in this Note, neither Payee nor any of its subsidiaries do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom to Public Shareholders (“Public Distributions”), or make any claim against the Trust Account or Public Distributions, with respect to any claim based upon, arising out of or in connection with this Note or Maker’s obligations hereunder, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Payee on behalf of itself and its subsidiaries hereby irrevocably waives any Released Claims that Payee or any of its subsidiaries may have against the Trust Account or Public Distributions now or in the future and will not seek recourse against the Trust Account or Public Distributions for any Released Claims. Payee agrees and acknowledges that such irrevocable waiver is material to this Note and specifically relied upon by Maker and its affiliates to induce Maker to enter into this Note, and Payee further intends and understands such waiver to be valid, binding and enforceable against Payee and each of its subsidiaries under applicable law. The provisions of this Section 10 shall survive any termination or satisfaction of this Note and be in addition to, and not in limitation of, any releases of any claims provided by Payee pursuant to any other agreement between Payee and the Maker.
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11. Miscellaneous. This Note constitutes the entire agreement between the parties with respect to the subject matter hereof and referenced herein, and supersedes and terminates any prior agreements between the parties or their respective affiliates (written or oral) with respect to the subject matter hereof. This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of a party hereto but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Except as set forth in Section 1, no assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be null and void ab initio. Subject to the foregoing, this Note shall inure to the benefit of and be binding upon the successors and permitted assigns of Maker and Payee. Other than the Seller, who is an express third party beneficiary of this Note and shall be able to enforce the terms hereof against Maker as if it were an original party hereto, nothing contained in this Note shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or a successor or permitted assign of such a party. The headings set forth in this Note are for convenience of reference only and shall not be used in interpreting this Note. In this Note, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein”, “hereto” and “hereby” and other words of similar import shall be deemed in each case to refer to this Note as a whole and not to any particular portion of this Note; and (iv) a ”business day” shall any day other than a Saturday or a Sunday or a day on which commercial banks are authorized or required to close in New York County, New York. This Note was prepared jointly by the parties and no rule that it be construed against the drafter will have any application in its construction or interpretation. This Note may be executed in multiple counterparts, including by facsimile, pdf or other electronic document transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| Columbus Acquisition Corp. | |||
| By: | /s/ Fen Zhang | ||
| Name: | Fen Zhang | ||
| Title: | Chief Executive Officer | ||
|
Address for Notice:
Columbus Acquisition Corp 14 Prudential Tower Singapore 049712 Attn: Fen “Eric” Zhang, CEO Telephone No.: (949) 899-1827 Email: [email protected] |
with a copy (which will not constitute notice) to:
Loeb and Loeb LLP 345 Park Ave New York, NY 10154 Attn: Ted Paraskevas Telephone No: (212) 407-4971 Email: [email protected] |
Acknowledged and agreed as of the date first set forth above:
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 | ||
Address for Notice:
WISeSat.Space Corp. General-Guisan-Strasse 6 CH-6300 Zug Switzerland Attn: David Briffod Telephone No.: +41 78 323 9913 Email: [email protected] |
with a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP |
{Signature Page to Company Note}
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Exhibit 10.2
This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.
CONVERTIBLE PROMISSORY NOTE
|
Principal Amount: $25,000 |
Dated as of July 30, 2026 |
Columbus Acquisition Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Hercules Capital Management VII Corp, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Twenty-Five Thousand Dollars ($25,000) (the “Principal Amount”) in lawful money of the United States of America, on the terms and conditions described below. Except to the extent that the obligations under this Note are converted into Conversion Units (as defined below) in accordance with Section 2(a) below, all payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note. Reference is hereby made to that certain Business Combination Agreement, dated as of November 9, 2025 (as may be amended in accordance with the terms thereof, the “BCA”), by and among Maker, WISeSat.Space Corp., a British Virgin Islands business company, WISeKey International Holding Ltd., a Swiss company, and the other parties named therein. This Note reflects the terms of the loan made by the Payee to Maker on or about the date hereof in an amount equal to the Principal Amount pursuant to Section 8.19(a) of the BCA for fifty percent (50%) of an Extension Payment (as defined in the BCA).
1. Repayment of Principal. The principal balance of this Note shall be payable by the Maker on the earlier of (i) the date on which the Maker consummates its initial business combination (as described in the IPO Prospectus (as defined below) (a “Business Combination”), and (ii) the date that the winding up of Maker is effective (such earlier date, the “Maturity Date”). The principal balance may be prepaid at any time prior to the Maturity Date, at the election of Maker. Under no circumstances shall any individual, including any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Conversion.
(a) Notwithstanding anything to the contrary contained in this Note, at any time at or prior to the consummation of a Business Combination, Payee shall have the right, but not the obligation, to convert all or any portion of the outstanding unpaid obligations owed to Payee under this Note into private units of Maker, each consisting of one ordinary share and one right to receive one-seventh (1/7) of one ordinary share upon the consummation of a Business Combination, as described in the IPO Prospectus ( “Conversion Units”) at a price of $10.00 per Conversion Unit, by providing the Maker with written notice of its intention to convert this Note at least two business days prior to the closing of a Business Combination..
(b) Upon any complete or partial conversion of the outstanding obligations under this Note in accordance with this Section 2, (i) the amount of such obligations shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion, and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee or its designees the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws.
3. Interest. No interest shall accrue on the unpaid principal balance of this Note.
4. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within three (3) business days of the Maturity Date.
(b) Other Maker Breach. The material breach by Maker of any of its covenants or agreements set forth in this Note (other than as described in Section 4(a) above) which is not cured within ten (10) business days after receipt by Maker of written notice of such material breach from the Payee.
(c) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, restructuring officer (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(d) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator, restructuring officer (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
5. Remedies. In each case subject to the provisions of Section 10 of this Note:
(a) Upon the occurrence of an Event of Default specified in Section 4(a) or 4(b) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Section 4(c) or 4(d) hereof, the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
(c) Upon the occurrence of an Event of Default, Maker hereby agrees to pay for all reasonable out-of-pocket costs of collection and any other enforcement of this Note, including reasonable out-of-pocket attorneys’ fees and reasonable expenses and court costs.
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6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment, and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
8. Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, in each case to the applicable party at the address set forth underneath such party’s signature on the signature page hereto (or at such other address for a party as shall be specified by like notice).
9. Governing Law; Jurisdiction; Waiver of Jury Trial. This Note shall be governed by and interpreted and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws rules thereof. Any legal suit, action or proceeding arising out of or relating to this Note shall be instituted exclusively in the state or federal courts sitting in or otherwise serving New York, County, New York (or in any appellate courts thereof) (the “Specified Courts”). The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue of any such suit, action or proceeding, and (ii) irrevocably consent to the jurisdiction of the Specified Courts in any such suit, action or proceeding. The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in any Specified Court and agree that service of process upon a party mailed by certified mail to such party’s address in accordance with Section 8 above shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding. Each party agrees that a final judgement in any legal suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by applicable law. Each party hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this note or any obligations hereunder.
10. Trust Waiver. Payee understands that, as described in the final prospectus of Maker in connection with the initial public offering of the Maker (the “IPO”), dated as of January 22, 2025, and filed with the U.S. Securities and Exchange Commission on January 24, 2025 (File Nos. 333- 283278) (the “IPO Prospectus”), Maker has established a trust account (the “Trust Account”) containing the proceeds of the IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Maker’s public shareholders (including overallotment shares acquired by Maker’s underwriters, the “Public Shareholders”), and that Maker may disburse monies from the Trust Account only in the circumstances described in the IPO Prospectus. For and in consideration of Maker entering into this Note, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Payee hereby agrees on behalf of itself and its subsidiaries that, notwithstanding anything to the contrary in this Note, neither Payee nor any of its subsidiaries do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom to Public Shareholders (“Public Distributions”), or make any claim against the Trust Account or Public Distributions, with respect to any claim based upon, arising out of or in connection with this Note or Maker’s obligations hereunder, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Payee on behalf of itself and its subsidiaries hereby irrevocably waives any Released Claims that Payee or any of its subsidiaries may have against the Trust Account or Public Distributions now or in the future and will not seek recourse against the Trust Account or Public Distributions for any Released Claims. Payee agrees and acknowledges that such irrevocable waiver is material to this Note and specifically relied upon by Maker and its affiliates to induce Maker to enter into this Note, and Payee further intends and understands such waiver to be valid, binding and enforceable against Payee and each of its subsidiaries under applicable law. The provisions of this Section 10 shall survive any termination or satisfaction of this Note and be in addition to, and not in limitation of, any releases of any claims provided by Payee pursuant to any other agreement between Payee and the Maker.
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11. Miscellaneous. This Note constitutes the entire agreement between the parties with respect to the subject matter hereof and referenced herein, and supersedes and terminates any prior agreements between the parties or their respective affiliates (written or oral) with respect to the subject matter hereof. This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of a party hereto but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Except as set forth in Section 1, no assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be null and void ab initio. Subject to the foregoing, this Note shall inure to the benefit of and be binding upon the successors and permitted assigns of Maker and Payee. Nothing contained in this Note shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or a successor or permitted assign of such a party. The headings set forth in this Note are for convenience of reference only and shall not be used in interpreting this Note. In this Note, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein”, “hereto” and “hereby” and other words of similar import shall be deemed in each case to refer to this Note as a whole and not to any particular portion of this Note; and (iv) a ”business day” shall any day other than a Saturday or a Sunday or a day on which commercial banks are authorized or required to close in New York County, New York. This Note was prepared jointly by the parties and no rule that it be construed against the drafter will have any application in its construction or interpretation. This Note may be executed in multiple counterparts, including by facsimile, pdf or other electronic document transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| Columbus Acquisition Corp. | |||
| By: | /s/ Fen Zhang | ||
| Name: | Fen Zhang | ||
| Title: | Chief Executive Officer | ||
|
Address for Notice:
Columbus Acquisition Corp 14 Prudential Tower Singapore 049712 Attn: Fen “Eric” Zhang, CEO Telephone No.: (949) 899-1827 Email: [email protected] |
with a copy (which will not constitute notice) to:
Robinson & Cole LLP Chrysler East Building 666 Third Avenue, 20th Floor New York, NY 10017 Attn: Arila Zhou Telephone No: (212) 451-2908 Email: [email protected] |
Acknowledged and agreed as of the date first set forth above:
Hercules Capital Management VII Corp
| By: | /s/ Fen Zhang | ||
| Name: | Fen Zhang |
||
| Title: | Director | ||
Address for Notice: Hercules Capital Management VII Corp 14 Prudential Tower Singapore, 049712 Attn: Fen “Eric” Zhang, Director Telephone No.: (949) 899-1827 Email: [email protected] |
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