WISeSat.Space Holdings Corp 20-F, filed Oct 7, 2026
WISeSat.Space Holdings Corp. (SAIQ)
About this 20-F
WISeSat.Space Holdings Corp filed this 20-F on October 7, 2026, covering the fiscal year ended October 1, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended __________________
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: October 1, 2026
Commission File Number: 001-43495
WISeSat.Space Holdings Corp.
(Exact name of Registrant as specified in its charter)
| Not applicable | British Virgin Islands | |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
Craigmuir Chambers, Road Town
Tortola, British Virgin Islands VG1110
Tel: +41-22-594-3000
(Address of principal executive offices)
Carlos Moreira
Chief Executive Officer
Craigmuir
Chambers, Road Town
Tortola, British Virgin Islands VG1110
Telephone: +41-22-594-3000
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Ordinary shares, no par value | SAIQ | The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 16,818,772 Pubco ordinary shares, no par value, and 12,997,400 Pubco Class F ordinary shares, no par value, outstanding as of October 1, 2026.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ |
| Emerging growth company ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
Table of Contents
| Page | ||
| EXPLANATORY NOTE | ii | |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | iii | |
| PART I | 1 | |
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 |
| ITEM 3. | KEY INFORMATION | 1 |
| ITEM 4. | INFORMATION ON PUBCO | 2 |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 3 |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 4 |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 13 |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 18 |
| ITEM 8. | FINANCIAL INFORMATION | 20 |
| ITEM 9. | THE OFFER AND LISTING | 20 |
| ITEM 10. | ADDITIONAL INFORMATION | 21 |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS | 23 |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 23 |
| PART II | 24 | |
| PART III | 24 | |
| ITEM 17. | FINANCIAL STATEMENTS | 24 |
| ITEM 18. | FINANCIAL STATEMENTS | 24 |
| ITEM 19. | EXHIBITS | 25 |
i
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.
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements, which statements involve substantial risks and uncertainties. These forward-looking statements include, among other things, the financial conditions, results of operations, earnings outlook and prospects of the Company for the period following the consummation of the Business Combination, statements regarding estimates and forecasts of performance and projections of market opportunity, expectations and timing related to the success, cost and timing of product development activities, financing and other business milestones. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on information available as of the date of this Report and on the current expectations, forecasts and assumptions of the management of the Company, involve a number of judgments, risks and uncertainties and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. The forward-looking statements contained in this Report include, but are not limited to, statements about:
| ● | the outcome of any legal proceedings that have been or may be instituted against CAC, Pubco, or the Company following the Closing of the Business Combination; | |
| ● | the ability to maintain the listing of Pubco Ordinary Shares on Nasdaq following the Closing of the Business Combination; | |
| ● | Pubco’s markets are rapidly evolving and may decline or experience limited growth; | |
| ● | Pubco’s ability to retain and expand its customer base; | |
| ● | Pubco’s ability to compete effectively in the markets in which it operates; | |
| ● | failure to prevent security breaches or unauthorized access to Pubco’s or its third-party service providers’ information technologies systems; | |
| ● | changes in applicable laws, rules, regulations and industry standards; | |
| ● | risks related to Pubco’s corporate structure; | |
| ● | global economic and geopolitical development; and | |
| ● | other risks and uncertainties described in this Report, including those under the section entitled “Risk Factors.” |
Forward-looking statements are provided for illustrative purposes only and are not guarantees of performance. You should understand that the factors discussed under the heading “Risk Factors” and elsewhere in this Report could affect our future results, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Report.
In addition, the risks described under the heading “Risk Factors” are not exhaustive. Other sections of this Report describe additional factors that could adversely affect the businesses, financial conditions, or our results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause our actual results to differ materially from those contained in any forward-looking statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Market, ranking and industry data used throughout this Report, including statements regarding market size, is based on independent industry surveys and publications. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we are not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Operating and Financial Review and Prospects” in this Report.
In addition, this Report contains statements of belief and similar statements that reflect our current beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
All subsequent written and oral forward-looking statements concerning the matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
iii
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Directors and Senior Management
Information regarding the directors and executive officers of Pubco after the completion of the Business Combination is included under the section “Item 6. Directors, Senior Management and Employees.” The business address of each of the directors and executive officers of Pubco is c/o Craigmuir Chambers, Road Town, Tortola, British Virgin Islands VG1110.
B. Advisors
Ellenoff Grossman & Schole LLP acts as U.S. securities counsel for Pubco. Harney Westwood & Riegels (BVI) LP. acts as counsel for Pubco with respect to matters relating to British Virgin Islands law.
C. Auditors
BDO AG acted as the independent registered public accounting firm of WISeSat.Space Corp. for its consolidated financial statements as of December 31, 2025 and 2024, and for the years then ended, and of Pubco for its consolidated financial statements as of December 31, 2025 and for the period from October 22, 2025 (inception) to December 31, 2025. BDO AG is expected to continue to act as Pubco’s independent auditor for the financial year ending December 31, 2026. The address of BDO AG is Schiffbaustrasse 2, 8031 Zurich.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
A. [Reserved]
B. Capitalization and Indebtedness
Information regarding the capitalization and indebtedness is included in the Proxy Statement/Prospectus (as defined below) under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”, which is incorporated herein by reference.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The risk factors associated with Pubco are described in the Proxy Statement and Prospectus (as amended and supplemented, the “Proxy Statement/Prospectus”), part of the Company’s Registration Statement on Form F-4, as amended (File No. 333-296969) (the “Form F-4”) in the section titled “Risk Factors,” which is incorporated herein by reference.
1
A. History and Development of Pubco
The legal name of Pubco is WISeSat.Space Holdings Corp. Pubco was incorporated as a British Virgin Islands business company on October 22, 2025, solely for the purpose of effecting the Business Combination. The history and development of the Company and the material terms of the Business Combination are described in the Proxy Statement/Prospectus in the sections titled “Summary of the Proxy Statement/Prospectus,” “Proposal No. 1 — The Business Combination Proposal,” “Business of WISeSat” and “Description of Pubco’s Securities,” which are incorporated herein by reference. See “Explanatory Note” in this Report for additional information regarding Pubco and the Business Combination. Certain information about Pubco is set forth in “Item 4.B — Business Overview” and is incorporated herein by reference.
Business Combination with CAC
On October 1, 2026, the Company consummated the previously announced Business Combination with CAC, pursuant to the Business Combination Agreement by and among Pubco, CAC, the Company, WISeKey, Merger Sub, the Seller and the other parties thereto. See “Explanatory Note” for additional information regarding the Business Combination.
Additional Agreements in connection with the Business Combination
The section describes the material provisions of certain additional agreements entered into pursuant to or in connection with the Business Combination Agreement. A discussion of Material Contracts is provided under Item 10. Additional Information of this Report and is incorporated herein by reference.
Founder Share Lock-Up Waiver
Prior to the Closing of the Business Combination, the Sponsor consummated a distribution of a portion of its assets in accordance with its governing documents, which included the distribution of an aggregate of 1,464,000 CAC Ordinary Shares then held by the Sponsor to its constituent members (the “Sponsor Distribution”), of which 109,028 CAC Ordinary Shares were forfeited at the Closing. The recipients of the CAC Ordinary Shares in the Sponsor Distribution agreed to remain subject to the applicable lock-up restrictions. However, a portion of the distributed shares held by recipients that are not affiliates of CAC were released from such lock-up restrictions at the Closing in connection with applicable stock exchange listing requirements.
In connection with the Closing, an aggregate of 282,857 CAC Ordinary Shares held by recipients that are not affiliates of CAC were released from the applicable lock-up restrictions. An aggregate of 1,072,115 CAC Ordinary Shares held by such recipients will remain subject to the applicable lock-up restrictions set forth in the Insider Letter Amendment, dated as of November 9, 2025, by and among CAC, Pubco, the Sponsor and the Company and CAC’s then director and officers.
PIPE Subscription Agreements
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. The Subscription Agreement includes a price-protection mechanism that may result in the issuance of additional Pubco Ordinary Shares to SEALSQ under certain conditions if the volume-weighted average price of Pubco 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.
2
Amended and Restated Registration Rights Agreement
In connection with the Closing, CAC, Pubco, the Sponsor, and certain other member of CAC’s board of directors and/or management team entered into an amendment and restatement of CAC’s existing Registration Rights Agreement, dated as of January 22, 2025, by and among CAC, Sponsor and its then insiders, 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. The form of Amended and Restated Registration Rights Agreement is attached to this Report as Exhibit 4.5.
Class F Shareholders Agreement
In connection with the Closing, SEALSQ, WISeKey entered into a Class F Shareholders Agreement regarding voting of applicable class F shares to apply to the newly issued Pubco Class F Shares issued in the Closing, and to include Pubco as a party. This arrangement provides that the majority holder of the applicable Pubco Class F Shares (such shareholders being either WISeKey or SEALSQ or each of their permitted transferees) will determine the majority view, or voting, for the Pubco Class F Shares, as described in the Proxy Statement/Prospectus, in the sections entitled “Dual Class of Pubco Shares” and “Risk Factors,” which sections are incorporated herein by reference. The Class F Shareholders Agreement is attached to this Report as Exhibit 4.15.
Indemnification of Directors and Officers
Concurrently with the Closing, Pubco entered into indemnification agreements with its directors and executive officers. Each indemnification agreement provides that, subject to limited exceptions, Pubco will indemnify the applicable indemnified person to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer of Pubco, as applicable. The form of indemnification agreement is attached to this Report as Exhibit 4.14.
Other Information
Pubco is subject to certain of the informational filing requirements of the Exchange Act. Since Pubco is a “foreign private issuer,” it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements. In addition, Pubco is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, Pubco is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that Pubco files with or furnishes electronically to the SEC.
Pubco’s registered office is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands VG1110, and Pubco’s principal executive office is General-Guisan-Strasse 6, 6300 Zug, Switzerland. The website address of Pubco is https://wisesat.space/. We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should not consider it a part of this Report.
B. Business Overview
Following and as a result of the Business Combination, all business of Pubco is conducted through the Company and its subsidiaries. A description of the business of Company is included in the Proxy Statement/Prospectus in the section titled “Business of WISeSat” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company,” which are incorporated herein by reference.
C. Organizational Structure
Following the consummation of the Business Combination, each of the Company and CAC became a wholly owned subsidiary of Pubco. A description of the organizational structure of Pubco is included in the Proxy Statement/Prospectus in the section entitled “Summary of the Proxy Statement/Prospectus—Post-Business Combination Structure and Impact on the Public Float—Following the Transactions” which is incorporated herein by reference.
D. Property, Plants and Equipment
Information regarding Pubco’s property and equipment is described in the Proxy Statement/Prospectus in the section titled “Business of WISeSat — Facilities,” which is incorporated herein by reference.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
3
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Unless the context otherwise requires, all references in this section to “WISeSat,” WISeSat Corp,” the “Company,” “we,” “our,” “ours” and “us” refer to WISeSat.Space Corp. and its consolidated subsidiaries, including WISeSat.Space AG (which we refer to as WISeSat AG), prior to the consummation of the Business Combination and to WISeSat.Space Holdings Corp. and its subsidiaries (including WISeSat.Space Corp.) following the consummation of the Business Combination. As described above, and unless the context otherwise requires, in this Report we refer to WISeSat.Space AG, as “WISeSat AG.”
The following discussion includes information that Pubco’s management believes is relevant to an assessment and understanding of Pubco’s consolidated results of operations and financial condition. Following the consummation of the Business Combination, Pubco comprises the operations of WISeSat and its subsidiaries, including WISeSat AG. Unless context requires otherwise, all references to “Pubco” refer to WISeSat.Space Holdings Corp. following the consummation of the Business Combination.
You should read the following discussion and analysis of our financial condition and results of operations together with the “Selected Historical Consolidated and Combined Financial Information of the Company” section of the Proxy Statement/Prospectus and our historical audited financial statements as of December 31, 2025 and 2024 and for the fiscal years ended December 31, 2025 and 2024, together with the respective notes thereto, included in the Proxy Statement/Prospectus. This discussion and analysis should also be read together with the Company’s unaudited condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, filed as standalone F-pages as part of this Report, and the unaudited pro forma condensed combined financial information attached as Exhibit 15.1 to this Report. This discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs, which involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” sections set forth in the Proxy Statement/Prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview of Business
Our Mission
Our mission is to develop secure satellite infrastructure and related space-based services capable of supporting sovereign, defense, critical-infrastructure and other security-sensitive applications from low Earth orbit (“LEO”). We are focused on combining satellite connectivity, secure communications, digital identity and quantum-resilient security technologies into a secure orbital infrastructure platform.
Historically, our proposition was centered on secure satellite-enabled internet of things, or IoT, and device-to-device, or D2D, connectivity for remote and difficult-to-serve environments. That positioning remains relevant for certain applications. However, from the end of 2025 and through the first quarter of 2026, we have diversified our offerings to support SEALSQ Corp.’s Quantum Spatial Orbital Cloud (“QSOC”), initiative and have further evolved our positioning toward a broader role as a secure orbital infrastructure layer for sovereign, defense, critical-infrastructure and other high-trust applications.
Satellite Development and Future Satellite Supply
The WISeSat program has been active since 2022 though WISeKey group initiatives and partner-operated missions. WISeSat.Space AG was incorporated in February 2023 and has since participated in pilot missions and satellite-related activities that have contributed to technical learning and building a flight heritage. These activities have supported the testing of secure IoT communications, telemetry, cryptographic functionality and related proof-of-concept applications in orbit.
The next stage of our development is expected to involve larger and more capable satellite platforms, including 6U-class satellites. These next-generation platforms are intended to offer greater payload flexibility and capabilities, longer mission endurance and broader application potential for secure communications and other sovereign space-infrastructure uses.
4
We do not currently manufacture satellites internally. For future deployment of our planned constellation and related satellite infrastructure, we expect to rely on third-party satellite manufacturers, launch service providers and other industrial partners. As of the date of this Report, we are in negotiations with FOSSA and may pursue other arrangements with qualified satellite and launch partners for the supply, launch, commissioning, operation and handover of additional satellites and related ground-segment capabilities. We do not currently have a definitive material contract with any manufacturer for the production of additional satellites. Our ability to deploy additional satellites will depend on our ability to enter into definitive agreements on acceptable terms, obtain financing, secure launch capacity, satisfy regulatory requirements and successfully integrate and operate the relevant satellites.
WISeSat’s planned satellite infrastructure is expected to be deployed in successive generations, each potentially incorporating enhanced capabilities, including improved security, increased payload flexibility, broader coverage, improved ground-segment integration and more advanced on-board processing and security features. This evolutionary approach is intended to allow WISeSat to integrate technological advancements while progressively expanding operational capability.
Strategic Evolution Toward Secure Orbital Infrastructure and QSOC Support
This strategic evolution is reflected in our growing alignment with SEALSQ’s post-quantum semiconductor and security stack and in the development of SEALSQ’s QSOC roadmap. SEALSQ is a subsidiary of WISeKey International Holding Ltd. (which following its redomiciliation on October 1, 2026 from Switzerland to the British Virgin Islands changed its name to WISeQey Corp.), or WISeKey, and SEALSQ focuses on semiconductors, public key infrastructure, or PKI, and post-quantum technology products. Under the contemplated QSOC model, SEALSQ is expected to own and operate the QSOC program and to provide the quantum, quantum-resilient, and cybersecurity capabilities associated with that program. Our expected role is to provide satellite capacity and associated ground-segment infrastructure owned or otherwise controlled by us, and to make capacity available to SEALSQ and other customers, subject to definitive agreements, technical validation, financing, launch cadence, regulatory requirements and customer demand.
As currently contemplated, SEALSQ’s commercial model with us is based on an anticipated right of use for capacity in an initial group of twelve satellites expected to support SEALSQ’s QSOC initiative. Under this structure, we would retain legal ownership or primary interest and operational control of the relevant satellites, including the related space and ground-segment infrastructure, and would remain responsible for operating the constellation and providing the associated infrastructure services. Subject to the terms of the anticipated right of use, we would also retain the ability to sell satellite capacity and related services to other customers. SEALSQ would not acquire ownership of the satellites, but would secure dedicated capacity to support the development and delivery of selected QSOC-related services using its quantum, post-quantum, secure semiconductor and trusted identity technologies.
Strategic Ecosystem and Industrialization
Our objective is to build a secure and scalable European-rooted space-infrastructure platform capable of addressing both sovereign and commercial use cases, while maintaining a strong emphasis on cybersecurity, resilience, trusted identity and Swiss-rooted governance.
WISeKey’s investment in FOSSA Systems S.L. (“FOSSA”) in 2021 helped establish the initial technical and operational foundations of our activities. Building on that base, and in alignment with the WISeKey group’s broader capabilities in cybersecurity, semiconductors and post-quantum technologies, we are now pursuing a more differentiated position in secure space infrastructure.
Strategic Objectives
Through these initiatives, WISeSat’s overarching objective is to accelerate the adoption of space-based, secure, post-quantum communications, supporting mission-critical, sovereign, and industrial applications worldwide.
5
Recent Development
See “Explanatory Note” in this Report for additional information regarding the Company and the Business Combination.
On October 1, 2026, Pubco consummated the previously announced business combination with CAC, pursuant to the Business Combination Agreement, by and among CAC, Pubco, Merger Sub, the Company, WISeKey, among other parties thereto. 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 $10 million. The Subscription Agreement includes a price-protection mechanism that may result in the issuance of additional Pubco Ordinary Shares to SEALSQ under certain conditions if the volume-weighted average price of Pubco Ordinary Shares for the 10 consecutive trading days ending on the 60th calendar day after Closing is below the purchase price, subject to a maximum issuance of an additional 1,073,216 shares. SEALSQ is also subject to customary lock-up restrictions under the Subscription Agreement.
Presentation of Financial Information
Our unaudited condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 and audited consolidated financial statements as of December 31, 2025 and 2024 and for the years then ended were prepared in accordance with U.S. GAAP.
Results of Operations
Comparison of the Six Months Ended June 30, 2026 and June 30, 2025
The following table summarizes the unaudited condensed consolidated results of operations of WISeSat.Space Corp. and its consolidated subsidiaries for the six months ended June 30, 2026 and 2025. The 2025 comparative reflects the historical results of WISeSat.Space AG as predecessor. All amounts are shown in U.S. dollars.
| USD, except percentages | H1 2026 | H1 2025 | Change ($) | Change (%) | ||||||||||||
| Revenue | — | 153,725 | (153,725 | ) | (100 | )% | ||||||||||
| Research & development expenses | (688,993 | ) | (256,144 | ) | (432,849 | ) | 169 | % | ||||||||
| Selling & marketing expenses | (629,759 | ) | (547,497 | ) | (82,262 | ) | 15 | % | ||||||||
| General & administrative expenses | (1,589,545 | ) | (243,359 | ) | (1,346,186 | ) | 553 | % | ||||||||
| Total operating expenses | (2,908,298 | ) | (1,047,000 | ) | (1,861,298 | ) | 178 | % | ||||||||
| Operating loss | (2,908,298 | ) | (893,275 | ) | (2,015,023 | ) | 226 | % | ||||||||
| Non-operating income | 22,871 | 76,638 | (53,767 | ) | (70 | )% | ||||||||||
| Non-operating expenses | (10,730 | ) | (1,766 | ) | (8,964 | ) | 508 | % | ||||||||
| Loss before income tax expense | (2,896,156 | ) | (818,403 | ) | (2,077,753 | ) | 254 | % | ||||||||
| Income tax expense | — | — | — | — | ||||||||||||
| Net loss | (2,896,156 | ) | (818,403 | ) | (2,077,753 | ) | 254 | % | ||||||||
Comparison of Years ended December 31, 2025 and 2024
The following table summarizes the audited consolidated results of operations of the Company and its consolidated subsidiary, WISeSat AG, for the years ended December 31, 2025 and 2024. All amounts are shown in U.S. dollars.
| Year Ended December 31, | Change Year Ended | |||||||||||||||
| 2025 | 2024 | Change ($) | Change (%) | |||||||||||||
| Revenue | 196,764 | 57,397 | 139,367 | 243 | % | |||||||||||
| Research & development expenses | (863,681 | ) | (181,115 | ) | (682,566 | ) | 377 | % | ||||||||
| Selling & marketing expenses | (1,166,516 | ) | (203,809 | ) | (962,707 | ) | 472 | % | ||||||||
| General & administrative expenses | (1,414,999 | ) | (23,367 | ) | (1,391,632 | ) | 5,956 | % | ||||||||
| Operating loss | (3,248,431 | ) | (350,894 | ) | (2,897,536 | ) | 826 | % | ||||||||
| Non-operating income | 13,039 | 9 | 13,030 | 144,778 | % | |||||||||||
| Non-operating expense | (2,154 | ) | (8,733 | ) | 6,578 | (75 | )% | |||||||||
| Loss before income tax expense | (3,237,546 | ) | (359,618 | ) | (2,877,928 | ) | 800 | % | ||||||||
| Income tax expense | — | — | — | — | ||||||||||||
| Net loss | (3,237,546 | ) | (359,618 | ) | (2,877,928 | ) | 800 | % | ||||||||
| Items that may be reclassified to profit or loss | — | |||||||||||||||
| Foreign currency translation adjustments | 1,888 | (5,675 | ) | 7,563 | (133 | )% | ||||||||||
| Other comprehensive (loss) for the period | 1,888 | (5,675 | ) | 7,563 | (133 | )% | ||||||||||
| Total comprehensive loss for the period | (3,235,659 | ) | (365,293 | ) | (2,870,366 | ) | 786 | % | ||||||||
6
Revenue
Revenue decreased by $153,725, or 100%, to nil for the six months ended June 30, 2026 compared with $153,725 for the six months ended June 30, 2025. H1 2025 revenue consisted of $125,953 from a RUAG-funded engineering project and $27,772 from armasuisse-training/funded service activities. These revenues arose from engineering and funded service activities performed during 2025 in connection with the Company’s pilot program with the Space Command of the Swiss Armed Forces, through work performed for RUAG AG and armasuisse. The revenue-generating work under these arrangements was completed in 2025, and the Company did not enter into any new revenue-generating contracts during H1 2026. On April 13, 2026, WISeKey announced the completion of the pilot phase of the strategic partnership among the Company, SEALSQ and the Space Command of the Swiss Armed Forces.
Building on the results of the pilot phase, during H1 2026 the Company shifted its focus from pilot missions and technical validation toward the development of next-generation secure satellite infrastructure. On March 18, 2026, WISeKey announced that the Company and SEALSQ intend to collaborate on SEALSQ’s Quantum Spatial Orbital Cloud (“QSOC”) roadmap, under which SEALSQ is expected to obtain a right of use over capacity in an initial tranche of 12 satellites expected to be launched over a two-year period beginning in 2027. During H1 2026, the Company also continued to develop relationships with potential satellite manufacturers and launch service providers, including Kaynes Space and Latitude, to prepare for the scale-up of its next-generation satellites. See “Item 4.B — Business Overview—Strategic Evolution Toward Secure Orbital Infrastructure and QSOC Support.”
The definitive agreements governing the QSOC right-of-use arrangement, and any agreements for the manufacture or launch of the related satellites, have not yet been finalized. Accordingly, the Company does not expect to generate significant revenue from the QSOC initiative before the first of these satellites is deployed, and there can be no assurance as to the timing or amount of any future revenue.
The Company’s current focus is on establishing the technical and operational capabilities required for this infrastructure business, with the first launches of the new satellites currently expected in 2027.
Revenue increased to $196,764 for the year ended December 31, 2025, or 242.8%, from $57,397 for the year ended December 31, 2024. The increase in revenue was primarily attributable to the completion of additional funded engineering and research deliverables under customer contracts for space and satellite technology services. In 2025, revenue consisted of $125,953 from a RUAG-funded engineering project and $70,811 from Armasuisse-funded research projects. In 2024, revenue consisted of $57,397 from Armasuisse-funded research projects.
Research and development expenses
Research and development expenses increased by $432,849, or 169%, to $688,993 for the six months ended June 30, 2026 compared with $256,144 for the six months ended June 30, 2025. Satellite-related utilization-right expenses, which are directly attributable to R&D, increased by $249,615, from $37,378 to $286,993. The remaining increase of $183,234 was primarily attributable to higher direct personnel costs of employees engaged in research and development, which increased by $175,523, from $216,894 to $392,417, reflecting increased headcount and resources allocated to the WISeSat satellite program. These personnel costs are recharged to the Company by WISeKey International Holding AG as part of the group management fee. The balance reflects computer hardware and software costs of $7,336 (H1 2025: nil) and higher travel costs.
Research and development expenses increased by $683 thousand, or 377%, to $864 thousand for the year ended December 31, 2025 compared to $181,115 for the year ended December 31, 2024. The increase was primarily attributable to an increase in the allocation of resources, employed through a sister company, WISeKey SA, engaged in the development of our space and satellite technology services. These costs were then cross-charged to the company by way of an intercompany management charge.
7
Selling and marketing expenses
Selling and marketing expenses increased by $82,262, or 15%, to $629,759 for the six months ended June 30, 2026 compared with $547,497 for the six months ended June 30, 2025. Selling and marketing expenses consist almost entirely of the 85% share of headquarters costs allocated to the Company by the WISeKey group, including a 10% mark-up. The increase was driven by higher allocated costs, which increased by $85,699, from $544,060 to $629,759, as total headquarters allocations to the Company rose by $100,822, or 16%, to $740,893, reflecting a higher involvement of Group marketing and business development executives in WISeSat. This was partially offset by the absence of marketing and advertising costs, which were $3,437 in H1 2025.
Selling and marketing expenses increased by $963 thousand, or 472%, to $1,167 thousand for the year ended December 31, 2025 compared to $203,809 for the year ended December 31, 2024. The increase is due to increased activities for marketing, promotions and advertising and the engagement of personnel, via a sister company, WISeKey SA, focused on the development of sales opportunities. These costs were then cross-charged to the company by way of an intercompany management charge.
General and administrative expenses
General and administrative expenses increased by $1,346,186, or 553%, to $1,589,545 for the six months ended June 30, 2026 compared with $243,359 for the six months ended June 30, 2025. The increase primarily reflected higher professional-service costs, including costs incurred in connection with the proposed Nasdaq listing and related corporate transactions. Professional-service costs increased by $1,018,539, from $25,803 to $1,044,342.
General and administrative expenses increased by $1,392 thousand, or 5,956%, to a $1,415 thousand expense for the year ended December 31, 2025 compared to a $23,367 expense for the year ended December 31, 2024. The increase is primarily attributable to higher professional services, corporate and administrative support, and costs incurred in connection with the proposed Nasdaq listing and related corporate transactions.
Total Operating Expenses
Total operating expenses increased by $1,861,298, or 178%, to $2,908,298 for the six months ended June 30, 2026 from $1,047,000 for the six months ended June 30, 2025. The increase primarily reflected higher professional-service costs, WISeSat-specific people costs and satellite-related utilization-right expenses. Professional-service costs increased by $1,018,539, direct people costs by $468,253 and satellite-related utilization-right expenses by $249,615. Headquarters allocations and other discretionary expenses also increased.
Total operating expenses increased by approximately $3.0 million, or 744%, to approximately $3.4 million for the year ended December 31, 2025 from $408,292 for the year ended December 31, 2024. The increase reflected the expansion of direct people costs, headquarters allocations from the WISeKey group, professional services, satellite-related utilization rights and other operating costs associated with the development of the Company’s business and the proposed Business Combination.
8
Non-operating income
Non-operating income decreased by $53,767, or 70%, to $22,871 for the six months ended June 30, 2026 from $76,638 for the six months ended June 30, 2025. Non-operating income consisted of foreign exchange gains; the decrease reflected lower foreign exchange gains during H1 2026.
Non-operating income increased by $13,030 for the year ended December 31, 2025 compared to $9 for the year ended December 31, 2024. The increase is primarily attributable to foreign exchange movements as a result of changes in the value of the US dollar against the Swiss Franc.
Non-operating expense
Non-operating expenses increased by $8,964, or 508%, to $10,730 for the six months ended June 30, 2026 compared with $1,766 for the six months ended June 30, 2025. The increase primarily reflected foreign exchange losses of $10,198, compared with $1,627 in H1 2025. Financial charges were $532 and $140, respectively.
Non-operating expenses decreased by $6,578, or 75%, to $2,154 for the year ended December 31, 2025 compared to $8,733 for the year ended December 31, 2024. The decrease in non-operating expenses is primarily attributable to foreign exchange movements as a result of changes in the value of the US dollar against the Swiss Franc.
Foreign currency translation adjustments Foreign currency translation adjustments resulted in other comprehensive losses of $23,355 for the six months ended June 30, 2026 compared with $49,761 for the six months ended June 30, 2025, a decrease in translation losses of $26,406. These adjustments arise from translating the financial statements of subsidiaries with CHF and EUR functional currencies into the Company’s USD reporting currency and are recorded in other comprehensive income or loss.
Foreign currency translation adjustments resulted in other comprehensive income of $1,888 for the year ended December 31, 2025 compared with other comprehensive loss of $5,675 for the year ended December 31, 2024, an improvement of $7,563. The change reflected movements in the Swiss franc against the U.S. dollar in translating foreign operations.
Liquidity, Capital Commitments and Resources
Sources and Uses of Liquidity
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations and other commitments. On an annual basis, our principal source of liquidity has been capital contributions from related parties and initial sales to customers. Our principal uses of cash are for the research and development of our products, as well as satellite-related costs, ground segments and associated space-related plant and equipment. As of June 30, 2026 and 2025, we had cash and cash equivalents of $7,187,735 and $102,894 respectively. As of December 31, 2025 and 2024, we had cash and cash equivalents of $9,647,816 and $180,328, respectively.
Our future capital requirements will depend on many factors, including the successful generation of future revenues and our ability to raise capital either through bank financing or equity capital markets. In addition, we expect to incur additional costs as a result of operating as a public company. In the event that additional financing is required from outside sources, we cannot be sure that any additional financing will be available to us on acceptable terms if at all. If we are unable to raise additional capital when desired, our business, operating results, and financial condition could be adversely affected.
Equity Financing
PIPE Investment
On August 6, 2026, Pubco, the Company, and CAC entered into the Subscription Agreement with SEALSQ. Pursuant to which, SEALSQ agreed to subscribe for and purchase, and Pubco agreed to issue and sell to SEALSQ, contemporaneously with the Closing, $10,000,000 in Pubco Ordinary 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. The Subscription Agreement includes a price-protection mechanism that may result in the issuance of additional Pubco Ordinary Shares to SEALSQ under certain conditions if the volume-weighted average price of Pubco Ordinary Shares for the 10 consecutive trading days ending on the 60th calendar day after Closing is below the purchase price thereunder, 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.
9
Cash Flows
The following table summarizes our cash flows for the periods presented (in U.S. dollars).
| USD | Unaudited 6 months ended June 30, 2026 | Unaudited 6 months ended June 30, 2025 | ||||||
| Cash Flows from operating activities: | ||||||||
| Net loss | (2,896,156 | ) | (818,403 | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Amortization expense | 286,993 | 37,378 | ||||||
| Unrealized and non-cash foreign currency transactions | 2,496 | (72,698 | ) | |||||
| Changes in operating assets and liabilities | ||||||||
| Decrease (increase) in receivables | 1,377 | (133,465 | ) | |||||
| Decrease (increase) in total prepaid expenses | 26,039 | (1,597,301 | ) | |||||
| Decrease (increase) in other current assets and notes receivable, net | (19,012 | ) | (115,971 | ) | ||||
| Increase (decrease) in accounts payable and other current liabilities | (77,734 | ) | 9,491 | |||||
| Net cash provided by (used in) operating activities | (2,675,998 | ) | (2,690,969 | ) | ||||
| Cash Flows from investing activities: | ||||||||
| Investment in FOSSA | (1,242,034 | ) | ||||||
| Advances under Notes Receivables | (150,000 | ) | ||||||
| Net cash provided by (used in) investing activities | (1,392,034 | ) | - | |||||
| Cash Flows from financing activities: | ||||||||
| Increase in indebtedness to related parties | 1,633,802 | 2,590,597 | ||||||
| Net cash provided by (used in) financing activities | 1,633,802 | 2,590,597 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (25,851 | ) | 22,937 | |||||
| Cash and cash equivalents | ||||||||
| Net decrease during the period | (2,460,080 | ) | (77,434 | ) | ||||
| Balance, beginning of period | 9,647,816 | 180,328 | ||||||
| Balance, end of period | 7,187,735 | 102,894 | ||||||
10
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | (3,237,546 | ) | (359,618 | ) | ||||
| Unrealized and non cash foreign currency transactions | (9,094 | ) | 8,397 | |||||
| Increase in accounts receivable | — | — | ||||||
| Increase in prepaid expenses | (1,342,734 | ) | (300,541 | ) | ||||
| Increase in other current assets, net | (114,497 | ) | (12,270 | ) | ||||
| Increase (decrease) in accounts payable | 558,258 | (62 | ) | |||||
| Net cash provided by (used in) operating activities | (4,145,613 | ) | (664,093 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of Common, Ordinary and Class F Shares | 10,000,000 | — | ||||||
| Increase in indebtedness to related parties | 3,602,118 | 743,310 | ||||||
| Net cash provided by (used in) financing activities | 13,602,118 | 743,310 | ||||||
| Effects on exchange rate fluctuations on cash and cash equivalents | 10,982 | (14,072 | ) | |||||
| Net increase/(decrease) in cash and cash equivalents | 9,467,487 | 65,145 | ||||||
| Cash and cash equivalents at beginning of period | 180,328 | 115,183 | ||||||
| Cash and cash equivalents at end of period | 9,647,816 | 180,328 | ||||||
Cash Flows from Operating Activities
Our cash flows from operating activities are primarily driven by administrative and corporate overhead activities as well as merger expenses relating to the Business Combination.
We have incurred recurring operating losses and negative cash flows from operating activities.
During the six months ended June 30, 2026 and 2025, we incurred net losses of $2,896,156 and $818,403, respectively. Net cash used in operating activities was $2,675,998 and $2,690,969, respectively, a decrease of $14,971. The higher net loss in H1 2026 was offset by changes in the operating-asset and liability movements and noncash adjustments reflected in the cash-flow reconciliation. Prepaid amortization is presented separately, with the prepaid-expense movement adjusted to avoid double counting.
During the years ended December 31, 2025 and 2024, we incurred net losses of $3.2 million and $359.6 thousand, respectively. Our net cash used in operating activities was $4.1 million for the year ended December 31, 2025 and $664 thousand for the year ended December 31, 2024. The $3.5 million increase in cash used was primarily due to the expansion of our sales and marketing resources supporting the development of our brand and our pipeline of opportunities, and the costs pertaining to the Nasdaq listing.
Cash Flows from Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was $1,392,034, comprising $1,242,034 presented for the FOSSA investment and $150,000 of advances under notes receivable to CAC. No investing cash flows were reported for the six months ended June 30, 2025.
Cash Flows from Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026 and 2025 is currently presented as $1,633,802 and $2,590,597, respectively, under the caption “Increase in indebtedness to related parties.” These amounts represent the increase in the Company’s non-current indebtedness to related parties during each period. For the six months ended June 30, 2026, the increase of $1,633,802 principally reflects the management fee invoiced by WISeKey International Holding AG for the period of $1,669,416, which recharges the Company’s direct personnel costs and headquarters allocations and was settled through the intercompany account, partially offset by a net decrease of $35,614 in other intercompany balances. For the six months ended June 30, 2025, the increase of $2,590,597 comprised the management fee invoiced for that period of $1,054,246, an increase of $1,035,802 in EUR-denominated intercompany balances with WISeKey International Holding AG, of $500,000 from SEALSQ Corp and other movements of $549.
Net cash provided by financing activities during the years ended December 31, 2025 and 2024 was $13.6 million and $743 thousand, respectively, primarily from increase in indebtedness to related parties and issuance of common stock.
11
Off-Balance Sheet Arrangements
As of June 30, 2026, we do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
Indemnification Agreements
In the ordinary course of business, we enter into certain agreements that provide for indemnification by the Company of varying scope and terms to customers, vendors, directors, officers, employees, and other parties with respect to certain matters. Indemnification includes losses from breach of such agreements, services provided by us, or third-party intellectual property infringement claims. These indemnities may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments, in some circumstances, are not subject to a cap. It is not possible to determine the maximum potential loss under these indemnification provisions due to the absence of prior indemnification claims and the unique facts and circumstances involved in each particular provision. As of June 30, 2026, there were no known events or circumstances that have resulted in a material indemnification liability.
In addition, we have entered into indemnification agreements with certain of WISeSat’s directors, executive officers, consultants and other employees that require, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, executive officers, or employees.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Management has determined that we have no critical accounting estimates.
New and Recently Adopted Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations.
See Note 5 to our interim period unaudited financial statements included elsewhere in this Report for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent we made one, of their potential impact on our financial condition and results of operations.
JOBS Act Accounting Election
Section 107 of the JOBS Act allows emerging growth companies to take advantage of the extended transition period for complying with new or revised accounting standards. Under Section 107, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Any decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. Pubco has elected to use the extended transition period available under the JOBS Act.
As defined in Section 102(b)(1) of the JOBS Act, Pubco is an emerging growth company (“EGC”). As such, Pubco will be eligible for and intends to rely on certain exemptions and reduced reporting requirements provided by the JOBS Act, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.
12
Pubco will remain an EGC until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the closing of the Business Combination; (3) the date on which Pubco has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which Pubco is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if Pubco has been a public company for at least 12 months and the market value of the Pubco Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter.
For further information regarding the financial condition and results of operation of Pubco, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company” in Item 5 of this Report, which is incorporated herein by reference.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Executive Officers
Following the consummation of the Business Combination, the business and affairs of Pubco is managed by or under the direction of the Pubco’s board of directors (“Board”). Officers of Board will be elected by the Board from time to time and will hold office for the term as determined by the Board. The Board currently consists of seven individuals.
The following table sets forth certain information relating to the executive officers and directors of Pubco as of the date of this Report.
| Name | Age | Position | ||
| Carlos Moreira | 68 | Chief Executive Officer and Chairman of the Board | ||
| Gwenael Rouy-Poirier | 52 | Chief Financial Officer and Director | ||
| David Fergusson | 63 | Director | ||
| Peter Ward | 74 | Director | ||
| Cristina Dolan | 65 | Director | ||
| Philippe D. Monnier | 65 | Director | ||
| Cameron R. Johnson | 45 | Director |
Carlos Moreira serves as Chief Executive Officer and a Director of Pubco and WISeSat Corp. following the consummation of the Business Combination. Mr. Moreira, Founder, Chairman of the Board of Directors and CEO of WISeKey, Chairman of the Board of Directors and CEO of SEALSQ, UN Expert on CyberSecurity and Trust Models for the International Labor Organization (ILO), the United Nations (UN), United Nations Conference on Trade and Development (UNCTAD), the World Trade Organization (WTO) and International Trade Centre (ITC), the World Bank, the United Nations Development Program (UNDP) and the Economic and Social Commission for Asia and the Pacific (ESCAP) from 1983 to 1998. A recognized early-stage pioneer in the field of digital identity, Mr. Moreira was also Adjunct Professor of the Graduate School of Engineering Royal Melbourne Institute of Technology (RMIT) from 1995 to 1999 and Head of the Trade Efficiency Lab at the Graduate School of Engineering at RMIT. In 1999, Carlos Moreira founded the Geneva-based online data security firm WISeKey SA. Carlos Moreira is a member of the UN Global Compact, member of the World Economic Forum’s Global Agenda Council, founding member of the World Economic Forum for Global Growth Companies, World Economic Forum (“WEF”) New Champion 2007 to 2016, Vice Chair of the World Economic Forum Global Agenda Council on Illicit Trade 2012/15, member of the Selection Commit-tee for the WEF Growth Companies, founder and board member of Geneva Security Forum SA, member of the New York Forum, founding member of the “Comité de Pilotage Project E-Voting” of the Geneva Government, member of The Blockchain Research Institute, founder of the Blockchain Center of Excellence in 2019, member of Blockchain Advisory Board of the Government of Mexico, and founding member of TrustValley. Mr. Moreira was also a member of the WEF Global Agenda Council on the Future of IT Software & Services in 2014-2016. Mr. Moreira is also a member of the foundation board of the OISTE Foundation. An entrepreneur and investor in Deeptech, AI, Blockchain, IoT and Cybersecurity, Mr. Moreira was selected as one of the WEF’s Trailblazers, Shapers and Innovators. Carlos Moreira was selected by Bilanz among the 100 most important 2016 digital heads in Switzerland, nominated by Bilan.CH among the 300 most influential persons in Switzerland in 2011 and 2013, in the top 100 of Who’s Who of the Net Economy, Man of the Year AGEFI 2007, and an award Holder CGI. Mr. Moreira is a Keynote speaker at the UN, WEF, CGI, ITU, Bloomberg, Munich Security Conference, World Policy Conference, Zermatt Summit, Microsoft, IMD, INSEAD, MIT Sloan, HEC, UBS, and CEO Summit. Mr. Moreira is also the co-author of the bestselling book and forthcoming CNBC TV series — “The transHuman Code”. An expert in M&A, Fundraising, IPOs, SIX and NASDAQ listings, he won the M&A Award 2017 Best EU acquisition, and the 2018 Blockchain Davos Award of Excellence by the Global Blockchain Business Council.
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Gwenael Rouy-Poirier serves as Chief Financial Officer and a director of Pubco following the consummation of the Business Combination. Mr. Rouy-Poirier is a senior finance executive with more than 25 years of international experience across aerospace and defense, industrial technology, healthcare and manufacturing businesses. His experience combines public-company governance, capital markets readiness, operational finance and value creation in manufacturing, engineering and technology-driven businesses, including transformation, integration, carve-out, restructuring and transaction environments. Mr. Rouy-Poirier has served as a director of Coda Octopus Group, Inc. since April 2024, where he serves on the audit, compensation, and nominating committees. Since January 2023, he has provided finance, advisory and interim executive services to companies in the aerospace, defense and industrial sectors through his advisory practice, St John’s Advisory; from May to December 2023, he served as Chief Financial Officer of SHL Medical. From April 2021 to December 2022, he served as Chief Financial Officer of GKN Aerospace, a global Tier 1 aerospace supplier with multi-billion-dollar annual revenue and significant international manufacturing and engineering operations, based in London, United Kingdom. From 2019 to 2021, he served as Chief Financial Officer of Nobel Biocare Systems, a dental implant and restorative dentistry business of Envista Holdings Corporation, which was spun off from Danaher Corporation in September 2019. Prior to that, Mr. Rouy-Poirier held senior finance and leadership roles at Honeywell, primarily in its Aerospace division and also in its Homes and Building Technologies and Electronic Materials businesses. Mr. Rouy-Poirier began his career at Arthur Andersen in Paris, France, and earned a Master of Management in Corporate Finance from EDHEC Business School in France. As a result of Mr. Rouy-Poirier’s senior finance background, aerospace and defense industry experience, transformation and value creation experience, capital markets readiness and public-company board experience, we believe that he is qualified to serve as a member of Pubco’s Board of Directors.
David Fergusson serves as our director following the consummation of the Business Combination. He has served as a member of the Board of Directors of WISeKey since 2017. He is also a member of the Board of Directors for SEALSQ Corp. Since 2018, Mr. Fergusson has served as Executive Managing Director — M&A, for Generational Equity, the largest volume middle-market M&A investment banking advisory firm in North America. Based in New York, he also heads the company’s Technology Practice Group and Cross Border Practice Group. Prior to joining Generational Equity, from 2010 until 2018, Mr. Fergusson was the CEO and President of The M&A Advisor where he led global think tank services: market intelligence publishing, media, event and consulting, for the firm’s constituency of over 350,000 finance industry professionals, from their offices in New York and London. As a partner in Paradigm Capital Management, Mr. Fergusson conducted over 25 acquisitions as an investor. In 2013, Mr. Fergusson founded the global Corporate Finance Emerging Leaders program, which engages future global business stalwarts to affect significant change through social innovation. A pioneer in cross border mergers and acquisitions between the United States and China, he was recognized with the 2017 M&A Leadership Award and the 2019 Lifetime Achievement Award from the China Mergers & Acquisitions Association and is Co-Chairman of the Global M&A Council of 18 member countries. Mr. Fergusson is a respected speaker on the subjects of financial services and corporate transformation and social innovation at prominent educational institutions including Cambridge, Columbia, Harvard, MIT and Cornell; a participant in leadership assemblies including the Vatican, World Economic Forum at Davos, World Bank and the International Monetary Fund; and a frequent contributor to major media organizations. He is also the editor of 5 annual editions of the mergers and acquisitions handbook -“The Best Practices of The Best Dealmakers” series with a readership of more than 500,000 in over 60 countries. Mr. Fergusson is also the co-author of the bestselling book “The transHuman Code”. Recipient of the 2015 Albert Schweitzer Leadership Award for his work in global youth leadership development, Mr. Fergusson is a Trustee and former President of Hugh O’Brien Youth Leadership (HOBY), the world’s largest social leadership foundation for high school students. Mr. Fergusson is also a founding member of the City of London’s Guild of Entrepreneurs, a member of British American Business, and of the Association for Corporate Growth (ACG). Mr. Fergusson is a graduate of Kings College School and the University of Guelph where he earned a Bachelor of Arts in Political Studies.
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Peter Ward serves as our director following the consummation of the Business Combination. Mr. Ward has been a member of the board of directors of SEALSQ since its inception on April 1, 2022, and served as the Chief Financial Officer of SEALSQ from April 1, 2022 until January 24, 2024. He has also served as a director of WISeKey International Holding AG since 2012 and was the Chief Financial Officer of WISeKey International Holding AG between 2012 and June 2024.
Mr. Ward began his tenure with WISeKey in 2008 as Finance Director. From 2005 to 2008, Mr. Ward served as a director and International Finance Director at Isotis International Inc., a manufacturer and distributor of bone and skin transplants. From 1996 to 2004, Mr. Ward served as a director and International Finance Director, then Director Administration and Taxes of Iomega International, a manufacturer and distributor of external computer drives and disks. From 1986 to 1996, Mr. Ward served as Finance Director for Germany, Austria & Switzerland Finance for GE Information Services (GEISCO), based in Cologne, Germany, then Commercial Finance Manager for GE Plastics BV, based in Bergen op Zoom, The Netherlands and Finance Director for Germany, Austria & Switzerland for GE Medical Services AG, based in Frankfurt am Main, Germany at General Electric. From 1973 to 1985, Mr. Ward served as Cost Analyst at Standard Telephones & Cables Ltd, a manufacturer and installer of submarine telephone cables, based in Southampton, United Kingdom, then Finance Accountant for Payot Cosmetics Ltd and Mavala Cosmetics Ltd, manufacturers of cosmetics and nail products respectively, based in Ashford, Kent, United Kingdom, then Financial Controller for Rimmel Cosmetics Germany and ITT Photoproducts, Germany, distributors of cosmetics and photographic equipment respectively, based in Frankfurt am Main, Germany, then Financial Analyst for the Automotive and Sanitary Products Division, based in ITTE HQ in Brussels, Belgium, then Manager Financial Controls for the Telecommunications Division based in ITTE HQ Brussels, Belgium, at ITTE. He holds a B.A. with honors in Business Administration from Wolverhampton University, in Wolverhampton, U.K. and is a qualified Chartered Management Accountant.
Cristina Dolan serves as our director following the consummation of the Business Combination. Ms. Dolan has been a member of the board of directors for SEALSQ since March 10, 2023. Ms. Dolan served on the GRIID board of directors from January 2, 2024, until its acquisition by CleanSpark in October 2024. Ms. Dolan is an award-winning engineer, entrepreneur, and author who has spent her entire career in a variety of executive roles within the technology industry. In 2024, she joined the faculty of Columbia University’s Technology Management Program and serves as an executive cybersecurity advisor to Crimson Vista. Prior to joining RSA in 2021, where she led Global Alliances, she advised several cybersecurity companies, including Crayonic and Cytegic (acquired by Mastercard). Recently, she co-authored a book, “Transparency in ESG and the Sustainable Economy: Capturing Opportunities through Data”, and several articles, including the World Economic Forum article “Cybersecurity Should Be Treated as an ESG Issue” and the Forbes article “Cybersecurity Is a Global Threat to Democracy, Yet Not Well Understood.” Honors include being named to lists of the most influential and impactful women in technology, along with numerous awards for service and entrepreneurship. The student coding competition, Dream it. Code it. Win it., which she founded and led from 2014 to 2016 as the Board Chair of the MIT Enterprise Forum of New York, won numerous awards, including the MIT Harold E. Lobdell Distinguished Service Award, the Trader Magazine Charitable Works Award, and four Stevie Awards for best organization and leadership. The competition sponsor, Fiverr, celebrated her as a “Do-er” in its global campaigns. As an advocate of computer science education, her TED talk, “Just Solve It,” which addresses the value of being an engineer and solutionist in creating opportunities, has over 933K views. A blockchain pioneer since 2014, she founded several companies, including Additum, a value-based healthcare company based in Spain, and iXledger, which specialized in cyber insurance. Her talk at the MIT Center for International Studies’ Starr Forum, “Bitcoin and the Global Economy,” in April 2016, was one of the program’s most popular presentations. From 2009 to 2016, Cristina held several roles at TradingScreen, an award-winning institutional multi-asset financial trading platform, including leading product management for content, data, chat, and communications products, as well as serving as Global Head of Corporate Marketing. In 2000, she was recruited as CEO by venture-backed Wordstream, an MIT-Harvard spinout focused on multilingual translations utilizing computational linguistics and machine learning, where she commercialized the software. OneMain, a company she co-founded in 1998, was acquired by Earthlink in 2000 after a highly successful IPO that outperformed Amazon’s and eBay’s respective IPOs. As OneMain’s Geographic Communities Division President and Chief Strategic Alliances Officer, she launched and built the cornerstone Geographic Communities, which were profitable upon launch. Cristina also held executive roles at IBM and Oracle, leading consultative selling at strategic accounts within the communications and financial verticals. At Hearst and Disney, she led technology and software development for the launch of the first consumer websites, which were delivered on time and within budget. As an MIT alumna, she served as President of the MIT Club of New York, Chair of the MIT Enterprise Forum, a member of the MIT Enterprise Forum Global Board, the MIT Selection Committee, and the MIT Media Lab 30th Anniversary Committee. She was also invited as a keynote speaker at the MIT Women’s Un-Conference in March 2018. Additionally, she served on the alumnae board at the Convent of the Sacred Heart and received the Global Leadership Alumna Award. She earned a Master of Media Arts and Science from the MIT Media Lab, as well as a Master of Computer Science Engineering and a Bachelor of Electrical Engineering. Cristina is bilingual and fluent in her native language, English, and Spanish.
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Cameron R. Johnson serves as our director following the consummation of the Business Combination. He currently serves as one of CAC’s independent directors since March 20, 2025. Since 2019, he has worked as the senior partner at Tidalwave Solutions, providing consulting services. Since 2014, Mr. Johnson has been a member of the American Chamber of Commerce in Shanghai, or AmCham Shanghai, in Shanghai, during which he served on the board of governors from 2022 to 2024 and as the vice chair in 2024. From 2020 to 2024, Mr. Johnson worked as an adjunct instructor at New York University in Shanghai. Mr. Johnson has been an active commentator on US-China relations, supply chain, international trade, tariff, technology and other topics, including but not limited to, as a returning guest at Bloomberg: The China Show¸ discussing topics including but not limited to, US-China relations, automotive and customer sectors, technology and trade, appearing in the documentary of America’s Medical Supply Crisis by Frontline. Mr. Johnson is the author of Impacts of Digitalization on Traceability chapter of the book Digital Transformation of Logistics (Wiley, 2021). Mr. Johnson obtained his graduate certification in business from the University of Wales, and bachelor’s degrees in communication and comparative religion both from the University of Washington.
Philippe D. Monnier serves as our director following the consummation of the Business Combination. He currently serves as a member of the board of directors of WiseKey since 2024 and is of Swiss and Mexican nationality. He grew up in Japan, Mexico, and Switzerland and has lived in about 10 countries. His studies include civil engineering (ITESM/Mexico), MBA (Wharton/USA), Making Corporate Board More Effective (Harvard/USA), Digital Transformation: from AI and IOT to Cloud, Blockchain and Cybersecurity (MIT/USA) and Circular Economy and Sustainability Strategies (Cambridge, UK). His language skills include six European languages and Japanese. He is also frequently featured in the Swiss and international press. Mr. Monnier also serves as board member of Standa Swiss AG since 2023 and the Swiss American Chamber of Commerce. He also regularly interviews business and political leaders for various media since 2024. He serves as President of the Swiss International Society since 2025 and the Wharton Alumni Club of Switzerland since 2021. Philippe spearheads the organization of high-level events gathering top politicians, Chairpersons/CEO of leading companies, and Olympic medalists. His main previous positions include: board director & shareholder of WayRay AG from 2015to 2023; Executive Director and CEO at “Greater Geneva Bern area” (economic promotion agency of Western Switzerland) from 2010 to 2015; Senior Vice President (in charge of corporate development) at Schindler Management Ltd (Lucerne, Switzerland and other countries) from 2003to 2010; Co-founder and leader of three e-business start-ups (Switzerland and Japan) from 1996 to 2009; Managing Director at Schindler Lifts (Singapore) Pte Ltd from 1995 to 1996; Management Consultant at McKinsey & Co. (Zurich, Switzerland) in 1990.
Family Relationships
No family relationships exist between any of our directors or executive officers.
Limitation on Liability and Indemnification of Directors and Officers
Section 132 of the BVI Companies Act, and Pubco’s amended memorandum and articles of incorporation (the “Pubco Charter”), provide that, subject to certain limitations, Pubco shall indemnify its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. Such indemnity only applies if the person acted honestly and in good faith with a view to the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful. Pubco has entered into indemnification agreements with our directors and executive officers that will require us to indemnify our directors and executive officers to the fullest extent permitted by law. Pubco has purchased directors and officers liability insurance to cover its indemnification obligations to its directors and executive officers as well as to cover directly certain claims made against its directors and executive officers.
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B. Compensation
Information pertaining to the compensation of the directors and executive officers of the Company is set forth in the Proxy Statement/Prospectus, in the sections titled “Management of Pubco Following the Business Combination — Aggregate Compensation of Executive Officers and Directors,” which are incorporated herein by reference.
As a foreign private issuer, we will comply with home country compensation disclosure requirements and certain exemptions thereunder rather than the SEC disclosure requirements applicable to U.S. domestic issuers. Under BVI law, Pubco is not required to disclose compensation paid to its executive officers and directors on an individual basis and this information has not otherwise been publicly disclosed.
Overview
The policies of Pubco with respect to the compensation of its executive officers and directors following the Business Combination are administered by our Board in consultation with the compensation committee of the Board. The compensation decisions regarding our executives will be based on our need to retain those individuals who continue to perform at or above our expectations and to attract individuals with the skills necessary for us to achieve our business plan. We intend to establish an executive compensation program that is competitive with other similarly situated companies in its industry following completion of the Business Combination.
Our compensation committee is charged with performing an annual review of our cash and equity-based compensation programs to determine whether such programs provide appropriate incentives to our executive officers, including whether such incentives are aligned with those provided to similarly situated executive officers in its industry. In addition to the guidance provided by its compensation committee, we may utilize the services of third parties from time to time in connection with the hiring and compensation awarded to executive employees. This could include subscriptions to executive compensation surveys and other databases.
Pubco Incentive Plan
We have adopted a new equity incentive plan (the “Pubco Equity Plan”) at the Closing, and which is included as Exhibit 4.3 to this Report. Information regarding the Pubco Equity Plan is included in the Proxy Statement/Prospectus under the section titled “Proposal No. 4 — The Pubco Equity Plan Proposal” which is incorporated herein by reference.
Employee Share Purchase Program
We have adopted an employee share purchase program (the “ESPP”) at the Closing and which is included as Exhibit 4.4 to this Report. Information regarding the ESPP is included in the Proxy Statement/Prospectus under the section titled “Proposal No. 5 — The ESPP Proposal” which is incorporated herein by reference.
C. Board Practices
Information pertaining to the Company’s board practices is set forth in the Proxy Statement/Prospectus, in the section titled “Management of Pubco after the Business Combination — Board Committees,” which is incorporated herein by reference.
D. Employees
Information pertaining to the Company’s employees is set forth in the Proxy Statement/Prospectus, in the section titled “Business of WISeSat — Human Capital,” which is incorporated herein by reference.
E. Share Ownership
Information regarding the ownership of Pubco Ordinary Shares and Pubco Class F Shares by our directors and executive officers is set forth in Item 7.A of this Report, which is incorporated herein by reference.
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F. Disclosure of a registrant’s action to recover erroneously awarded compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following table sets forth information regarding the beneficial ownership of Pubco Ordinary Shares and Pubco Class F Shares as of date this Report by:
| ● | each person known by Pubco to beneficially own more than 5% of the outstanding Pubco Ordinary Shares and Pubco Class F Shares; |
| ● | each of Pubco’s executive officers and directors; and | |
| ● | all of Pubco’s executive officers and directors as a group. |
Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares (of the applicable type) beneficially owned by them.
In the table below, percentage ownership is based on 16,818,772 Pubco Ordinary Shares and 12,997,400 Pubco Class F Shares issued and outstanding as of the date of this Report.
| Name and Address of Beneficial Owner | Pubco Ordinary Shares Beneficially Owned | Pubco Class F Shares Beneficially Owned | Pubco Ordinary Shares to total Pubco Ordinary Shares | Pubco Ordinary Shares to total Pubco Shares | Pubco Class F Shares to total Pubco Class F Shares(2) | Pubco Class F Shares to total Pubco Shares | Percentage of Voting Power | |||||||||||||||||||||
| Directors and Executive Officers(1): | ||||||||||||||||||||||||||||
| Carlos Moreira | 13,407,955 | 12,997,400 | 79.7 | % | 45.0 | % | 100 | % | 43.6 | % | 89.9 | % | ||||||||||||||||
| Gwenael Rouy-Poirier | — | — | — | — | — | — | ||||||||||||||||||||||
| David Fergusson | — | — | — | — | — | — | ||||||||||||||||||||||
| Peter Ward | — | — | — | — | — | — | ||||||||||||||||||||||
| Cristina Dolan | — | — | — | — | — | — | ||||||||||||||||||||||
| Cameron R. Johnson | — | — | — | — | — | — | ||||||||||||||||||||||
| Philippe D. Monnier | — | — | — | — | — | — | ||||||||||||||||||||||
| All directors and executive officers (7 individuals) as a group | 13,407,955 | 12,997,400 | 79.7 | % | 45.0 | % | 100 | % | 43.6 | % | 89.9 | % | ||||||||||||||||
| 5% or Greater Beneficial Owners: | ||||||||||||||||||||||||||||
| WISeQey Corp.(2)(3) | 11,430,139 | 11,956,922 | 68.0 | % | 38.3 | % | 92 | % | 40.1 | % | 84.0 | % | ||||||||||||||||
| SEALSQ Corp.(2)(4) | 1,977,816 | 1,040,478 | 11.8 | % | 6.6 | % | 8 | % | 3.5 | % | 5.9 | % | ||||||||||||||||
| (1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Craigmuir Chambers, Road Town, Tortola, British Virgin Islands VG1110. |
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| (2) | Each Pubco Class F Share has a number of votes per share that would cause the total votes of all Pubco Class F Shares as a class to equal 49.99% of the voting power of all Pubco Shares (or, if the applicable voting standard is “a majority of the shares present in person or represented by proxy and entitled to vote on such matter”, 49.999999% of the voting power of shares present in person or represented by proxy and entitled to vote on such matter). Only the majority holder of Pubco Class F Shares, which is WISeKey, can exercise such voting rights. Accordingly, although SEALSQ Corp. has 49.9% rights from such shares, it can only exercise such rights if it is majority owner of Pubco Class F Shares in lieu of WISeKey, and otherwise would only have voting rights attributable to its holdings of Pubco Ordinary Shares. |
| (3) | Shares are held by WISeKey International Holding AG (which following its redomiciliation on October 1, 2026 from Switzerland to the British Virgin Islands changed its name to WISeQey Corp.), or WISeKey. The principal business address of WISeKey is 58 avenue Louis-Casai, 1216 Cointrin, Switzerland. |
| (4) | Shares are held by SEALSQ Corp., or SEALSQ. The principal business address of SEALSQ is c/o Craigmuir Chambers, Road Town, Tortola, British Virgin Islands VG1110. Includes shares held by SEALSQ as a PIPE Investor, consisting of 926,784 Pubco Ordinary Shares as Subscription Shares. |
B. Related Party Transactions
Information regarding certain related party transactions is included in the Proxy Statement/Prospectus under the section titled “Certain Relationships and Related Party Transactions — Certain Transactions of the Company” and is incorporated herein by reference.
As of June 30, 2026, the condensed consolidated financial statements include the Company, WISeSat.Space AG (“WISeSat AG”) and WISeSat.Space Iberica S.L. (“WISeSat Iberica”). All balances and transactions between consolidated entities have been eliminated on consolidation. WISeKey International Holding AG (which following its redomiciliation on October 1, 2026 from Switzerland to the British Virgin Islands changed its name to WISeQey Corp.), or WISeKey, and SEALSQ Corp are shareholders of the Company, and WISeKey remains the ultimate parent. WISeKey SA and SEALSQ Corp are related parties under common control of WISeKey.
The amounts presented hereto reflect the Company’s balances and transactions with related parties outside the consolidated group during the periods presented.
| Related | Receivables As of | Payables As of | Net expenses Six months ended | Equity contributions Six months ended | |||||||||||||||||||||||||||||
| Parties | Jun. 30, | Dec. 31, | Jun. 30, | Dec. 31, | June 30, | June 30, | |||||||||||||||||||||||||||
| (in USD) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| 1 | WISeKey International Holding AG | - | - | 6,152,494 | 4,518,692 | 1,544,326 | 975,251 | - | - | ||||||||||||||||||||||||
| 2 | WISeKey SA | 61,431 | 62,808 | - | - | - | - | - | - | ||||||||||||||||||||||||
| 3 | SEALSQ Corp | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Total | 61,431 | 62,808 | 6,152,494 | 4,518,692 | 1,544,326 | 975,251 | - | - | |||||||||||||||||||||||||
| 1. | The expenses and payable balances presented above in relation to WISeKey International Holding AG relate primarily to historical financing support, recharged management services and shared corporate costs, including group allocations. These amounts exclude balances between consolidated WISeSat entities, which have been eliminated on consolidation. No interest is charged on intercompany payable balances. |
| 2. | WISeKey SA is a fellow subsidiary of WISeKey International Holding AG. The receivable balances from WISeKey SA as of June 30, 2026 and December 31, 2025 relate primarily to amounts collected by WISeKey SA on behalf of the Company in connection with work performed by WISeSat AG for armasuisse (the Swiss Confederation’s procurement agency) in 2023, before the relevant customer contract was amended to reflect WISeSat AG as the contracting party. No management-service expenses were charged by WISeKey SA to the Company during the six months ended June 30, 2026 and 2025. No interest is charged on intercompany payable or receivable balances. |
| 3. | SEALSQ Corp is an affiliate of the Company under common control through WISeKey, and a shareholder. On November 19, 2025, SEALSQ Corp subscribed for 435 Ordinary Shares and 435 Class F Shares of the Company for total cash consideration of USD 10,000,000. The proceeds were made available to WISeSat AG to fund working capital, operations and satellite-related development activities. In these consolidated financial statements, the transaction is presented as an equity contribution from SEALSQ, and any related funding balance between the Company and WISeSat AG has been eliminated on consolidation. No additional equity contribution from SEALSQ was recorded during the six months ended June 30, 2026. |
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C. Interests of Experts and Counsel
Not Applicable
A. Consolidated Statements and Other Financial Information
Consolidated Financial Statements
See Item 18 of this Report for our consolidated financial statements and other financial information.
Legal Proceedings
We may from time to time be subject to legal proceedings, disputes and claims that arise in the ordinary course of business. As of the date of this Report, to the knowledge of our management, there was no material litigation, arbitration or governmental proceeding pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.
Dividend Policy
We currently have not adopted a dividend policy with respect to future dividends and we do not have any present plan to pay any cash dividends on Pubco Ordinary Shares or Pubco Class F Shares in the foreseeable future.
B. Significant Changes
A discussion of significant changes since December 31, 2025 and June 30, 2026, is provided under Item 4 and Item 5 of this Report and is incorporated herein by reference. Except as disclosed elsewhere in this Report, we have not experienced any significant changes since December 31, 2025 or June 30, 2026.
A. Offer and Listing Details
Nasdaq Listing of the Pubco Ordinary Shares
Pubco Ordinary Shares are listed on Nasdaq under the symbols “SAIQ”. Holders of Pubco Ordinary Shares should obtain current market quotations for their securities. There can be no assurance that Pubco Ordinary Shares will remain listed on Nasdaq. If we fail to comply with the Nasdaq listing requirements, the Pubco Ordinary Shares could be delisted from Nasdaq. A delisting of Pubco Ordinary Shares will likely affect their respective liquidity and could inhibit or restrict our ability to raise additional financing.
Lock-up Agreements and Transfer Restrictions
The description of the Lock-up in this Report entitled “Item 4—History and Development of Pubco—Founder Share Lock-Up Waiver” and in the Proxy Statement/Prospectus in the section titled “The Business Combination Agreement and Ancillary Documents- Ancillary Documents-Lock-up Agreement” is incorporated herein by reference.
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B. Plan of Distribution
Not applicable
C. Markets
The Pubco Ordinary Shares are listed on Nasdaq under the symbol “SAIQ”.
D. Selling Shareholders
Not applicable
E. Dilution
Not applicable
F. Expenses of the Issue
Not applicable
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.
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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.
22
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
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The information set forth in the Proxy Statement/Prospectus, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation of the Company— Quantitative and Qualitative Disclosures about Market Risk,” is incorporated herein by reference.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
23
Not applicable
See “Item 18. Financial Statements.”
The unaudited pro forma condensed combined financial information of Pubco and CAC is filed as Exhibit 15.1 hereto and incorporated herein by reference.
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 are contained on pages F-25 to F-45 of the Proxy Statement/Prospectus and are incorporated herein by reference, and the condensed financial statement of CAC as of and for the six month period ended June 30, 2026, are contained on pages F-2 to F-24 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The consolidated financial statements of WISeSat.Space Corp. as of December 31, 2025 and 2024, are contained on pages F-46 to F-67 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The consolidated financial statements of WISeSat.Space Holdings Corp. as of December 31, 2025 and for the period from October 22, 2025 (date of inception) to December 31, 2025, are contained on pages F-68 to F-75 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of WISeSat.Space Corp. as of and for the six month period ended June 30, 2026 are contained on pages F-2 through F-23 hereto and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of WISeSat.Space Holdings Corp. as of and for the six month period ended June 30, 2026 are contained on pages F-24 through F-31 hereto and are incorporated herein by reference.
24
| * | Filed herewith |
| † | Certain schedules and similar attachments to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted schedules and similar attachments to the SEC upon its request. |
| + | Denotes management contract or compensatory plan or arrangement. |
25
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| WISESAT.SPACE HOLDINGS CORP. | ||
| October 7, 2026 | By: | /s/ Carlos Moreira |
| Name: | Carlos Moreira | |
| Title: | Chief Executive Officer and Director | |
26
INDEX TO FINANCIAL STATEMENTS
| WISeSat.Space Corp. | ||
| Condensed Consolidated Financial Statements As of June 30, 2026 | ||
| Condensed Consolidated Statements of Comprehensive Income/(Loss) | F-2 | |
| Condensed Consolidated Balance Sheets | F-3 | |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity | F-4 | |
| Condensed Consolidated Statements of Cash Flows | F-5 | |
| Notes to the Condensed Consolidated Financial Statements | F-6 |
| WISeSat.Space Holdings Corp. | ||
| Unaudited Condensed Consolidated Financial Statements As of June 30, 2026 | ||
| Consolidated Statements of Comprehensive Income/(Loss) | F-25 | |
| Consolidated Balance Sheets | F-26 | |
| Consolidated Statements of Changes in Shareholders’ Equity | F-27 | |
| Statements of Cash Flows | F-28 | |
| Notes to the Financial Statements | F-29 |
F-1
1. Condensed Consolidated Statements of Comprehensive Income / (Loss)
| USD | Unaudited 6 months ended June 30, 2026 | Unaudited 6 months ended June 30, 2025 | Note ref. | |||||||||
| Revenue | - | 153,725 | 19, 24 | |||||||||
| Research & development expenses | (688,993 | ) | (256,144 | ) | 20 | |||||||
| Selling & marketing expenses | (629,759 | ) | (547,497 | ) | 20 | |||||||
| General & administrative expenses | (1,589,545 | ) | (243,359 | ) | 20 | |||||||
| Total operating expenses | (2,908,298 | ) | (1,047,000 | ) | 20 | |||||||
| Operating loss | (2,908,298 | ) | (893,275 | ) | ||||||||
| Non-operating income | 22,871 | 76,638 | 21 | |||||||||
| Non-operating expenses | (10,730 | ) | (1,766 | ) | 22 | |||||||
| Loss before income tax expense | (2,896,156 | ) | (818,403 | ) | ||||||||
| Income tax expense | - | - | 23 | |||||||||
| Net loss | (2,896,156 | ) | (818,403 | ) | ||||||||
| Loss per share, predecessor | ||||||||||||
| Basic | - | (3.27 | ) | 25 | ||||||||
| Diluted | - | (3.27 | ) | 25 | ||||||||
| Loss per Ordinary Share, 5,436 weighted average | ||||||||||||
| Basic | (266.44 | ) | - | 25 | ||||||||
| Diluted | (266.44 | ) | - | 25 | ||||||||
| Loss per Class F Share, 5,434 weighted average | ||||||||||||
| Basic | (266.44 | ) | - | 25 | ||||||||
| Diluted | (266.44 | ) | - | 25 | ||||||||
| Other comprehensive income / (loss), net of tax: | ||||||||||||
| Foreign currency translation adjustments | (23,355 | ) | (49,761 | ) | 18 | |||||||
| Other comprehensive income / (loss) | (23,355 | ) | (49,761 | ) | 18 | |||||||
| Comprehensive loss | (2,919,512 | ) | (868,165 | ) | ||||||||
The functional operating expense categories for the six months ended June 30, 2025 have been reclassified to conform to the current-period presentation. The reclassification has no effect on total operating expenses, operating loss, net loss or cash flows.
The accompanying notes are an integral part of these financial statements.
F-2
2. Condensed Consolidated Balance Sheets
| USD | As of June 30, 2026 (unaudited) | As of December 31, 2025 | Note ref. | |||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 7,187,735 | 9,647,816 | 8 | |||||||||
| Amounts owed by related parties, current | 61,431 | 62,808 | 9 | |||||||||
| Notes receivable, current | 150,000 | - | 9 | |||||||||
| Prepaid expenses, current | 504,516 | 531,934 | 10 | |||||||||
| Other current assets | 142,400 | 123,387 | 11 | |||||||||
| Total current assets | 8,046,082 | 10,365,945 | ||||||||||
| Non-current assets | ||||||||||||
| Prepaid expenses, non-current | 828,149 | 1,113,763 | 10 | |||||||||
| Investment in FOSSA | 1,242,034 | - | 12 | |||||||||
| Total non-current assets | 2,070,183 | 1,113,763 | ||||||||||
| TOTAL ASSETS | 10,116,265 | 11,479,708 | ||||||||||
| LIABILITIES | ||||||||||||
| Current Liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 483,031 | 559,094 | 13 | |||||||||
| Other current liabilities | 99,928 | 101,599 | 14 | |||||||||
| Total current liabilities | 582,958 | 660,692 | ||||||||||
| Noncurrent liabilities | ||||||||||||
| Indebtedness to related parties, noncurrent | 6,152,494 | 4,518,692 | 15, 26 | |||||||||
| Total noncurrent liabilities | 6,152,494 | 4,518,692 | ||||||||||
| TOTAL LIABILITIES | 6,735,452 | 5,179,384 | ||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Predecessor Ordinary shares | - | - | 16 | |||||||||
| CHF 0.40 par value | ||||||||||||
| Predecessor Authorized - nil shares | ||||||||||||
| Issued and outstanding - nil shares | ||||||||||||
| Ordinary Shares | - | - | 16 | |||||||||
| No par value | ||||||||||||
| Authorized - 30,000 shares | ||||||||||||
| Issued and outstanding – 5,436 shares | ||||||||||||
| Class F Shares | - | - | 16 | |||||||||
| No par value | ||||||||||||
| Authorized - 20,000 shares | ||||||||||||
| Issued and outstanding – 5,434 shares | ||||||||||||
| Additional Paid-In Capital | 10,006,906 | 10,006,906 | 17 | |||||||||
| Accumulated other comprehensive income / (loss) | (24,748 | ) | (1,392 | ) | 18 | |||||||
| Accumulated deficit | (6,601,346 | ) | (3,705,189 | ) | ||||||||
| Total shareholders’ equity | 3,380,813 | 6,300,324 | ||||||||||
| TOTAL LIABILITIES AND EQUITY | 10,116,265 | 11,479,708 | ||||||||||
The accompanying notes are an integral part of these financial statements.
F-3
3. Condensed Consolidated Statements of Changes in Shareholders’ Equity
| USD | Number of Ordinary Shares | Number of Class F Shares | Number of Shares Total | Predecessor common share capital | Additional Paid-In Capital | Accumulated deficit | Accumulated other comprehensive income / (loss) | Total equity (deficit) | ||||||||||||||||||||||||
| As of February 15, 2023 (predecessor inception) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Issuance of share capital | - | - | - | 108,505 | - | - | - | 108,505 | ||||||||||||||||||||||||
| Comprehensive loss | - | - | - | - | - | (108,025 | ) | 2,395 | (105,630 | ) | ||||||||||||||||||||||
| As of December 31, 2023, predecessor | - | - | - | 108,505 | - | (108,025 | ) | 2,395 | 2,875 | |||||||||||||||||||||||
| Comprehensive loss | - | - | - | - | - | (359,618 | ) | (5,675 | ) | (365,293 | ) | |||||||||||||||||||||
| As of December 31, 2024, predecessor | - | - | - | 108,505 | - | (467,643 | ) | (3,280 | ) | (362,418 | ) | |||||||||||||||||||||
| WISeSat Corp Inception, Jun 17 | 100 | - | 100 | - | - | - | - | - | ||||||||||||||||||||||||
| Common-control reorganization / parent capital structure, Oct 23 | 4,901 | 4,999 | 9,900 | (108,505 | ) | 108,505 | - | - | - | |||||||||||||||||||||||
| SEALSQ equity contribution, Nov 19 | 435 | 435 | 870 | - | 10,000,000 | - | - | 10,000,000 | ||||||||||||||||||||||||
| Equity contribution Swiss 1% Duty, Nov 19 | - | - | - | - | (101,599 | ) | - | - | (101,599 | ) | ||||||||||||||||||||||
| Comprehensive loss | - | - | - | - | - | (3,237,546 | ) | 1,888 | (3,235,659 | ) | ||||||||||||||||||||||
| As of December 31, 2025 | 5,436 | 5,434 | 10,870 | - | 10,006,906 | (3,705,189 | ) | (1,392 | ) | 6,300,324 | ||||||||||||||||||||||
| Comprehensive loss | - | - | - | - | - | (2,896,156 | ) | (23,355 | ) | (2,919,512 | ) | |||||||||||||||||||||
| As of June 30, 2026 | 5,436 | 5,434 | 10,870 | - | 10,006,906 | (6,601,346 | ) | (24,748 | ) | 3,380,813 | ||||||||||||||||||||||
The October 23, 2025 transaction represents a common control transfer recorded at historical carrying value.
The November 19, 2025 transaction represents an equity contribution from SEALSQ Corp.
The accompanying notes are an integral part of these financial statements.
F-4
4. Condensed Consolidated Statements of Cash Flows
| USD | Unaudited 6 months ended June 30, 2026 | Unaudited 6 months ended June 30, 2025 | ||||||
| Cash Flows from operating activities: | ||||||||
| Net loss | (2,896,156 | ) | (818,403 | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Amortization expense | 286,993 | 37,378 | ||||||
| Unrealized and non-cash foreign currency transactions | 2,496 | (72,698 | ) | |||||
| Changes in operating assets and liabilities | ||||||||
| Decrease (increase) in receivables | 1,377 | (133,465 | ) | |||||
| Decrease (increase) in total prepaid expenses | 26,039 | (1,597,301 | ) | |||||
| Decrease (increase) in other current assets and notes receivable, net | (19,012 | ) | (115,971 | ) | ||||
| Increase (decrease) in accounts payable and other current liabilities | (77,734 | ) | 9,491 | |||||
| Net cash provided by (used in) operating activities | (2,675,998 | ) | (2,690,969 | ) | ||||
| Cash Flows from investing activities: | ||||||||
| Investment in FOSSA | (1,242,034 | ) | ||||||
| Advances under Notes Receivables | (150,000 | ) | ||||||
| Net cash provided by (used in) investing activities | (1,392,034 | ) | - | |||||
| Cash Flows from financing activities: | ||||||||
| Increase in indebtedness to related parties | 1,633,802 | 2,590,597 | ||||||
| Net cash provided by (used in) financing activities | 1,633,802 | 2,590,597 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (25,851 | ) | 22,937 | |||||
| Cash and cash equivalents | ||||||||
| Net decrease during the period | (2,460,080 | ) | (77,434 | ) | ||||
| Balance, beginning of period | 9,647,816 | 180,328 | ||||||
| Balance, end of period | 7,187,735 | 102,894 | ||||||
The accompanying notes are an integral part of these financial statements.
F-5
5. Notes to the Condensed Consolidated Financial Statements
Note 1. Organization and business description
WISeSat.Space Corp. (“WISeSat Corp” or the “Company”) was incorporated in the British Virgin Islands on June 17, 2025, and had 100 Ordinary Shares issued and outstanding upon incorporation, each with no par value. The Company is a holding company within the WISeKey group. Through its wholly owned subsidiary WISeSat.Space AG (“WISeSat AG”), the Company is developing secure satellite infrastructure and related space-based services intended to support trusted communications, digital identity, data exchange and other security-sensitive applications.
On October 23, 2025, WISeKey International Holding AG (“WISeKey”) contributed all of the issued shares of WISeSat AG, a Swiss company, to the Company, in exchange for 4,999 Class F Shares and 4,901 Ordinary Shares of the Company, each at no par value. The contribution was recorded at WISeKey’s historical carrying value of CHF 100,000, i.e. USD 108,505. As a result, from that date, WISeSat AG became a wholly owned subsidiary of the Company.
On November 19, 2025, SEALSQ Corp. (“SEALSQ”) subscribed for 435 Ordinary Shares and 435 Class F Shares of the Company, each with no par value, for total cash consideration of USD 10,000,000. As the Company did not maintain a bank account at that date, the proceeds were remitted directly to WISeSat AG on the Company’s behalf and used to fund WISeSat AG’s operations. In the consolidated financial statements, the SEALSQ subscription is presented as an equity contribution, and all balances and transactions between WISeSat Corp and WISeSat AG have been eliminated in consolidation.
WISeSat.Space Iberica S.L. (“WISeSat Iberica”) was incorporated in Spain on October 5, 2025, as a wholly owned subsidiary of WISeSat AG, with share capital of EUR 3,000. During the six months ended June 30, 2026, its principal activity was to hold the Company’s strategic equity investment in FOSSA Systems, S.L.
Subsequent to June 30, 2026, the business combination involving the Company, WISeSat.Space Holdings Corp. (“Pubco”) and Columbus Acquisition Corp. (“CAC”) was completed on October 1, 2026. As a result, the Company became a wholly owned subsidiary of Pubco. See Note 27, Subsequent events.
Note 2. Going concern
The Company has incurred operating losses since inception and expects that it may continue to incur losses while developing its business and operations. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the ordinary course of business.
For the six months ended June 30, 2026 and 2025, the Company incurred operating losses of USD 2,908,298 and USD 893,275, respectively. As of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of USD 7,187,735 and USD 9,647,816respectively, and positive working capital of USD 7,463,124 and USD 9,705,253 respectively, both calculated as the difference between current assets and current liabilities. Historically, the business has relied on financing and support from WISeKey group entities to fund its operations. The USD 10,000,000 equity contribution received from SEALSQ in November 2025 continued to fund the Company’s operations during the six months ended June 30, 2026.
Management has evaluated whether conditions and events raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued. Based on the Company’s cash position, positive working capital as of June 30, 2026, and Management’s expectation that related-party financial support will continue to be available as needed, Management concluded that the going concern basis of presentation is appropriate. Such support has historically been provided by WISeKey group entities; however, unless otherwise agreed in writing, future support remains subject to the relevant related party’s approval at the time such support is required.
Note 3. Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), as set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).
The condensed consolidated financial statements include the accounts of WISeSat Corp., WISeSat AG and WISeSat Iberica. All intercompany balances and transactions between consolidated entities have been eliminated in consolidation.
WISeSat AG represents the predecessor operating business for periods prior to the October 23, 2025 common-control reorganization. The transfer of WISeSat AG to the Company was accounted for as a transaction between entities under common control and recorded at historical carrying value. No acquisition accounting, fair value step-up, goodwill or purchase price allocation was recorded.
F-6
The comparative financial information for the six months ended June 30, 2025 reflects the historical financial information of WISeSat AG as predecessor.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025.
The interim-period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the audited consolidated financial statements as of December 31, 2025 have been applied consistently in these unaudited condensed consolidated financial statements, except where specifically disclosed.
In Management’s opinion, all adjustments considered necessary for a fair statement of the results for the interim periods have been included. These unaudited condensed consolidated financial statements include a description of the nature and amount of material adjustments other than normal recurring adjustments where applicable.
All amounts are presented in United States dollars (“USD”), unless otherwise stated.
Note 4. Summary of significant accounting policies
Fiscal Year
The Company’s fiscal year ends on December 31.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires Management to make certain estimates, judgments and assumptions. We believe these estimates, judgements and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented.
To the extent there are differences between these estimates, judgments or assumptions and the actual results, our financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require Management’s judgment in its application.
Foreign Currency
The consolidated financial statements are presented in USD. WISeSat Corp’s functional currency is USD. WISeSat AG’s functional currency is Swiss francs (“CHF”). WISeSat Iberica’s functional currency is Euro (“EUR”). Assets and liabilities of WISeSat AG and WISeSat Iberica are translated into USD at the exchange rate in effect at the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the period. Translation adjustments are recorded in accumulated other comprehensive income / (loss). Transactions denominated in currencies other than the relevant entity’s functional currency are remeasured into the functional currency, with resulting gains and losses recognized in earnings.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on deposit and other highly liquid investments with original maturities of three months or less at the date of purchase. The carrying amount approximates fair value because of the short-term nature of these instruments.
Accounts receivable, amounts owed by related parties and allowance for credit losses
Receivables represent rights to consideration that are unconditional and consist of amounts billed and currently due from customers or related parties. The Company evaluates expected credit losses based on the nature of the counterparty, historical experience and available current information. Amounts are written off when Management determines they are uncollectible.
As of June 30, 2026 and December 31, 2025, amounts owed by related parties were presented separately within current assets.
F-7
Notes receivable
The Company reported USD 150,000 of notes receivable, current, as of June 30, 2026. There were no notes receivable outstanding as of December 31, 2025. Notes receivable are recorded at their principal amount and are evaluated under the Company’s existing expected-credit-loss framework for receivables. Contractual settlement features are considered in classification and disclosure. The USD 150,000 balance as of June 30, 2026 relates to working-capital loans to Columbus Acquisition Corp. (“CAC”) under the Business Combination Agreement (“BCA”), as described in Note 9.
Revenue Recognition
The Company’s policy is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:
| - | Step 1: Identify the contract(s) with a customer. | |
| - | Step 2: Identify the performance obligations in the contract. | |
| - | Step 3: Determine the transaction price. | |
| - | Step 4: Allocate the transaction price to the performance obligations in the contract. | |
| - | Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation |
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. If a standalone price is not observable, we use estimates.
The Company recognizes revenue when it satisfies a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a prorata temporis basis as most of the services provided by the Company relate to a set performance period.
If the Company determines that the performance obligation is not satisfied, it will defer recognition of revenue until it is satisfied.
We present revenue net of sales taxes and any similar assessments.
The Company delivers products and records revenue pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract.
Prepaid expenses
Prepaid expenses primarily include satellite-related costs and launch-related costs and other amounts paid in advance. Satellite- and launch-related costs are classified as prepaid expenses until the related launch services are performed or the related benefit is otherwise consumed.
Property, plant and equipment
The Company had no capitalised property, plant and equipment as of June 30, 2026 and December 31, 2025. The Company capitalizes qualifying equipment expenditures in accordance with its capitalization policy. Expenditures that do not meet the capitalization criteria are expensed as incurred.
F-8
Investments
Equity investments in privately held companies that do not have a readily determinable fair value and over which the Company does not exercise significant influence are accounted for under ASC 321 using the measurement alternative. Such investments are measured at cost, less impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer.
Research and Development and Software Development Costs
All research and development costs and software development costs are expensed as incurred.
Income Taxes
The Company accounts for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, and for tax loss carry-forwards. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that such assets will not be realized.
Loss per Share
Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the effect of potentially dilutive instruments unless their effect would be anti-dilutive.
Segment Reporting
The Company operates as a single operating and reportable segment: space and satellite technology services, described in Note 24. Our Chief Operating Decision Maker, who is also our Chief Executive Officer, regularly reviews information related to our single operating segment for purposes of allocating resources and assessing budgets and performance.
Note 5. Recent Accounting Pronouncements
Accounting standard adopted in the prior year:
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.
Summary: The intent of this standard is to enhance the decision usefulness of income tax disclosures. The standard applies to all entities subject to ASC Topic 740, Income Taxes. In addition, entities will be required to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes. They will also disclose the amount of income taxes paid (net of refunds) disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The standard also outlines additional disclosure requirements for all entities and specific updates for public business entities.
Effective Date: ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 in 2025. There was no impact on the Company’s results upon adoption of the standard.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This update clarifies the accounting treatment for certain settlements of convertible debt instruments that do not occur under the instruments’ preexisting terms.
F-9
Summary: The update introduces a “preexisting contract approach” to determine whether an inducement offer should be accounted for as an induced conversion. Under this approach, an inducement offer is considered to preserve the form and amount of consideration if it provides the debt holder with at least the same consideration as the original conversion terms of the instrument. The assessment is based on the terms as they existed one year before the offer acceptance date, especially if the instrument was modified within that period. Additionally, the ASU clarifies that induced conversion accounting applies to convertible debt instruments within the scope of Subtopic 470-20 that are not currently convertible, provided the instrument contained a substantive conversion feature at both its issuance date and the inducement offer acceptance date.
Effective Date: ASU 2024-04 is effective for public business entities for fiscal years beginning after December 15, 2025. As of January 1, 2026, the Company adopted ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20). The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements.
New FASB Accounting Standards not yet adopted or applied:
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to provide more detailed disclosures about specific expense categories in their financial statement notes, enhancing transparency for investors.
Summary: Entities are required to disaggregate certain expense captions presented on the income statement into the following natural expense categories, such as purchases of Inventory, Employee compensation, Depreciation and Intangible Asset Amortization. These disaggregated expenses must be presented in a tabular format within the notes to the financial statements for both annual and interim reporting periods. Additionally, entities are required to disclose the total amount of selling expenses and provide their definition.
Effective Date: ASU 2024-03 is effective for annual reporting periods for public business entities for fiscal years beginning after December 15, 2026, and for interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.
The Company expects to adopt the guidance when effective. The amendments are disclosure-related and are not expected to affect the Company’s consolidated financial position, results of operations or cash flows. Management is evaluating the additional disclosure requirements and any related changes to its financial reporting processes and controls.
Note 6. Concentration of credit risks and major customers
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and amounts owed by related parties. Cash is held with financial institutions that Management believes are creditworthy.
The Company recorded no revenue during the six months ended June 30, 2026. For the six months ended June 30, 2025, 100% of the Company’s revenue was derived from counterparties associated with the Swiss Government and its related agencies and consisted of two engineering contract customers: RUAG, a defense-related entity owned by the Swiss Confederation, which accounted for USD 125,953 of revenue, and armasuisse, the Swiss Confederation’s procurement agency for defense and security, which accounted for USD 27,772 of revenue. See Note 19 for Revenue Disaggregation.
F-10
As of June 30, 2026, the Company reported USD 61,431 of amounts owed by related parties, all of which was due from WISeKey SA. As of December 31, 2025, amounts owed by related parties were USD 62,808. See Note 26.
| Revenue concentration (% of total net sales) | Receivables concentration (% of total accounts receivable) | |||||||||||||||
| 6 months ended June 30, | As of June 30 | As of Dec 31 | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Government-related procurement agencies | n/a | 100 | % | n/a | n/a | |||||||||||
| Related-party receivables | n/a | n/a | 100 | % | 100 | % | ||||||||||
Note 7. Fair value measurements
For the financial instruments presented in the table below, the carrying amounts approximate fair value because of their short-term nature or because Management believes the stated amounts reasonably approximate amounts that would be realized in a current transaction.
ASC 820 establishes a three-tier fair value hierarchy for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices in active markets; | |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and | |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
| As of June 30, 2026 | As of December 31, 2025 | |||||||||||||||||||||||
| USD | Carrying amount | Fair value | Carrying amount | Fair value | Fair value level | Note ref. | ||||||||||||||||||
| Carrying amounts and estimated fair values of financial instruments | ||||||||||||||||||||||||
| Amounts owed by related parties | 61,431 | 61,431 | 62,808 | 62,808 | 3 | 9 | ||||||||||||||||||
| Notes receivable, current | 150,000 | 150,000 | - | - | 3 | 9 | ||||||||||||||||||
| Accounts payable | 483,031 | 483,031 | 559,094 | 559,094 | 3 | 13 | ||||||||||||||||||
| Indebtedness to related parties, noncurrent | 6,152,494 | 6,152,494 | 4,518,692 | 4,518,692 | 3 | 15 | ||||||||||||||||||
F-11
Note 8. Cash and cash equivalents
Cash and cash equivalents consisted of cash on deposit with financial institutions and amounted to USD 7,187,735 as of June 30, 2026 and USD 9,647,816 as of December 31, 2025. The USD 3,543 amount that had been restricted at December 31, 2025 in connection with the EUR 3,000 capital contribution for WISeSat Space Iberica S.L. was reclassified during 2026 following finalization of the incorporation accounting. The carrying amount of cash and cash equivalents approximates fair value.
No cash was restricted as of June 30, 2026.
Note 9. Amounts owed by related parties and notes receivable
Amounts owed by related parties, current, consisted of balances due from WISeKey SA. Their balances approximate fair value because of their short-term nature or because Management believes the stated amounts reasonably approximate amounts that would be realized in a current transaction.
The receivable balances from WISeKey SA as of June 30, 2026 and December 31, 2025 relate primarily to amounts collected by WISeKey SA on behalf of the Company in connection with work performed by WISeSat AG for armasuisse in 2023, before the relevant customer contract was amended to reflect WISeSat AG as the contracting party.
No management-service expenses were charged by WISeKey SA to the Company during the 6 months ended June 30, 2026 and 2025. No interest is charged on intercompany payable or receivable balances.
| USD | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Amounts owed by related parties, current | 61,431 | 62,808 | ||||||
| Notes receivable, current | 150,000 | - | ||||||
| Total amounts owed by related parties and notes receivable | 211,431 | 62,808 | ||||||
The notes receivable balance of USD 150,000 represented six Extension Payments of USD 25,000 paid before June 30, 2026 by the Company in connection with CAC’s extensions under the BCA. As of June 30, 2026, five of these payments, totaling USD 125,000, were evidenced by Target Extension Notes. The remaining USD 25,000 Extension Payment was paid before June 30, 2026, and the corresponding Target Extension Note was formalized in July 2026. The Target Extension Notes are non-interest-bearing.
Under Section 8.19 of the BCA, the Company and the Sponsor each fund 50% of the Extension Payments, and the Company’s payments are deemed working-capital loans to CAC and included in the Company Note. Upon consummation of the Business Combination, the Company Note is to be settled at Closing in accordance with the terms of the BCA and the Company Note.
Note 10. Prepaid Expenses
Prepaid expenses consisted primarily of satellite costs and other amounts paid in advance. Satellite-related costs, including launch-related costs, are recorded as prepaid expenses until the related services are performed, successful launch and early orbit phase (“LEOP”) confirmation is received where applicable, or the related benefit is otherwise consumed.
As of June 30, 2026, prepaid expenses were classified between current and non-current based on the expected timing of consumption of the related benefits. The non-current portion is expected to be consumed beyond twelve months after the balance sheet date.
These balances are prepaid satellite service and other costs that are not considered costs to obtain or fulfill a customer contract.
| USD | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Satellite costs (2027+) | 828,149 | 1,113,763 | ||||||
| Subtotal prepaid, non-current | 828,149 | 1,113,763 | ||||||
| Satellite costs (2026) | 502,664 | 530,040 | ||||||
| Other prepaid expenses | 1,853 | 1,894 | ||||||
| Subtotal prepaid, current | 504,516 | 531,934 | ||||||
| Total prepaid expenses | 1,332,665 | 1,645,697 | ||||||
F-12
| Amortization schedule | Period ended June 30, 2026 | Period ended June 30, 2025 | ||||||
| FOSSA satellites right-of-use prepayment amortization (48 months) | 163,482 | 37,378 | ||||||
| Astrocast satellites right-of-use prepayment amortization (18 months) | 123,511 | - | ||||||
| Total prepayment amortization | 286,993 | 37,378 | ||||||
| Impairment losses recognized | - | - | ||||||
FOSSA satellite-related prepayments are amortized over 48 months once the Company has received confirmation of successful launch and early orbit phase (“LEOP”) completion for the relevant satellite. Amounts relating to satellites for which successful LEOP confirmation has not been received, or to ground infrastructure that is not yet operational, remain recorded as prepaid expenses.
During the six months ended June 30, 2026 and 2025, the Company recognized USD 286,993 and USD 37,378, respectively, of amortization related to FOSSA and Astrocast satellite prepayments. No impairment losses were recognized during the six months ended June 30, 2026 or 2025.
Note 11. Other current assets
Other current assets consisted primarily of value-added tax receivables.
| USD | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Value-Added Tax Receivable | 142,400 | 123,387 | ||||||
| Total other current assets | 142,400 | 123,387 | ||||||
Note 12. Investment in FOSSA
The Company’s investment in FOSSA Systems, S.L. consisted of the following:
| USD | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Investment in FOSSA | 1,242,034 | - | ||||||
| Total investment in FOSSA | 1,242,034 | - | ||||||
During the six months ended June 30, 2026, WISeSat Iberica subscribed for 18,052 Series B1A shares of FOSSA Systems, S.L. for an aggregate consideration of EUR 1,087,633, representing approximately 2.72% of FOSSA’s outstanding shares following Closing. WISeSat has no contractual right under the shareholders’ agreement to appoint a FOSSA director or board observer. The investment is accounted for under ASC 321 using the measurement alternative and had a carrying amount of USD 1,242,034 as of June 30, 2026. The Company identified no impairment indicators or observable price changes in identical or similar FOSSA securities requiring an adjustment through June 30, 2026.
Note 13. Accounts payable and accrued liabilities
As of December 31, 2025 accounts payable consisted primarily of trade creditors and accrued professional fees and other liabilities, including costs incurred in connection with the proposed Nasdaq listing and related corporate transactions.
| USD | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Trade creditors | 198,050 | 482,555 | ||||||
| Accrued liabilities | 284,981 | 76,538 | ||||||
| Total accounts payable | 483,031 | 559,094 | ||||||
The decrease in trade creditors primarily reflects the payment during the six months ended June 30, 2026 of approximately USD 402,633 of amounts due to U.S. securities counsel and the EDGAR filing agent in connection with the proposed Nasdaq listing. This decrease was partially offset by an increase in accrued professional fees for services incurred but not yet invoiced as of June 30, 2026.
F-13
Note 14. Other current liabilities
As of June 30, 2026, other current liabilities include USD 99,371 relating to the Swiss issuance stamp duty recognized in connection with the November 2025 SEALSQ equity contribution. The liability remained outstanding in WISeSat Corp’s accrued-liabilities account at June 30, 2026. It also included an employee reimbursement payable of USD 557.
| USD | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Swiss issuance stamp duty payable (CHF 80,455) | 99,371 | 101,599 | ||||||
| Employees current liabilities | 557 | - | ||||||
| Total other current liabilities | 99,928 | 101,599 | ||||||
The stamp duty is payable to the Swiss tax authorities and is expected to be settled in the following period.
Note 15. Indebtedness to related parties, noncurrent
The Company has historically relied on financing and support from WISeKey group entities.
As of June 30, 2026 and December 31, 2025, indebtedness to related parties was USD 6,152,494 and USD 4,518,692, respectively, and consisted of amounts due to WISeKey International Holding AG, primarily relating to financing support, recharged management services and shared corporate costs.
These related-party balances are non-interest-bearing and do not have stated maturity dates. There are currently no formal loan agreements, stated interest terms or repayment schedules in place with WISeKey International Holding AG. Management believes that the carrying amount of these balances approximates fair value and that any difference arising from discounting would not be material to the financial statements.
The balances are classified as non-current because Management does not expect settlement to be required within twelve months from the balance sheet date, based on the historical funding pattern within the WISeKey group and Management’s current expectations regarding the Company’s financing plan.
Note 16. Shareholders’ equity
As of June 30, 2026 and December 31, 2025, the Company’s authorized share capital consisted of 30,000 Ordinary Shares and 20,000 Class F Shares, each with no par value. On both dates, 5,436 Ordinary Shares and 5,434 Class F Shares were issued and outstanding.
On October 23, 2025, WISeKey contributed all of the issued and outstanding shares of WISeSat AG to the Company in exchange for 4,999 Class F Shares and 4,901 Ordinary Shares of the Company, each with no par value. The transaction was accounted for as a common-control reorganization at historical carrying value.
On November 19, 2025, SEALSQ subscribed for 435 Ordinary Shares and 435 Class F Shares of the Company, each with no par value, for total cash consideration of USD 10,000,000.
The Ordinary Shares and Class F Shares are both no-par-value shares of WISeSat Corp. Each Ordinary Share confers the right to attend shareholder meetings, one vote per Ordinary Share on shareholder resolutions, an equal share in dividends paid by the Company and an equal share in any distribution of surplus assets of the Company.
Each Class F Share confers the right to attend shareholder meetings and carries enhanced voting rights such that the holders of Class F Shares are entitled, in aggregate, to 49.9999% of the voting power of all shares entitled to vote on a matter, or, where the total voting power of the Class F Shares would otherwise be lower, ten times the voting power of an Ordinary Share. Class F Shares also carry an equal right to dividends and surplus asset distributions with each other share. Class F Shares are non-transferable and are subject to mandatory redemption upon a change of control of a corporate holder, with the holder entitled to receive Ordinary Shares on a one-for-one basis for the Class F Shares redeemed, in accordance with the Company’s memorandum and articles of association.
F-14
| WISeSat Corp. share capital and predecessor share capital | As of June 30, 2026 | As of December 31, 2025 | ||||||
| Common shares, predecessor | ||||||||
| Par value per share (in CHF) | - | - | ||||||
| Share capital (in USD) | - | - | ||||||
| Total number of authorized shares | - | - | ||||||
| Total number of fully paid-in issued shares | - | - | ||||||
| Total number of fully paid-in outstanding shares | - | - | ||||||
| Ordinary Shares | ||||||||
| Par value per share (in USD) | - | - | ||||||
| Share capital (in USD) | - | - | ||||||
| Total number of authorized shares | 30,000 | 30,000 | ||||||
| Total number of fully paid-in issued shares | 5,436 | 5,436 | ||||||
| Total number of fully paid-in outstanding shares | 5,436 | 5,436 | ||||||
| Class F Shares | ||||||||
| Par value per share (in USD) | - | - | ||||||
| Share capital (in USD) | - | - | ||||||
| Total number of authorized shares | 20,000 | 20,000 | ||||||
| Total number of fully paid-in issued shares | 5,434 | 5,434 | ||||||
| Total number of fully paid-in outstanding shares | 5,434 | 5,434 | ||||||
Note 17. Additional paid-in capital
Additional paid-in capital consists of USD 108,505 recorded in connection with the October 23, 2025 common-control contribution of WISeSat AG to the Company and the November 19, 2025 SEALSQ equity contribution, net of equity issuance costs.
On October 23, 2025, WISeKey contributed all of the issued and outstanding shares of WISeSat AG to the Company in exchange for 4,999 Class F Shares and 4,901 Ordinary Shares of the Company, each with no par value. The contribution was recorded at WISeKey’s historical carrying value of USD 108,505.
On November 19, 2025, SEALSQ subscribed for 435 Ordinary Shares and 435 Class F Shares of the Company, each with no par value, for total cash consideration of USD 10,000,000. The related Swiss issuance stamp duty of CHF 80,455 was recorded as a reduction of additional paid-in capital in 2025.
This stamp duty remains outstanding within Other current liabilities as of June 30, 2026.
F-15
No additional equity contribution was recorded during the six months ended June 30, 2026.
Additional paid-in capital as of June 30, 2026 and December 31, 2025 was USD 10,006,906, calculated as follows:
| WISeSat Corp. Additional Paid-In Capital | As of June 30, 2026 | As of December 31, 2025 | ||||||
| Historical carrying value of WISeSat AG contribution | 108,505 | 108,505 | ||||||
| Gross SEALSQ equity contribution | 10,000,000 | 10,000,000 | ||||||
| Less: Swiss issuance stamp duty recorded as equity issuance cost | (101,599 | ) | (101,599 | ) | ||||
| Total Additional Paid-In Capital | 10,006,906 | 10,006,906 | ||||||
Note 18. Accumulated other comprehensive income / (loss)
Accumulated other comprehensive income / (loss) consists solely of foreign currency translation adjustments arising from the translation of the Company’s non-USD functional-currency financial information including CHF and EUR into USD reporting currency.
No income tax expense or benefit was allocated to other comprehensive income / (loss) during the periods presented.
| USD | ||||||||
| Accumulated other comprehensive income As of December 31, 2023, predecessor | 2,395 | |||||||
| Total net foreign currency translation adjustments | (5,675 | ) | ||||||
| Total other comprehensive loss, net | (5,675 | ) | ||||||
| Accumulated other comprehensive loss As of December 31, 2024, predecessor | (3,280 | ) | ||||||
| Total net foreign currency translation adjustments | 1,888 | |||||||
| Total other comprehensive income, net | 1,888 | |||||||
| Accumulated other comprehensive loss As of December 31, 2025 | (1,392 | ) | ||||||
| Total net foreign currency translation adjustments | (23,355 | ) | ||||||
| Total other comprehensive loss, net | (23,355 | ) | ||||||
| Accumulated other comprehensive loss As of June 30, 2026 | (24,748 | ) |
Note 19. Revenue
Nature of goods and services
The Company recorded no revenue during the six months ended June 30, 2026. During the six months ended June 30, 2025, revenue was derived from funded research, engineering and related services in the space and satellite technology field. Revenue is generally recognized at a point in time upon customer acceptance of a deliverable or achievement of a contractual milestone, or over time where the underlying arrangement is satisfied over a defined service period.
For the six months ended June 30, 2025, 100% of the Company’s revenue was derived from counterparties associated with the Swiss Government and its related agencies, and consisted of two engineering contract customers: RUAG, a defense-related entity owned by the Swiss Confederation, which accounted for USD 125,953 of revenue, and armasuisse, the Swiss Confederation’s procurement agency for defense and security, which accounted for USD 27,772 of revenue.
The Company had no contract assets, deferred revenue or contract liabilities as of June 30, 2026 or December 31, 2025.
F-16
Disaggregation of revenue
The following table shows the Company’s revenues disaggregated by product or service type:
| Disaggregation of revenue for the six months ended June 30 | Typical | At one point in time | over | time | Total | |||||||||||||||||||||
| USD | payment | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Space and Satellite Technology Services Segment | ||||||||||||||||||||||||||
| Research Projects | Upon completion / milestone | - | 125,953 | - | - | - | 125,953 | |||||||||||||||||||
| Training / funded service activities | Over service period / delivery | - | - | - | 27,772 | - | 27,772 | |||||||||||||||||||
| Total Space Segment | - | 125,953 | - | 27,772 | - | 153,725 | ||||||||||||||||||||
| Total Revenue | - | 125,953 | - | 27,772 | - | 153,725 | ||||||||||||||||||||
For the six months ended June 30, 2026 and 2025, the Company recorded no revenues related to performance obligations satisfied in prior periods.
The following table shows the Company’s revenues disaggregated by geography, based on our customers’ billing addresses:
| Net sales by region | Unaudited 6 months ended June 30, | Unaudited 6 months ended June 30, | ||||||
| USD | 2026 | 2025 | ||||||
| Space and satellite technology services segment | ||||||||
| Switzerland | - | 153,725 | ||||||
| Total Space and satellite technology services revenue | - | 153,725 | ||||||
| Total Net sales | - | 153,725 | ||||||
Note 20. Operating expenses
Operating expenses consisted primarily of direct employee costs, satellite-related utilization rights, professional services, costs incurred in connection with the proposed Nasdaq listing and related corporate transactions, and related-party charges from WISeKey International Holding AG for headquarters and shared corporate services.
Operating expenses are presented in the statement of comprehensive income / (loss) by function. The functional classification of operating expenses was determined using a layered allocation approach.
| ● | Discretionary costs directly identifiable to a function were charged to that function. | |
| ● | WISeSat-specific personnel costs were allocated based on underlying people-cost data. | |
| ● | The residual headquarters allocation was split 85% to selling and marketing and 15% to general and administrative expenses. The selling and marketing allocation reflects executive, business development, commercial positioning and market-development support provided to WISeSat. The general and administrative allocation reflects finance, legal, and administrative support provided to WISeSat. |
F-17
Operating expenses consisted of the following:
| Unaudited 6 months ended June 30, | Unaudited 6 months ended June 30, | |||||||
| USD | 2026 | 2025 | ||||||
| Professional Services | 1,044,342 | 25,803 | ||||||
| Satellite-related Utilization Rights | 286,993 | 37,378 | ||||||
| Other Discretionary Expenses | 32,636 | 8,568 | ||||||
| WISeSat Direct People Costs (G&A, S&M, R&D) | 803,433 | 335,180 | ||||||
| HQ Allocations from Group (G&A, S&M, R&D) incl. 10% mark-up | 740,893 | 640,071 | ||||||
| Total operating expenses | 2,908,298 | 1,047,000 | ||||||
Directly attributable R&D costs primarily included satellite-related utilization rights, travel, training and computer hardware / software costs. Directly attributable S&M costs consisted primarily of marketing and advertising costs. Directly attributable G&A costs included professional services, administrative taxes, office expenses, and costs incurred in connection with the proposed Nasdaq listing.
The headquarters allocation was not based on formal time-writing records, project codes or a systematic activity-based time allocation process. Management believes the allocation methodology used is reasonable in the circumstances because it separates directly identifiable costs and WISeSat-specific people costs from the residual headquarters allocation. However, the allocated costs may not be indicative of the costs that WISeSat would have incurred had it operated as a standalone public company.
Note 21. Non-operating income
Non-operating income consisted primarily of foreign exchange gains.
| Unaudited 6 months ended June 30, | Unaudited 6 months ended June 30, | |||||||
| USD | 2026 | 2025 | ||||||
| Foreign exchange gain, net | 22,871 | 76,638 | ||||||
| Total non-operating income | 22,871 | 76,638 | ||||||
Note 22. Non-operating expenses
Non-operating expenses consisted primarily of foreign exchange losses and financial charges.
| Unaudited 6 months ended June 30, | Unaudited 6 months ended June 30, | |||||||
| USD | 2026 | 2025 | ||||||
| Foreign exchange losses, net | 10,198 | 1,627 | ||||||
| Financial charges | 532 | 140 | ||||||
| Total non-operating expenses | 10,730 | 1,766 | ||||||
F-18
Note 23. Income taxes and loss carry-forwards
The Company has historically been subject to income taxation in Switzerland. Following inclusion of WISeSat Iberica in the consolidation perimeter, the Group may also be subject to taxation in Spain. Substantially all of the loss before income tax for the six months ended June 30, 2026 was attributable to Switzerland. Deferred tax assets and liabilities are recognized for temporary differences and tax loss carry-forwards in accordance with ASC 740.
The operating loss carry-forward amounts disclosed in this note reflect tax loss carry-forwards determined under Swiss tax rules.
The following table summarizes income / (loss) before income taxes by jurisdiction:
| Loss | Unaudited 6 months ended June 30, | Unaudited 6 months ended June 30, | ||||||
| USD | 2026 | 2025 | ||||||
| Switzerland | (2,896,156 | ) | (818,403 | ) | ||||
| Foreign | - | - | ||||||
| Loss before income tax | (2,896,156 | ) | (818,403 | ) | ||||
The following table summarizes income tax expense / (benefit) by jurisdiction:
| Loss | Unaudited 6 months ended June 30, | Unaudited 6 months ended June 30, | ||||||
| USD | 2026 | 2025 | ||||||
| Current | ||||||||
| Switzerland | - | - | ||||||
| Foreign | - | - | ||||||
| Deferred | ||||||||
| Switzerland | - | - | ||||||
| Foreign | - | - | ||||||
| Income tax income / (expense) | - | - | ||||||
The difference between the income tax recovery / (expense) at the Swiss Federal statutory income tax rate of 8.5% compared to the Company’s income tax recovery / (expense) as reported is reconciled below.
| Unaudited 6 months ended June 30, | Percentage | Unaudited 6 months ended June 30, | ||||||||||
| USD | 2026 | in 2026 | 2025 | |||||||||
| Net loss before income tax | (2,896,156 | ) | (818,403 | ) | ||||||||
| Statutory tax rate | 8.5 | % | 8.5 | % | 8.5 | % | ||||||
| Expected income tax recovery | 246,173 | 8.5 | % | 69,564 | ||||||||
| Change in valuation allowance | (246,173 | ) | (8.5 | )% | (69,564 | ) | ||||||
| Permanent differences | - | - | - | |||||||||
| Change of tax loss carryforwards | - | - | - | |||||||||
| Income tax (expense) / recovery | - | - | - | |||||||||
The Company assesses the recoverability of its deferred tax assets and, to the extent recoverability does not satisfy the “more likely than not” recognition criterion under ASC 740, records a valuation allowance against its deferred tax assets. The Company considered its recent operating results and anticipated future taxable income in assessing the need for its valuation allowance.
F-19
The Company’s deferred tax assets and liabilities consist of the following:
Deferred tax assets and liabilities
| As of | ||||||||
| USD | June 30, 2026 (unaudited) | December 31, 2025 | ||||||
| Tax loss carry-forwards | 576,781 | 330,607 | ||||||
| Valuation allowance | (576,781 | ) | (330,607 | ) | ||||
| Deferred tax assets / (liabilities) | - | - | ||||||
The tax loss carry-forward amounts disclosed in this note may differ from reported net loss for financial reporting purposes because certain items, including non-deductible taxes and other permanent differences, are treated differently under Swiss tax rules.
As of June 30, 2026, the Company’s operating loss carry-forwards by year of origination were as follows:
Operating Loss Carry-Forward by year of origination
| USD | Switzerland | Total | Expiration date | |||||||
| As of December 31, 2023 | 108,025 | 108,025 | December 31, 2030 | |||||||
| As of December 31, 2024 | 359,255 | 359,255 | December 31, 2031 | |||||||
| As of December 31, 2025 | 3,237,158 | 3,237,158 | December 31, 2032 | |||||||
| Six months ended June 30, 2026 | 2,895,699 | 2,895,699 | December 31, 2033 | |||||||
In Switzerland, operating losses may be carried forward for seven years and may be offset against the taxable profits of a given fiscal year without restriction.
The following tax years remain subject to examination:
| Significant jurisdictions | Open years | |
| Switzerland | 2023 – 2024 - 2025 |
Note 24. Segment reporting
The Company has one operating and reportable segment: space and satellite technology services. The Company’s Chief Operating Decision Maker, who is its Chief Executive Officer, evaluates performance and allocates resources based primarily on revenue and net loss and reviews the significant expense information presented below.
| Space and Satellite Technology Services | Space and Satellite Technology Services | |||||||
| USD | Unaudited six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Revenues from external customers | - | 153,725 | ||||||
| Total segment revenue | - | 153,725 | ||||||
| Less: | ||||||||
| Total operating expenses | (2,908,298 | ) | (1,047,000 | ) | ||||
| Other segment items | 12,141 | 74,872 | ||||||
| Segment net loss | (2,896,156 | ) | (818,403 | ) | ||||
F-20
| As of June 30, 2026 | As of December 31, | |||||||
| Other segment disclosures | (unaudited) | 2025 | ||||||
| Segment assets | 10,116,265 | 11,479,708 | ||||||
| (1) | The significant expense categories and amounts align with the segment-level information that is regularly provided to the Chief Operating Decision Maker. |
Revenue by geography
The following tables summarize geographic information for net sales based on the billing address of the customer.
| Net sales by region | Unaudited 6 months ended June 30, | Unaudited 6 months ended June 30, | ||||||
| USD | 2026 | 2025 | ||||||
| Switzerland | - | 153,725 | ||||||
| Total net sales | - | 153,725 | ||||||
Note 25. Loss per share
Loss per share is presented for the Ordinary Shares and Class F Shares of WISeSat Corp based on the weighted-average number of shares outstanding from their respective issuance dates. Shares issued to WISeKey in connection with the October 23, 2025 common-control reorganization and shares issued to SEALSQ on November 19, 2025 are weighted from their respective issuance dates.
The Ordinary Shares and Class F Shares have equal economic participation rights in earnings, losses, dividends and surplus asset distributions. Accordingly, the allocation of the period loss results in the same basic and diluted loss per share of USD 266.44 for each class for the six months ended June 30, 2026.
| Unaudited 6 months ended June 30, | Unaudited 6 months ended June 30, | |||||||
| Loss per share | 2026 | 2025 | ||||||
| Net loss (USD) | (2,896,156 | ) | (818,403 | ) | ||||
| Effect of potentially dilutive instruments on net loss (USD) | n/a | n/a | ||||||
| Net loss after effect of potentially dilutive instruments (USD) | (2,896,156 | ) | (818,403 | ) | ||||
| Shares used in net loss per share computation: | ||||||||
| Weighted average shares outstanding – basic | n/a | 250,000 | ||||||
| Effect of potentially dilutive equivalent shares | n/a | n/a | ||||||
| Weighted average shares outstanding – diluted | n/a | 250,000 | ||||||
| Net loss per share | ||||||||
| Basic weighted average loss per share (USD) | n/a | (3.27 | ) | |||||
| Diluted weighted average loss per share (USD) | n/a | (3.27 | ) | |||||
| Ordinary Shares used in net loss per share computation: | ||||||||
| Weighted-average Ordinary Shares outstanding — basic | 5,436 | - | ||||||
| Effect of potentially dilutive equivalent shares | n/a | - | ||||||
| Weighted-average Ordinary Shares outstanding — diluted | 5,436 | - | ||||||
| Net loss per share | ||||||||
| Basic weighted average loss per share (USD) | (266.44 | ) | - | |||||
| Diluted weighted average loss per share (USD) | (266.44 | ) | - | |||||
| Class F Shares used in net loss per share computation: | ||||||||
| Weighted-average Class F Shares outstanding — basic | 5,434 | - | ||||||
| Effect of potentially dilutive equivalent shares | n/a | - | ||||||
| Weighted-average Class F Shares outstanding — diluted | 5,434 | - | ||||||
| Net loss per share | ||||||||
| Basic weighted average loss per share (USD) | (266.44 | ) | - | |||||
| Diluted weighted average loss per share (USD) | (266.44 | ) | - | |||||
F-21
For the six months ended June 30, 2026 and 2025, the Company had no dilutive instruments to be considered for the computation of diluted earnings per share.
Note 26. Related party transactions and balances
The Company is part of a group under common control of WISeKey and has historically received financing, administrative support and management services from other entities of the WISeKey group. Related-party expenses charged to the Company primarily relate to personnel and shared corporate costs incurred on the Company’s behalf, including accounting, finance, legal, taxation, business and strategy support, public relations, marketing, risk management, information technology and general management services.
Where costs were specifically identifiable to the Company, they were charged directly. WISeSat-specific personnel costs were allocated based on underlying people-cost data. Residual headquarters and shared corporate costs, including the related 10% mark-up, were allocated based on Management’s assessment of the nature of the support provided, with 85% allocated to selling and marketing and 15% allocated to general and administrative expenses. See Note 20, Operating expenses, for more information.
As of June 30, 2026, the condensed consolidated financial statements include WISeSat Corp, WISeSat AG and WISeSat Iberica. All balances and transactions between consolidated entities have been eliminated on consolidation. WISeKey International Holding AG and SEALSQ Corp are shareholders of WISeSat Corp, and WISeKey International Holding AG remains the ultimate parent. WISeKey SA and SEALSQ Corp are related parties under common control of WISeKey International Holding AG.
The amounts presented in this note reflect the Company’s balances and transactions with related parties outside the consolidated group during the periods presented.
| Receivables As of | Payables As of | Net expenses for the six months ended | Equity contributions for the six months ended | |||||||||||||||||||||||||||||||
| Related Parties | June 30, | December 31, | June 30, | December 31, | June 30, | June 30, | ||||||||||||||||||||||||||||
| (in USD) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| 1 | WISeKey International Holding AG | - | - | 6,152,494 | 4,518,692 | 1,544,326 | 975,251 | - | - | |||||||||||||||||||||||||
| 2 | WISeKey SA | 61,431 | 62,808 | - | - | - | - | - | - | |||||||||||||||||||||||||
| 3 | SEALSQ Corp | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Total | 61,431 | 62,808 | 6,152,494 | 4,518,692 | 1,544,326 | 975,251 | - | - | ||||||||||||||||||||||||||
| 1. | The expenses and payable balances presented above in relation to WISeKey International Holding AG relate primarily to historical financing support, recharged management services and shared corporate costs, including group allocations. These amounts exclude balances between consolidated WISeSat entities, which have been eliminated on consolidation. |
No interest is charged on intercompany payable balances.
| 2. | WISeKey SA is a fellow subsidiary of WISeKey International Holding AG. The receivable balances from WISeKey SA as of June 30, 2026 and December 31, 2025 relate primarily to amounts collected by WISeKey SA on behalf of the Company in connection with work performed by WISeSat AG for armasuisse in 2023, before the relevant customer contract was amended to reflect WISeSat AG as the contracting party. |
No management-service expenses were charged by WISeKey SA to the Company during the six months ended June 30, 2026 and 2025. No interest is charged on intercompany payable or receivable balances.
| 3. | SEALSQ Corp is an affiliate of the Company under common control through WISeKey, and a shareholder. On November 19, 2025, SEALSQ Corp subscribed for 435 Ordinary Shares and 435 Class F Shares of the Company for total cash consideration of USD 10,000,000. The proceeds were made available to WISeSat AG to fund working capital, operations and satellite-related development activities. In these consolidated financial statements, the transaction is presented as an equity contribution from SEALSQ, and any related funding balance between WISeSat Corp and WISeSat AG has been eliminated on consolidation. No additional equity contribution from SEALSQ was recorded during the six months ended June 30, 2026. |
F-22
Note 27. Subsequent events
The Company evaluated subsequent events after June 30, 2026 through October 6, 2026, the date these unaudited condensed consolidated financial statements were available to be issued.
Business combination and related financing
On August 6, 2026, the parties to the Business Combination Agreement entered into a First Amendment to the BCA, which extended the Outside Date for consummation of the Business Combination to October 31, 2026.
Also on August 6, 2026, WISeSat.Space Holdings Corp. (“Pubco”) and CAC entered into a subscription agreement with SEALSQ pursuant to which SEALSQ agreed to invest USD 10,000,000 in Pubco Ordinary Shares contemporaneously with the closing of the Business Combination, at a purchase price equal to the redemption price applicable to CAC’s public shares, subject to the terms and conditions of the subscription agreement.
On August 13, 2026, the U.S. Securities and Exchange Commission declared effective Pubco’s registration statement on Form F-4 relating to the Business Combination. The final proxy statement/prospectus was dated August 19, 2026, and CAC scheduled an extraordinary general meeting of shareholders for September 10, 2026 to consider and vote upon the Business Combination and related proposals.
Between July 1 and September 30, 2026, the Company advanced an additional USD 812,649 to CAC for extension payments and other transaction-related costs, increasing aggregate advances to CAC to USD 962,649.
Following the adjournment of the September 10, 2026 meeting, CAC’s shareholders approved the Business Combination at an extraordinary general meeting held on September 30, 2026. The Business Combination was completed on October 1, 2026. Pubco acquired the outstanding shares of the Company, and Pubco’s merger subsidiary merged with and into CAC, with CAC surviving the merger. As a result, the Company and CAC became wholly owned subsidiaries of Pubco. Pubco’s Ordinary Shares began trading on Nasdaq under the symbol “SAIQ” on October 2, 2026.
The USD 10,000,000 PIPE financing with SEALSQ closed on October 1, 2026, substantially concurrently with the Business Combination. Under the executed PIPE closing letter, the parties acknowledged payment of the subscription amount directly to Pubco or to the Company for the benefit of Pubco.
The executed closing transfer-agent instructions provide for an initial issuance of 926,784 Pubco Ordinary Shares to SEALSQ under the PIPE subscription agreement. The number of PIPE shares is subject to increase to 2,000,000 Pubco Ordinary Shares in total, based on a calculation using the volume-weighted average price for the ten consecutive trading days ending on the 60-day anniversary of Closing, or the next trading day if that anniversary is not a trading day, as provided in the subscription agreement.
In connection with the Business Combination, holders of 2,515,182 CAC public shares exercised their redemption rights for aggregate consideration of USD 27,149,913, leaving 34,967 public shares outstanding. USD 377,448 remaining in CAC’s trust account was allocated to closing payments.
Closing payments totaled USD 2,231,814, comprising USD 377,448 paid from CAC’s trust account and USD 1,854,365 paid directly by the Company. These payments included transaction-related costs and repayment of USD 225,000 of third-party loans.
The closing settlement arrangements provided for settlement of a USD 900,000 working-capital Company Note through approximately 102,857 Pubco Ordinary Shares and a separate USD 225,000 extension-funding Company Note through approximately 25,714 Pubco Ordinary Shares.
The executed closing transfer-agent instructions provided for an aggregate issuance of 128,571 Pubco Ordinary Shares upon conversion of the Company Notes, comprising 118,017 shares to WISeKey and 10,554 shares to SEALSQ.
The arrangements also provided for settlement of USD 609,424 through the forfeiture of 109,028 sponsor shares, comprising USD 225,000 relating to third-party loan repayments at USD 7 per share and USD 384,424 relating to transaction expenses at USD 5 per share. These allocations represented approximately 32,143 and 76,885 shares, respectively.
F-23
Unaudited Condensed Consolidated Financial
Statements
WISeSat.Space Holdings Corp.
As of June 30, 2026 and for the six months then ended
F-24
Consolidated Statements of Comprehensive Income / (Loss) (Unaudited)
| USD | Six months ended June 30, 2026 | Note ref. | ||||||
| Income (loss) before income tax expense | - | |||||||
| Income tax expense | - | |||||||
| Net income (loss) | - | |||||||
| Income (loss) per Ordinary Share | ||||||||
| Basic | - | |||||||
| Diluted | - | |||||||
| Other comprehensive income / (loss), net of tax: | ||||||||
| Foreign currency translation adjustments | - | |||||||
| Other comprehensive income / (loss) | - | |||||||
| Comprehensive income / (loss) | - | |||||||
The accompanying notes are an integral part of these financial statements.
F-25
Consolidated Balance Sheets (Unaudited)
| USD | As at June 30, 2026 |
Note ref. | ||||||
| ASSETS | ||||||||
| TOTAL ASSETS | - | |||||||
| LIABILITIES | ||||||||
| TOTAL LIABILITIES | - | |||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary Shares | - | |||||||
| No par value | ||||||||
| Authorized - 100 shares | ||||||||
| Issued and outstanding – 100 shares | ||||||||
| Additional Paid-In Capital | - | |||||||
| Accumulated deficit | - | |||||||
| Total shareholders’ equity | - | |||||||
| TOTAL LIABILITIES AND EQUITY | - | |||||||
The accompanying notes are an integral part of these financial statements.
F-26
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
| USD | Number of Ordinary Shares | Additional Paid-In Capital | Accumulated deficit | Total equity (deficit) | ||||||||||||
| As of January 1, 2026 | 100 | - | - | - | ||||||||||||
| Comprehensive loss | - | - | - | - | ||||||||||||
| As of June 30, 2026 | 100 | - | - | - | ||||||||||||
The accompanying notes are an integral part of these financial statements
F-27
Statements of Cash Flows (Unaudited)
| USD | Six months ended June 30, 2026 | |||
| Cash Flows from operating activities: | ||||
| Net loss | - | |||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
| Other non-cash expenses /(income) | - | |||
| Unrealized and non-cash foreign currency transactions | - | |||
| Changes in operating assets and liabilities | - | |||
| Increase in total prepaid expenses | - | |||
| Increase in other current assets, net | - | |||
| Increase (decrease) in accounts payable | - | |||
| Net cash provided by (used in) operating activities | - | |||
| Cash Flows from financing activities: | ||||
| Proceeds from issuance of Common Stock | - | |||
| Net cash provided by (used in) financing activities | - | |||
| Effect of exchange rate changes on cash and cash equivalents | - | |||
| Cash and cash equivalents | ||||
| Net increase during the period | - | |||
| Balance, beginning of period | - | |||
| Balance, end of period | - |
The accompanying notes are an integral part of
these financial statements.
F-28
Notes to the Financial Statements (Unaudited)
Note 1. Organisation and Business Description
WISeSat.Space Holdings Corp. (“Pubco”) was incorporated in the British Virgin Islands on October 22, 2025. Pubco is a newly formed holding company with no operating activities and was formed for the purpose of effecting the business combination described below.
On October 22, 2025 (inception), Pubco issued 100 ordinary shares with no par value to Joao Carlos Creus Moreira, an officer of WISeSat.Space Corp., for purposes of the transaction.
Pubco owns 100% of WISeSat Merger Sub Corp. (“Merger Sub”), a Cayman Islands exempted company incorporated on October 28, 2025. Merger Sub was formed solely to effect the merger with Columbus Acquisition Corp. (“CAC”) contemplated by the Business Combination Agreement and had no operating activities during the period.
On November 9, 2025, Pubco entered into a Business Combination Agreement (the “BCA”) by and among the Pubco and Merger Sub, Columbus Acquisition Corp., a Cayman Islands exempted company (together with its successors, “CAC”), WISeSat.Space Corp., a British Virgin Islands business company (the “Company”), and WISeKey International Holding Ltd., a Swiss company (the “Seller”). The contemplated Business Combination is described in Note 4
Note 2. Basis of presentation and going concern
Basis of presentation
The accompanying unaudited condensed consolidated financial statements include Pubco and Merger Sub and are presented in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) applicable to interim financial information and pursuant to the rules and regulations of the SEC. They should be read in conjunction with Pubco’s audited consolidated financial statements for the period from October 22, 2025 (inception) to December 31, 2025. Management considers all adjustments necessary for a fair presentation to have been reflected. There were no transactions or cash activities during the six months ended June 30, 2026. No comparative six-month period is presented because Pubco was incorporated in October 2025. All amounts are expressed in United States Dollars (USD).
Going concern
At June 30, 2026, Pubco had been formed solely for the purpose of completing the Business Combination and had no operating activities. Management expected any required funding prior to completion to be provided by Pubco’s shareholder or entities within the WISeKey group. The Business Combination subsequently closed on October 1, 2026, as described in Note 7. The financial statements have been prepared on a going concern basis.
F-29
Note 3. Summary of significant accounting policies
Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Functional and reporting currency
The financial statements are presented in United States dollars (“USD”), which management has determined to be Pubco’s functional and reporting currency.
Fair value of financial instruments
Pubco had no financial instruments as of June 30, 2026.
Income (loss) per share
Basic and diluted income (loss) per share are computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Pubco had no net income or loss for the six months ended June 30, 2026. The weighted-average number of ordinary shares outstanding was 100.
Recent accounting pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Pubco’s consolidated financial statements.
The authorized number of ordinary shares of the Pubco is 100 shares with no par value. On October 22, 2025 (Inception), the Pubco issued a total of 100 ordinary shares with no par value to Joao Carlos Creus Moreira, an officer of the Company, for purposes of the Transaction.
F-30
Note 4. Business Combination Agreement
On November 9, 2025, Pubco entered into the Business Combination Agreement with CAC, Merger Sub, the Company and WISeKey, as Seller. The contemplated transaction has two principal steps:
| a) | Pubco will acquire all issued and outstanding shares of the Company from the Seller in exchange for newly issued Pubco shares, resulting in the Company becoming a wholly owned subsidiary of Pubco; and |
| b) | Merger Sub will merge with and into CAC, with CAC surviving as a wholly owned subsidiary of Pubco. |
The Business Combination had not been completed as of June 30, 2026. Accordingly, no assets, liabilities, revenues, expenses or equity effects relating to the contemplated Business Combination have been recognized in these financial statements.
Other than the Business Combination Agreement, Pubco had no material commitments or contingencies requiring recognition or disclosure as of June 30, 2026.
Note 5. Related-party transactions
Pubco is party to the Business Combination Agreement with CAC, Merger Sub, the Company and WISeKey. The Company and WISeKey are related parties through the WISeKey group.
During the six months ended June 30, 2026, Pubco had no related-party balances, revenues or expenses. No management fees, transaction costs or other expenses were charged to Pubco by related parties during the period. The original issuance of ordinary shares is described in Note 3.
Note 6. Income taxes
Pubco is incorporated in the British Virgin Islands. Under current British Virgin Islands law, Pubco is not subject to income tax in the British Virgin Islands. As of June 30, 2026, Pubco had no taxable income, deductible expenses, deferred tax assets or deferred tax liabilities. Pubco had no unrecognized tax benefits and no amounts accrued for interest or penalties as of June 30, 2026.
Note 7. Subsequent Events
Pubco evaluated subsequent events after June 30, 2026 through October 5, 2026, the date these unaudited financial statements were available to be issued.
On October 1, 2026, the business combination closed. The Company and CAC became wholly owned subsidiaries of Pubco, and Merger Sub merged with and into CAC. The Company is the accounting acquirer and predecessor, and CAC is the accounting acquiree and does not constitute a business. The transaction is accounted for as a reverse recapitalization, with CAC’s identifiable net assets incorporated at historical carrying amounts and no goodwill or acquisition-accounting step-up. The Company’s historical financial statements continue as those of the combined company.
At closing, SEALSQ subscribed $10 million under the PIPE subscription agreement and initially received 926,784 ordinary shares at the agreed $10.79 subscription price. The agreement provides for potential additional shares under its pricing adjustment provisions. Pubco also issued shares in connection with the exchange of the Company’s shares and settlement of the Company Notes, and CAC securities were converted under the closing arrangements. These October transactions are nonrecognized subsequent events for the June 30, 2026 statements.
F-31
Exhibit 1.1
BRITISH VIRGIN ISLANDS
BVI Business Companies Act 2004
Memorandum of Association
and Articles of Association of
WISeSat.Space Holdings Corp.
A COMPANY LIMITED BY SHARES
Incorporated on 22 October 2025
Amended and Restated on September 30, 2026
ASCENTIUM
(BVI) Limited
Craigmuir Chambers, Road Town, VG1110 Tortola, British Virgin Islands
+1 284 494 2233
+1 284 494 3547
harneysfiduciary.com
TERRITORY OF THE British Virgin Islands
BVI BUSINESS COMPANIES ACT 2004
MEMORANDUM OF ASSOCIATION
OF
WISeSat.Space Holdings Corp.
A Company Limited By Shares
| 1 | NAME |
| 1.1 | The name of the Company is WISeSat.Space Holdings Corp. |
| 2 | STATUS |
| 2.1 | The Company is a company limited by shares. |
| 3 | REGISTERED OFFICE AND REGISTERED AGENT |
| 3.1 | The first registered office of the Company is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. |
| 3.2 | The first registered agent of the Company is Ascentium (BVI) Limited (formerly known as Harneys Corporate Services Limited) of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG 1110, British Virgin Islands. |
| 3.3 | The Company may, by Resolution of Shareholders or by Resolution of Directors, change the location of its registered office or change its registered agent. |
| 3.4 | If at any time the Company does not have a registered agent it may, by Resolution of Shareholders or Resolution of Directors, appoint a registered agent. |
| 4 | CAPACITY AND POWERS |
| 4.1 | Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit: |
| (a) | full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and |
| (b) | for the purposes of paragraph (a), full rights, powers and privileges. |
| 4.2 | For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on. |
| 5 | NUMBER AND CLASSES OF SHARES |
| 5.1 | The Company is authorized to issue a maximum of 512,500,000 Shares in two classes as follows: |
| (a) | up to 499,500,000 Ordinary Shares of no par value (Ordinary Shares); and |
| (b) | up to 13,000,000 Class F Shares of no par value (Class F Shares). |
| 6 | RIGHTS OF SHARES |
| 6.1 | Each Ordinary Share confers upon the Shareholder: |
| (a) | the right to attend any meeting of Shareholders; |
| (b) | the right to one vote per Ordinary Share on any Resolution of Shareholders; provided that, as a class, the Ordinary Shares shall retain 50.01% of the voting power of all Shares; |
1
| (c) | the right to an equal share in any dividend paid by the Company against each other Ordinary Share, which shall be equal to any amount paid by the Company against each Class F Share but which shall not rank in preference or be subordinate to any other Share; |
| (d) | the right to an equal share in the distribution of the surplus assets of the Company against each other Ordinary Share, which shall be equal to any amount paid by the Company against each Class F Share but which shall not rank in preference to any other Share; and |
| (e) | such other rights and entitlements as may be specified in the Articles. |
| 6.2 | Each Class F Share confers upon the Shareholder: |
| (a) | the right to attend any meeting of Shareholders; |
| (b) | a number of votes per Class F Share, on any matter that is submitted to a vote of Shareholders, that would cause the total votes of all Class F Shares to equal 49.99% of the voting power of all Shares (or, if the applicable voting standard is “a majority of the Shares present in person or represented by proxy and entitled to vote on such matter”, 49.999999% of the voting power of Shares present in person or represented by proxy and entitled to vote on such matter); |
| (c) | There is no minimum ownership threshold for the provisions of 49.99% of voting power of Class F Shares; |
| (d) | the right to an equal share in any dividend paid by the Company against each other Class F Share, which shall be equal to any amount paid by the Company against each Ordinary Share but which shall not rank in preference or be subordinate to any other Share; |
| (e) | the right to an equal share in the distribution of the surplus assets of the Company against each other Class F Share, which shall be equal to any amount paid by the Company against each Ordinary Share but which shall not rank in preference to any other Share; |
| (f) | the right to convert each Class F Share into one Ordinary Share on a one-for-one basis; |
and shall be subject to redemption in accordance with Clause 7.
| 6.3 | The Class F Shares shall be non-transferable, except to certain Affiliates, which is subject to approval by a Resolution of Directors. |
| 6.4 | Each Class F Shareholder must be party to the Shareholders’ Agreement. |
| 7 | REDEMPTION OF ClaSS F SHARES |
| 7.1 | If any Class F Shares are held by a corporate entity, upon a Change of Control (the time of such change being the Mandatory Redemption Time) then: |
| (a) | all outstanding Class F Shares held by such corporate entity (the Redeeming Shareholder) shall automatically, and without the need for the consent of the holder or the approval of the directors, be redeemed and cancelled by the Company in exchange for the issuance of Ordinary Shares at a ratio of one (1) Ordinary Share for each Class F Share redeemed; and |
| (b) | such Class F Shares may not be reissued by the Company. |
| 7.2 | The Redeeming Shareholder shall be sent written notice that the Mandatory Redemption Time and the place designated for mandatory redemption of all such Class F Shares pursuant to this Clause 7 (Redemption Notice). Such notice need not be sent in advance of the Mandatory Redemption Time. Upon receipt of a Redemption Notice, the Redeeming Shareholder shall, if so required by the Company, provide written instruments of redemption in a form satisfactory to the Company. Subject to Clause 7.3, all rights with respect to the Class F Shares redeemed pursuant to Clause 6 and this Clause 7 will terminate at the Mandatory Redemption Time. |
2
| 7.3 | As soon as reasonably practicable after the Mandatory Redemption Time, the Company shall pay any dividends which had been declared but unpaid on the redeemed Class F Shares prior to the Mandatory Redemption Time. |
| 7.4 | Such redeemed Class F Shares shall be cancelled and may not be reissued, and the Company may take such appropriate action (without the need for Shareholder approval) as may be necessary to reduce the authorized number of Class F Shares accordingly. |
| 8 | REGISTERED SHARES |
| 8.1 | The Company shall issue registered Shares only. The Company is not authorised to issue bearer Shares, convert registered Shares to bearer Shares or exchange registered Shares for bearer Shares. |
| 9 | AMENDMENT OF THE MEMORANDUM AND THE ARTICLES |
| 9.1 | The Company may amend this Memorandum or the Articles by Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made by Resolution of Directors: |
| (a) | to restrict the rights or powers of the Shareholders to amend this Memorandum or the Articles; |
| (b) | to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend this Memorandum or the Articles; |
| (c) | in circumstances where this Memorandum or the Articles cannot be amended by the Shareholders; or |
| (d) | to this Clause 9. |
| 9.2 | Any amendment of this Memorandum or the Articles will take effect from the date that the notice of amendment, or restated Memorandum and Articles incorporating the amendment, is registered by the Registrar or from such other date as determined pursuant to the Act. |
| 9.3 | The rights conferred upon the holders of the Shares of any class may only be varied, whether or not the Company is in liquidation, with the consent in writing of the holders of a majority of the issued Shares of that class or by a resolution approved at a duly convened and constituted meeting of the Shares of that class by the affirmative vote of a majority of the votes of the Shares of that class which were present at the meeting and were voted. |
| 9.4 | The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking equally with such existing Shares. |
| 10 | DEFINITIONS AND INTERPRETATION |
| 10.1 | In this Memorandum and the attached Articles, if not inconsistent with the subject or context: |
Act means the BVI Business Companies Act, 2004, as amended, and includes the BVI Business Companies Regulations, 2012, as amended, and any other regulations made under the Act.
Affiliate means, in relation to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with, such person. For the purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
Annual General Meeting has the meaning given to it at Regulation 6.2.
Appointing Director has the meaning given to it at Regulation 10.4.
Articles means the attached articles of association of the Company.
3
Audit Committee has the meaning given to it at Regulation 11.1.
Board means the directors of the Company as a collective body.
Business Combination means the transactions contemplated by the Business Combination Agreement.
CAC means Columbus Acquisition Corp, a Cayman Islands exempted company.
Change of Control means the acquisition by any person or entity, alone or jointly, of more than 50% of the voting rights of any Class F Shareholder which is a corporate entity, or as otherwise determined by the Board.
Class F Shareholders means a person whose name is entered in the register of members of the Company as the holder of one or more Class F Shares or fractional Class F Shares.
Class F Shares has the meaning given to it at Clause 5.1(b).
Closing means the closing of the Business Combination.
Director means a director of the Company.
Mandatory Redemption Time has the meaning given to it at Clause 7.1.
Memorandum means this memorandum of association of the Company.
Ordinary Shares has the meaning given to it at Clause 5.1(a).
person includes individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons.
Proscribed Powers means the powers to:
| (a) | amend this Memorandum or the Articles; | |
| (b) | designate committees of Directors; | |
| (c) | delegate powers to a committee of Directors; | |
| (d) | appoint or remove Directors; | |
| (e) | appoint or remove an agent; | |
| (f) | approve a plan of merger, consolidation or arrangement; | |
| (g) | make a declaration of solvency or to approve a liquidation plan; or | |
| (h) | make a determination that immediately after a proposed distribution the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due. |
Redeeming Shareholder has the meaning given to it at Clause 7.1(a).
Resolution of Directors means either:
| (a) | a resolution approved at a duly convened and constituted meeting of Directors or of a committee of Directors by the affirmative vote of a majority of the Directors present at the meeting who voted except that where a Director is given more than one vote, they shall be counted by the number of votes they cast for the purpose of establishing a majority; or |
| (b) | a resolution consented to in writing by a majority of the Directors or by majority of the members of a committee of Directors, as the case may be. |
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Resolution of Shareholders means either:
| (a) | a resolution approved at a duly convened and constituted meeting of the Shareholders by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or |
| (b) | a resolution consented to in writing by a majority of the votes of the Shares entitled to vote on such resolution. |
Seal means any seal which has been duly adopted as the common seal of the Company.
SEC means the United States Securities and Exchange Commission.
Securities Act means the United States Securities Act of 1933.
Share means a share issued or to be issued by the Company and where the context permits includes Ordinary Shares and Class F Shares.
Shareholder means a person whose name is entered in the register of members of the Company as the holder of one or more Shares or fractional Shares.
Shareholders’ Agreement means any agreement between the Class F Shareholders and the Company as in force from time to time and as designated as such by the Board.
Sponsor means Hercules Capital Management VII Corp.
US$ shall mean the lawful currency of the United States of America.
written or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, or telecopy, and in writing shall be construed accordingly.
| 10.2 | In this Memorandum and the Articles, unless the context otherwise requires, a reference to: |
| (a) | a Regulation is a reference to a regulation of the Articles; | |
| (b) | a Clause is a reference to a clause of this Memorandum; | |
| (c) | voting by Shareholders is a reference to the casting of the votes attached to the Shares held by the Shareholder voting; | |
| (d) | a provision of law (including the Act) is a reference to that provision as amended or re-enacted; | |
| (e) | this Memorandum or the Articles is a reference to those documents as amended; and | |
| (f) | the singular includes the plural and vice versa. |
| 10.3 | Where a period of time is expressed as a number of days, the days on which the period begins and ends are not included in the computation of the number of days. |
| 10.4 | Any reference to a month shall be construed as a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month and a reference to a period of several months shall be construed accordingly. |
| 10.5 | Any words or expressions defined in the Act bear the same meaning in this Memorandum and the Articles unless the context otherwise requires or they are otherwise defined in this Memorandum or the Articles. |
| 10.6 | Headings are inserted for convenience only and shall be disregarded in interpreting this Memorandum and the Articles. |
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Signed for ASCENTIUM (BVI) LIMITED of Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands on____________________________________________:
| Incorporator | |
| Sgd. Indira Ward-Lewis | |
| Indira Ward-Lewis Authorised Signatory ASCENTIUM (BVI) LIMITED |
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TERRITORY
OF THE British Virgin Islands
BVI BUSINESS COMPANIES ACT 2004
aRTICLES OF ASSOCIATION
OF
WISeSat.Space Holdings Corp.
A Company Limited by Shares
| 1 | DISAPPLICATION OF THE ACT |
| 1.1 | The following sections of the Act shall not apply to the Company: |
| (a) | section 46 (Pre-emptive rights); | |
| (b) | section 60 (Process for acquisition of own shares); | |
| (c) | section 61 (Offer to one or more shareholders); | |
| (d) | section 62 (Shares redeemed otherwise than at the option of company); and | |
| (e) | section 175 (Disposition of assets). |
| 2 | SHARES |
| 2.1 | Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting), the Act and, where applicable, the rules of the Nasdaq Global Market and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares in one or more classes of series with or without preferred, deferred or other rights or restrictions, whether in regard to a dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper. Without limiting the generality of the foregoing, the Directors may designate the price, rights, preferences, privileges, limitations and restrictions of any such class or series of Shares without any further vote or action by the Shareholders. The Directors may also (subject to the Act and the Articles) vary the rights attaching to any existing class or series of Shares. |
| 2.2 | The Company may issue securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine. |
| 2.3 | The Company shall not issue certificates in respect of any Shares issued by it. |
| 2.4 | If several persons are registered as joint holders of any Shares, any one of such persons may give an effectual receipt for any distribution. |
| 2.5 | A Share may be issued for consideration in any form or a combination of forms, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services. |
| 2.6 | Before issuing Shares for a consideration which is, in whole or in part, other than money, a Resolution of Directors shall be passed stating: |
| (a) | the amount to be credited for the issue of the Shares; and |
| (b) | that, in the opinion of the Directors, the present cash value of the non-money consideration and money consideration, if any, is not less than the amount to be credited for the issue of the Shares. |
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| 2.7 | The Company shall keep a register of members containing: |
| (a) | the names and addresses of the persons who hold Shares; | |
| (b) | the number of each class and series of Shares held by each Shareholder; | |
| (c) | the date on which the name of each Shareholder was entered in the register of members; and | |
| (d) | the date on which any person ceased to be a Shareholder. |
| 2.8 | The register of members may be in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the Directors otherwise determine, the magnetic, electronic or other data storage form shall be the original register of members. |
| 2.9 | A Share is deemed to be issued when the name of the Shareholder is entered in the register of members. |
| 3 | REDEMPTION OF SHARES AND TREASURY SHARES |
| 3.1 | Subject to the provisions of the Act, and, where applicable, the rules of the Nasdaq Global Market and/or any competent regulatory authority, the Company may purchase, redeem or otherwise acquire and hold its own Shares. |
| 3.2 | Notwithstanding Regulation 3.1, the Company may not purchase, redeem or otherwise acquire its own Shares unless: |
| (a) | the Shareholders whose Shares are to be purchased, redeemed or otherwise acquired have given their consent to such transaction; or | |
| (b) | the Shares have been issued on terms that they are subject to redemption without the consent of the holder pursuant to Regulation 3.2(a); or | |
| (c) | the redemption is being effected pursuant to Clause 7 of the Memorandum; or | |
| (d) | the redemption is being effected pursuant to Section 176 of the Act. |
| 3.3 | Subject to the provisions of the Act, and, where applicable, the rules of the Nasdaq Global Market and/or any competent regulatory authority, the Company may issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of either the Shareholder or the Company. The redemption of such Shares, except the Ordinary Shares, shall in such cases be effected in such manner and upon such other terms as the Company may, by Resolution of Directors, determine before the issue of such Shares. |
| 3.4 | Any purchase, redemption or acquisition of Shares by the Company shall require the approval of a Resolution of Directors, other than a redemption which does not require the consent of the Company under the terms on which such Shares are issued the Memorandum, the Articles or the Act |
| 3.5 | The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Act. |
| 3.6 | The Company may acquire its own fully paid Shares for no consideration by way of surrender of the Shares to the Company by the person holding the Shares. Any such surrender shall be evidenced in writing and signed by the person holding the Shares. |
| 3.7 | The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the Directors are satisfied, on reasonable grounds, that immediately after the purchase, redemption or other acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due. |
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| 3.8 | Shares that the Company purchases, redeems or otherwise acquires may be cancelled or held as treasury Shares provided that the number of Shares purchased, redeemed or otherwise acquired and held as treasury Shares, when aggregated with Shares of the same class already held by the Company as treasury Shares, may not exceed 50% of the Shares of that class previously issued by the Company excluding Shares that have been cancelled. Shares which have been cancelled shall be available for reissue. |
| 3.9 | All rights and obligations attaching to a treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a treasury Share. |
| 3.10 | Treasury Shares may be transferred by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and the Articles) as the Company may by Resolution of Directors determine. |
| 4 | MORTGAGES AND CHARGES OF SHARES |
| 4.1 | Shareholders may mortgage or charge their Shares. |
| 4.2 | There shall be entered in the register of members at the written request of the Shareholder: |
| (a) | a statement that the Shares held by them are mortgaged or charged; |
| (b) | the name of the mortgagee or chargee; and |
| (c) | the date on which the particulars specified in subparagraphs (a) and (b) are entered in the register of members. |
| 4.3 | Where particulars of a mortgage or charge are entered in the register of members, such particulars may be cancelled: |
| (a) | with the written consent of the named mortgagee or chargee or anyone authorised to act on their behalf; or |
| (b) | upon evidence satisfactory to the Directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the Directors shall consider necessary or desirable. |
| 4.4 | Whilst particulars of a mortgage or charge over Shares are entered in the register of members pursuant to this Regulation: |
| (a) | no transfer of any Share the subject of those particulars shall be effected; |
| (b) | the Company may not purchase, redeem or otherwise acquire any such Share; and |
| (c) | no replacement certificate shall be issued in respect of such Shares, |
| without | the written consent of the named mortgagee or chargee. |
| 4.5 | The Directors may not resolve to refuse or delay the transfer of a Share pursuant to the enforcement of a valid security interest created over the Share. |
| 5 | FORFEITURE |
| 5.1 | Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note, other written obligation to contribute money or property or a contract for future services are deemed to be not fully paid. |
| 5.2 | A written notice of call specifying the date for payment to be made shall be served on the Shareholder who defaults in making payment in respect of the Shares. |
| 5.3 | The written notice of call referred to in Regulation 5.2 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited. |
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| 5.4 | Where a written notice of call has been issued pursuant to Regulation 5.2 and the requirements of the notice have not been complied with, the Directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates. |
| 5.5 | The Company is under no obligation to refund any moneys to the Shareholder whose Shares have been cancelled pursuant to Regulation 5.4 and that Shareholder shall be discharged from any further obligation to the Company. |
| 6 | MEETINGS AND CONSENTS OF ShareholderS |
| 6.1 | The Directors, acting collectively by Resolution of Directors, of the Company may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the Directors consider necessary or desirable. |
| 6.2 | The Directors shall call at least one meeting per calendar year and shall designate such meeting as the Annual General Meeting, all other meetings shall be called extraordinary general meetings. |
| 6.3 | Upon the written request of Shareholders entitled to exercise 30% or more of the voting rights in respect of the matter for which the meeting is requested the Directors shall convene a meeting of Shareholders. |
| 6.4 | The Director convening a meeting shall give not less than fourteen (14) calendar days’ written notice of an Annual General Meeting and not less than seven (7) clear days’ written notice of an extraordinary general meeting to: |
| (a) | those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members of the Company and are entitled to vote at the meeting; and |
| (b) | the other Directors, and |
indicate in such notice the items on the agenda of the meeting and provide together therewith other relevant documents for the meeting, such as any documents to be considered, the meeting admission card (if any) and the proxy card (if any).
| 6.5 | The Director(s) convening a meeting of Shareholders may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice. |
| 6.6 | The Director convening a meeting of Shareholders shall, in such notice of a meeting as to be given in accordance with Regulation 6.4, indicate the items on the agenda of the meeting and provide together therewith other relevant documents for the meeting, such as: |
| (a) | any documents to be considered; |
| (b) | the meeting admission card (if any); |
| (c) | and the proxy card (if any). |
| 6.7 | A meeting of Shareholders held in contravention of the requirement to give notice is valid if Shareholders holding at least 90% of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares which that Shareholder holds. |
| 6.8 | The inadvertent failure of a Director who convenes a meeting to give notice of a meeting to a Shareholder or another Director, or the fact that a Shareholder or another Director has not received notice, does not invalidate the meeting. |
| 6.9 | A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder. |
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| 6.10 | The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented. |
| 6.11 | The instrument appointing a proxy shall be in substantially the following form or such other form as approved by the Directors or as the chair of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy. |
WISeSat.Space Holdings Corp.
|
I/We being a Shareholder of the above Company HEREBY APPOINT ………… …………… of …………………… or failing them ……………..… of ………………… to be my/our proxy to vote for me/us at the meeting of Shareholders to be held on the …… day of …………..…………, 20…… and at any adjournment thereof.
|
(Any restrictions on voting to be inserted here.)
|
Signed this …… day of …………..…………, 20……
|
| …………………………… Shareholder |
| 6.12 | The following applies where Shares are jointly owned: |
| (a) | if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Shareholders and may speak as a Shareholder; |
| (b) | if only one of the joint owners is present in person or by proxy they may vote on behalf of all joint owners; and |
| (c) | if two or more of the joint owners are present in person or by proxy they must vote as one. |
| 6.13 | A Shareholder shall be deemed to be present at a meeting of Shareholders if they participate by telephone or other electronic means and all Shareholders or their authorised representatives participating in the meeting are able to hear each other. |
| 6.14 | A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than fifty percent (50%) of the votes of the Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting. Subject to the forgoing, a quorum may comprise a single Shareholder or proxy and then such person may pass a Resolution of Shareholders and a certificate signed by such person (accompanied, where such person is a proxy, by a copy of the proxy instrument) shall constitute a valid Resolution of Shareholders. |
| 6.15 | If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the Directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved. |
| 6.16 | At every meeting of Shareholders, the chair of the Board shall preside as chair of the meeting. If there is no chair of the Board or if that chair is not present at the meeting, the Shareholders present shall choose one of their number to be the chair. If the Shareholders are unable to choose a chair for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chair failing which the oldest individual Shareholder or representative of a Shareholder present shall take the chair. |
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| 6.17 | The chair may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. |
| 6.18 | At any meeting of the Shareholders the chair is responsible for deciding in such manner as they consider appropriate whether any resolution proposed has been carried or not and the result of their decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chair has any doubt as to the outcome of the vote on a proposed resolution, they shall cause a poll to be taken of all votes cast upon such resolution. If the chair fails to take a poll then any Shareholder present in person or by proxy who disputes the announcement by the chair of the result of any vote may immediately following such announcement demand that a poll be taken and the chair shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting. |
| 6.19 | Subject to the specific provisions contained in this Regulation for the appointment of representatives of persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the Directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company. |
| 6.20 | Any person other than an individual which is a Shareholder may by resolution of its Directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Shareholder which they represent as that Shareholder could exercise if it were an individual. |
| 6.21 | The chair of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded. |
| 6.22 | Directors of the Company may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares. |
| 6.23 | An action that may be taken by the Shareholders at a meeting may also be taken by a resolution consented to in writing, without the need for any notice, but if any Resolution of Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, a copy of such resolution shall forthwith be sent to all Shareholders not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Shareholders holding a sufficient number of votes of Shares to constitute a Resolution of Shareholders have consented to the resolution by signed counterparts. |
| 6.24 | For the purposes of any Annual General Meeting, a Shareholder who intends to propose any business or nominate any person for election as a Director at such meeting must deliver written notice thereof to the registered office of the Company not later than the close of business on the date that is 90 days before, and not earlier than the close of business on the date that is 120 days before, the one-year anniversary of the preceding year’s Annual General Meeting. Such notice shall set out, as to each matter the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest of the Shareholder in such business, and, in the case of director nominations, such information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC. If the Annual General Meeting is called for a date that is not within 30 days before or after the anniversary date of the preceding year’s Annual General |
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| 6.25 | Meeting, notice by the Shareholder must be received not later than the close of business on the 10th day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever first occurs. |
| 7 | UNtraceable members |
| 7.1 | Where any Shareholder is untraceable, the Company may sell any of their Shares provided that: |
| (a) | no less than 3 cheques for any sums payable in cash to such Shareholder have remained uncashed for a period of 12 years from the date of issue of the cheque; |
| (b) | the Company not having during that time or before the expiry of the three-month period referred to in (c) below received any indication of the existence of the Shareholder or person entitled to such Shares by death, bankruptcy or operation of law; and |
| (c) | upon expiration of the 12-year period, an advertisement has been published in newspapers, giving notice of the Company’s intention to sell those Shares, and a period of three months or such shorter period has elapsed since the date of such advertisement. |
| 7.2 | Where the Company sells the Shares of any untraceable Shareholder, the net proceeds of any such sale shall be held in the Company, and the net proceeds shall be accounted as a debt due to that untraceable Shareholder for an amount equal to such net proceeds. |
| 8 | DIRECTORS |
| 8.1 | Immediately after the consummation of the Business Combination, the Board will consist of Directors designated by the Company and one Director designated by CAC who qualifies as an independent director under Nasdaq rules (the CAC Director). |
| 8.2 | The Board of Directors shall be divided into three (3) classes, designated as Class I, Class II and Class III, as nearly equal in number as reasonably possible, and shall have staggered three (3) year terms as follows: |
| (a) | the Class I Directors and their terms will expire at the Annual General Meeting to be held in 2027; |
| (b) | the Class II Directors and their terms will expire at the Annual General Meeting to be held in 2028; and |
| (c) | the Class III Directors and their terms will expire at the Annual General Meeting to be held in 2029. |
The initial assignment of Directors to each class shall be determined by the Board of Directors.
| 8.3 | At each Annual General Meeting following the expiration of the initial terms, the successors to the class of Directors whose term then expires shall be elected to hold office for a term of three (3) years (or until their successors have been duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal). |
| 8.4 | Any vacancy on the Board of Directors, including any vacancy resulting from an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors, although less than a quorum, and any Director so appointed shall hold office for the remainder of the term of the class to which such Director is appointed. |
| 8.5 | The classification of the Board may not be altered except by a Resolution of Shareholders amending these Articles. |
| 8.6 | No person shall be appointed as a Director or alternate Director, or nominated as a reserve Director unless they have consented in writing to be a Director or alternate Director, or to be nominated as a reserve Director. |
| 8.7 | Subject to Regulation 8.1, the minimum number of Directors shall be three and the maximum shall be twelve. |
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| 8.8 | No Director on the Board may be removed without cause. A Director may be removed from office: |
| (a) | with cause, by Resolution of Shareholders passed at a meeting of Shareholders called for the purpose of removing the Director or for purposes including the removal of the Director or by a written resolution passed by at least 75% of the votes of the Shares of the Company entitled to vote; or |
| (b) | with cause, by Resolution of Directors passed by all directors other than the director being removed at a meeting of Directors called for the purpose of removing the Director or for purposes including the removal of the Director. |
| 8.9 | Notwithstanding the foregoing, as a condition to his or her appointment, the CAC Director will agree in writing with the Company to resign from the Board at the written request of the Company at any time that the Sponsor and its Affiliates fail to collectively own at least twenty-five percent (25%) of the number of Ordinary Shares owned by the Sponsor and its Affiliates immediately after the Closing. |
| 8.10 | A Director may resign their office by giving written notice of their resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A Director shall resign forthwith as a Director if they are, or becomes, disqualified from acting as a Director under the Act. |
| 8.11 | The Directors may at any time appoint any person to be a Director either to fill a vacancy or as an addition to the existing Directors. Where the Directors appoint a person as Director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a Director ceased to hold office. |
| 8.12 | A vacancy in relation to Directors occurs if a Director dies or otherwise ceases to hold office prior to the expiration of their term of office. |
| 8.13 | The Board shall have the power to determine the remuneration, if any, of the Directors. |
| 8.14 | Where the Company only has one Shareholder who is an individual and that Shareholder is also the sole Director, the sole Shareholder/Director may, by instrument in writing, nominate a person who is not disqualified from being a Director as a reserve Director to act in the place of the sole Director in the event of their death. |
| 8.15 | The nomination of a person as a reserve Director ceases to have effect if: |
| (a) | before the death of the sole Shareholder/Director who nominated them, |
| (i) | they resign as reserve Director, or |
| (ii) | the sole Shareholder/Director revokes the nomination in writing; or |
| (b) | the sole Shareholder/Director who nominated them ceases to be able to be the sole Shareholder/Director for any reason other than their death. |
| 8.16 | The Company shall keep a register of Directors containing: |
| (a) | the names and addresses of the persons who are Directors or who have been nominated as reserve Directors; |
| (b) | the date on which each person whose name is entered in the register was appointed as a Director, or nominated as a reserve Director; |
| (c) | the date on which each person named as a Director ceased to be a Director; |
| (d) | the date on which the nomination of any person nominated as a reserve Director ceased to have effect; and |
| (e) | such other information as may be prescribed by the Act. |
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| 8.17 | The register of Directors may be kept in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of Directors. |
| 8.18 | The Directors may by Resolution of Directors, fix the emoluments of Directors with respect to services to be rendered in any capacity to the Company. |
| 8.19 | A Director is not required to hold a Share as a qualification to office. |
| 9 | POWERS OF DIRECTORS |
| 9.1 | The business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors. The Directors have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The Directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Shareholders. |
| 9.2 | Each Director shall exercise their powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each Director, in exercising their powers or performing their duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company. |
| 9.3 | If the Company is the wholly owned subsidiary of a parent, a Director may, when exercising powers or performing duties as a Director, act in a manner which they believe is in the best interests of the parent even though it may not be in the best interests of the Company. |
| 9.4 | Any Director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the Directors, with respect to the signing of consents or otherwise. |
| 9.5 | The continuing Directors may act notwithstanding any vacancy in their body. |
| 9.6 | The Directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party. |
| 9.7 | All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors. |
| 10 | PROCEEDINGS OF DIRECTORS |
| 10.1 | Any one Director call a meeting of the Directors by sending a written notice to each other Director. |
| 10.2 | A Director is deemed to be present at a meeting of Directors if they participate by telephone or other electronic means and all Directors participating in the meeting are able to hear each other. |
| 10.3 | A Director shall be given not less than 5 days’ notice of meetings of Directors, but a meeting of Directors held without 5 days’ notice having been given to all Directors shall be valid if all the Directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a Director at a meeting shall constitute waiver by that Director. The inadvertent failure to give notice of a meeting to a Director, or the fact that a Director has not received the notice, does not invalidate the meeting. |
| 10.4 | A Director (the Appointing Director) may appoint any other Director or any other eligible person as their alternate to exercise the Appointing Director’s powers and carry out the Appointing Director’s responsibilities in relation to the taking of decisions by the Directors in the absence of the Appointing Director. |
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| 10.5 | The appointment and termination of an alternate Director must be in writing, and written notice of the appointment and termination must be given by the Appointing Director to the Company as soon as reasonably practicable. |
| 10.6 | An alternate Director has the same rights as the Appointing Director in relation to any Directors’ meeting and any written resolution circulated for written consent. An alternate Director has no power to appoint a further alternate, whether of the Appointing Director or of the alternate Director, and the alternate does not act as an agent of or for the Appointing Director. |
| 10.7 | The Appointing Director may, at any time, voluntarily terminate the alternate Director’s appointment. The voluntary termination of the appointment of an alternate shall take effect from the time when written notice of the termination is given to the Company. The rights of an alternate shall automatically terminate if the Appointing Director dies or otherwise ceases to hold office. |
| 10.8 | A meeting of Directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of Directors, subject to a minimum of 2. |
| 10.9 | If the Company has only one Director the provisions herein contained for meetings of Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole Director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. |
| 10.10 | The Directors may appoint a Director as chair of the Board. At meetings of Directors at which the chair of the Board is present, they shall preside as chair of the meeting. If there is no chair of the Board or if the chair of the Board is not present, the Directors present shall choose one of their number to be chair of the meeting. |
| 10.11 | An action that may be taken by the Directors or a committee of Directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of Directors consented to in writing by a majority of the Directors or by a majority of the members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more Directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last Director has consented to the resolution by signed counterparts. |
| 11 | COMMITTEES |
| 11.1 | The Directors shall establish and maintain an audit committee (the Audit Committee) as a committee of the Directors. The Audit Committee shall be responsible for the appointment, compensation, retention, and oversight of the Company’s auditors. These responsibilities also include the ability to terminate the auditors and the approval of all audit fees and terms of engagement. The Audit Committee must establish procedures for: |
| (a) | receiving and handling complaints from any person regarding any accounting or auditing issues relating to the Company or the Company’s internal accounting controls; AND |
| (b) | employees to be able to submit confidentially and anonymously any concerns regarding questionable accounting or auditing practices by or affecting the Company. |
The Audit Committee must have the authority to engage its own independent legal counsel and other advisors and the Company must make sufficient funds available to the Audit Committee to pay its counsel and advisors, and other expenses. The composition and responsibilities of the Audit Committee will comply with BVI law (as applicable), but may not fully comply with the requirements of Nasdaq Listing Rule 5605(c)(1). Once formed, the Audit Committee shall request an audit review to be carried out by an independent licensed audit firm at least annually.
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| 11.2 | The Directors may, by Resolution of Directors, designate one or more other committees, each consisting of one or more Directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee. Such committees may include, but shall not be limited to: |
| (a) | a compensation committee; |
| (b) | a corporate governance committee; |
| (c) | a nomination and compensation committee; and |
| (d) | a strategy committee; or |
such others as required by the Nasdaq Global Market.
| 11.3 | The Directors may, in the Resolution of Directors creating the committee, set out its terms of reference, policies, rules, procedures and powers. |
| 11.4 | The Directors have no power to delegate to a committee of Directors any of the Proscribed Powers. |
| 11.5 | A committee of Directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, may appoint a sub-committee and delegate powers exercisable by the committee to the sub-committee. |
| 11.6 | The meetings and proceedings of each committee of Directors consisting of 2 or more Directors shall be governed by the provisions of these Articles regulating the proceedings of Directors with any necessary changes so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee. |
| 11.7 | Where the Directors delegate their powers to a committee of Directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on Directors under the Act. |
| 12 | OFFICERS AND AGENTS |
| 12.1 | The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. |
| 12.2 | The emoluments of all officers shall be fixed by Resolution of Directors. |
| 12.3 | The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the Directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. |
| 12.4 | The Directors may, by Resolution of Directors, appoint any person, including a person who is a Director, to be an agent of the Company. |
| 12.5 | An agent of the Company shall have such powers and authority of the Directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: |
| (a) | the Proscribed Powers; |
| (b) | to change the registered office or agent; |
| (c) | to fix emoluments of Directors; or |
| (d) | to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. |
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| 12.6 | The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. |
| 12.7 | The Directors may remove an agent appointed by the Company and may revoke or vary a power conferred on them. |
| 13 | CONFLICT OF INTERESTS |
| 13.1 | A Director shall, forthwith after becoming aware of the fact that they are interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other Directors. |
| 13.2 | For the purposes of Regulation 13.1, a disclosure to all other Directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction. |
| 13.3 | A Director who is interested in a transaction entered into or to be entered into by the Company may not: |
| (a) | vote on a matter relating to the transaction; |
| (b) | attend a meeting of Directors at which a matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum; and |
| (c) | sign a document on behalf of the Company, or do any other thing in his capacity as a Director, that relates to the transaction, |
unless exceptional circumstances dictate that it is in the best interest of the Company that said Director does any of the above actions.
| 14 | INDEMNIFICATION |
| 14.1 | Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who: |
| (a) | is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a Director; or |
| (b) | is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. |
| 14.2 | The indemnity in Regulation 14.1 only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful. |
| 14.3 | For the purposes of Regulation 14.2 and without limitation, a Director acts in the best interests of the Company if they act in the best interests of the Company’s parent in the circumstances specified in Regulation 9.3. |
| 14.4 | The decision of the Directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that their conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved. |
| 14.5 | The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that their conduct was unlawful. |
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| 14.6 | Expenses, including legal fees, incurred by a Director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the Director to repay the amount if it shall ultimately be determined that the Director is not entitled to be indemnified by the Company in accordance with Regulation 14.1. |
| 14.7 | Expenses, including legal fees, incurred by a former Director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former Director to repay the amount if it shall ultimately be determined that the former Director is not entitled to be indemnified by the Company in accordance with Regulation 14.1 and upon such terms and conditions, if any, as the Company deems appropriate. |
| 14.8 | The indemnification and advancement of expenses provided by, or granted pursuant to, this section is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Shareholders, resolution of disinterested Directors or otherwise, both as to acting in the person’s official capacity and as to acting in another capacity while serving as a Director. |
| 14.9 | If a person referred to in Regulation 14.1 has been successful in defence of any proceedings referred to in Regulation 14.1, the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings. |
| 14.10 | The Company may purchase and maintain insurance in relation to any person who is or was a Director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles. |
| 15 | Corporate RECORDS |
| 15.1 | The Company shall keep the following documents at the office of its registered agent: |
| (a) | the Memorandum and the Articles; |
| (b) | the register of members, or a copy of the register of members; |
| (c) | the register of Directors, or a copy of the register of Directors; and |
| (d) | copies of all notices and other documents filed by the Company with the Registrar in the previous 10 years. |
| 15.2 | Until the Directors determine otherwise by Resolution of Directors the Company shall keep the original register of members and original register of Directors at the office of its registered agent. |
| 15.3 | If the Company maintains only a copy of the register of members or a copy of the register of Directors at the office of its registered agent, it shall: |
| (a) | within 15 days of any change in either register, notify the registered agent in writing of the change; and |
| (b) | provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of Directors is kept. |
| 15.4 | The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the Directors may determine: |
| (a) | minutes of meetings and Resolutions of Directors and committees of Directors; and |
| (b) | minutes of meetings and Resolutions of Shareholders and classes of Shareholders. |
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| 15.5 | Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location. |
| 15.6 | The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act 2001 as from time to time amended or re-enacted. |
| 16 | SEAL |
| 16.1 | The Company shall have a Seal an impression of which shall be kept at the office of the registered agent of the Company. The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The Directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one Director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any Director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described. |
| 17 | DISTRIBUTIONS BY WAY OF DIVIDEND |
| 17.1 | The Directors may, by Resolution of Directors, authorise a distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due. |
| 17.2 | Dividends may be paid in money, shares, or other property. |
| 17.3 | Notice of any dividend that may have been declared shall be given to each Shareholder as specified in Regulation 19 and all dividends unclaimed for 3 years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company. |
| 17.4 | No dividend shall bear interest as against the Company and no dividend shall be paid on treasury Shares. |
| 18 | ACCOUNTS AND AUDIT |
| 18.1 | The Company shall keep records and underlying documentation that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. |
| 18.2 | The records and underlying documentation of the Company shall be kept at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the Directors may determine and if the records and underlying documentation are kept in a location other than the office of the registered agent, the Company shall provide the registered agent with a written record of: |
| (a) | the physical address of the place at which the records and underlying documentation are kept; and |
| (b) | the name of the person who maintains and controls the Company’s records and underlying documentation. |
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| 18.3 | If the location at which the records and underlying documentation are kept or the name of the person who maintains and controls the records and underlying documentation changes, the Company shall, within 14 days of the change provide its registered agent with: |
| (a) | the physical address of the new location at which the records and underlying documentation are kept; and |
| (b) | the name of the new person who maintains and controls the Company’s records and underlying documentation. |
| 18.4 | The Company may by Resolution of Shareholders call for the Directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period. |
| 18.5 | The Company may by Resolution of Shareholders call for the accounts to be examined by auditors. |
| 19 | NOTICES |
| 19.1 | Any notice, information or written statement to be given by the Company to Shareholders shall be in writing and may be given by personal service, mail, courier, email, or fax to such Shareholder’s address as shown in the register of members or to such Shareholder’s email address or fax number as notified by the Shareholder to the Company in writing from time to time. |
| 19.2 | Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail addressed to the Company at the offices of the registered agent of the Company. |
| 19.3 | Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing notice, and shall be deemed to be received on the fifth business day following the day on which the notice was posted. Where a notice is sent by fax or email, notice shall be deemed to be effected by transmitting the email or fax to the address or number provided by the intended recipient and service of the notice shall be deemed to have been received on the same day that it was transmitted. |
| 20 | VOLUNTARY LIQUIDATION |
| 20.1 | Subject to the Act, the Company may by Resolution of Shareholders or by Resolution of Directors appoint an eligible individual as voluntary liquidator alone or jointly with one or more other voluntary liquidators. |
| 21 | CONTINUATION |
| 21.1 | Subject to the Act, Company may by Resolution of Shareholders or by a resolution passed unanimously by all Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws. |
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Signed for ASCENTIUM (BVI) LIMITED of Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands on _________________________________________:
| Incorporator | |
| Sgd. Indira Ward-Lewis | |
| Indira Ward-Lewis | |
| Authorised Signatory | |
| ASCENTIUM (BVI) LIMITED |
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Exhibit 4.3
WISeSat.Space Holdings Corp.
2026 Equity Incentive Plan
1. Establishment of the Plan; Effective Date; Duration.
(a) Establishment of the Plan; Effective Date. WISeSat.Space Holdings Corp., a BVI business company incorporated in the British Virgin Islands (the “Company”), hereby establishes this incentive compensation plan to be known as the “WISeSat.Space Holdings Corp. 2026 Equity Incentive Plan,” as amended from time to time (the “Plan”). The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and Performance Compensation Awards. The Plan shall become effective on the Effective Date. The effectiveness of the Plan shall be subject to approval of the Plan by the shareholders of the Company within twelve months following the date the Plan is first approved by the Board. The Plan shall remain in effect as provided in Section 1(b) of the Plan. Capitalized but undefined terms shall have the meaning set forth in Section 3 of the Plan.
(b) Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 14. However, in no event may an Award be granted under the Plan on or after ten years from the Effective Date, provided, however, in the case of an Award that is an Incentive Stock Option, no Incentive Stock Option shall be granted on or after ten years from the earlier of (i) the date the Plan is approved by the Board and (ii) date the Company’s shareholders approve the Plan.
2. Purpose. The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby certain directors, officers, employees, consultants and advisors of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may be measured by reference to the value of Common Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s shareholders.
3. Definitions. Certain terms used herein have the definitions given to them in the first instance in which they are used. In addition, for purposes of the Plan, the following terms are defined as set forth below:
(a) “Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.
(b) “Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether U.S. federal, state, local or non-U.S. laws, statutes, rules, requirements or regulations; (c) rules of any securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded; and (d) the BVI Statute and any regulations made pursuant thereto.
(c) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and/or Performance Compensation Award granted under the Plan.
(d) “Award Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.
(e) “Board” means the Board of Directors of the Company.
(f) “Business Combination Agreement” shall mean that certain Business Combination Agreement, by and among Columbus Acquisition Corp, the Company, WISeSat Merger Sub Corp., WISeSat.Space Corp. and WISeKey International Holding Ltd., dated as of November 9, 2025 as amended from time to time.
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(g) “BVI Statute” shall mean the BVI Business Companies Act (As Revised) of the British Virgin Islands.
(h) “Cause” means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting or similar agreement between the Participant and the Company or an Affiliate in effect at the time of such termination, or (ii) in the absence of any such employment or consulting or similar agreement (or the absence of any definition of “Cause” contained therein), a Participant’s (A) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its Affiliates public disgrace or disrepute, or materially and adversely affects the Company’s or its Affiliates’ operations or financial performance or the relationship the Company has with its customers; (B) gross negligence or willful misconduct with respect to the Company or any of its Affiliates, including, without limitation, fraud, embezzlement, theft or proven dishonesty in the course of his employment or other service to the Company or an Affiliate; (C) alcohol abuse or use of controlled substances other than in accordance with a physician’s prescription; (D) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type described in clause (F) below) to the Company or its Affiliates (other than due to a disability, as determined by the Committee), which refusal, if curable, is not cured within 15 days after delivery of written notice thereof; (E) material breach of any agreement with or duty owed to the Company or any of its Affiliates, which breach, if curable, is not cured within 15 days after the delivery of written notice thereof; (F) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common law or agreement) relating to confidentiality, noncompetition, nonsolicitation and/or proprietary rights or (G) material violation or breach of the documented code of ethics, code of conduct or similar document of the Company or an Affiliate or fiduciary duties to the Company or an Affiliate.
(i) “Change in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon any of the following events:
(i) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company or any of its Affiliates, (B) any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Common Shares) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, by way of merger, consolidation, recapitalization, reorganization or otherwise, of fifty percent (50%) or more of the total voting power of the then outstanding voting securities of the Company;
(ii) the cessation of control (by virtue of their not constituting a majority of directors) of the Board by the individuals (the “Continuing Directors”) who (x) were directors on the Effective Date or (y) become directors after Effective Date and whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then in office who were directors on the Effective Date or whose election or nomination for election was previously so approved, or who were appointed in accordance with the Articles of Association of the Company;
(iii) the consummation of a merger or consolidation of the Company with any other company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
(iv) the consummation of a liquidation plan in respect of the Company or the consummation of a sale or disposition by the Company of all or substantially all the Company’s assets; or
(v) any other event specified as a “Change in Control” in an applicable Award Agreement.
Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii), (iv), or (v) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).
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(j) “Claim” means any claim, liability or obligation of any nature, arising out of or relating to the Plan or an alleged breach of the Plan or an Award Agreement.
(k) “Code” means the Internal Revenue Code of 1986 of the United States, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.
(l) “Committee” means a committee of at least two members of the Board as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board.
(m) “Common Shares” means the Company’s ordinary shares, no par value per share (and any stock, share or other securities into which such ordinary shares may be converted or into which they may be exchanged).
(n) “Company” means WISeSat.Space Holdings Corp., a BVI business company incorporated in the British Virgin Islands or its successor.
(o) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.
(p) “Delivery” or the term “delivery” and any derivations of the same, when used in this Plan in connection with Common Shares includes the issuance of Common Shares pursuant to this Plan or the transfer of Common Shares pursuant to this Plan.
(q) “Dividend Equivalent” means a right awarded under Section 11 to receive as a contractual entitlement the equivalent value (in cash or Common Shares) of dividends that would otherwise be paid on the Common Shares subject to an Award that is a full-value award but that have not been issued or delivered.
(r) “Effective Date” shall mean the date on which the transactions contemplated by the Business Combination Agreement are consummated, provided that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Company’s shareholders.
(s) “Eligible Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.
(t) “Eligible Person” with respect to an Award denominated in Common Shares, means any (i) individual employed by the Company or an Affiliate; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate; provided that if the Securities Act applies such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he begins employment with or begins providing services to the Company or its Affiliates, provided that the Date of Grant of any Award to such individual shall not be prior to the date he begins employment with or begins providing services to the Company or its Affiliates).
(u) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as it may be amended from time to time, including the rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto.
(v) “Exercise Price” has the meaning given such term in Section 7(b) of the Plan.
(w) “Fair Market Value” means, as of any date, the value of Common Shares determined as follows:
(i) If the Common Shares are listed on any established stock exchange or a national market system, the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;
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(ii) If the Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Common Share will be the mean between the high bid and low asked prices for the Common Shares on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or
(iii) In the absence of an established market for the Common Shares, the Fair Market Value will be determined in good faith by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose).
(iv) Notwithstanding the foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Section 409A of the Code to the extent necessary for an Award to comply with, or be exempt from, Section 409A of the Code.
(x) “Forfeiture” or the term “forfeiture” and any derivations of the same, when used in this Plan in connection with Common Shares delivered to a Participant pursuant to this Plan or other forms of Award granted under the Plan , shall include, without limitation, the plain English meaning of such term in a commercial context, the meaning given to the term forfeiture under the BVI Statute, the surrender of such Common Shares or other form of Award by the Participant for no consideration and the redemption, purchase or other acquisition (howsoever described) of such Common Shares or other form of Award by the Company for a consideration to be determined by the Company at its sole discretion (which, for the avoidance of doubt, can be no consideration), in each case, in accordance with the terms of the BVI Statute (to the extent the BVI Statute is applicable) and as the context requires. For the avoidance of doubt, any Participant that enters into an Award Agreement with the Company is deemed to provide his consent to the redemption of any such Common Shares by the Company in accordance with the Award Agreement and/or this Plan.
(y) “Immediate Family Members” shall have the meaning set forth in Section 15(b)(ii).
(z) “Incentive Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan for incentive stock options.
(aa) “Indemnifiable Person” shall have the meaning set forth in Section 4(e) of the Plan.
(bb) “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of the Plan. The Committee may utilize one or more Independent Third Parties.
(cc) “Mature Shares” means Common Shares owned by a Participant that are not subject to any pledge, mortgage, charge or security interest and that have been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy a tax or deduction obligation of the Participant.
(dd) “Nonqualified Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.
(ee) “Option” means an Award granted under Section 7 of the Plan.
(ff) “Option Period” has the meaning given such term in Section 7(c) of the Plan.
(gg) “Other Cash-Based Award” means a cash Award granted to a Participant under Section 10 of the Plan, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.
(hh) “Other Stock-Based Award” means an equity-based or equity-related Award, other than an Option, SAR, Restricted Stock, Restricted Stock Unit or Dividend Equivalent, granted in accordance with the terms and conditions set forth under Section 10 of the Plan.
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(ii) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6 of the Plan.
(jj) “Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 12 of the Plan.
(kk) “Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan pursuant to Section 12 of the Plan.
(ll) “Performance Formula” shall mean, for a Performance Period, the one or more formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the applicable Performance Period.
(mm) “Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria pursuant to Section 12 of the Plan.
(nn) “Performance Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.
(oo) “Permitted Transferee” shall have the meaning set forth in Section 15(b)(ii) of the Plan.
(pp) “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.
(qq) “Plan” means this WISeSat.Space Holdings Corp. 2026 Equity Incentive Plan, as amended from time to time.
(rr) “Register of Members” means the register of members of the Company maintained in accordance with the BVI Statute.
(ss) “Restricted Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.
(tt) “Restricted Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property, subject to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(uu) “Restricted Stock” means Common Shares, subject to certain specified performance or time-based restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(vv) “SAR Period” has the meaning given such term in Section 8(c) of the Plan.
(ww) “Securities Act” means the U.S. Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.
(xx) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.
(yy) “Strike Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.
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(zz) “Subsidiary” means, with respect to any specified Person:
(i) any corporation, company, association or other business entity of which more than 50% of the total voting power of shares (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
(ii) any partnership or limited partnership (or any comparable non-British Virgin Islands entity (A) the sole general partner (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
(aaa) “Substitute Award” has the meaning given such term in Section 5(e).
(bbb) “Treasury Regulation” means the United States Department of Treasury regulations promulgated under the Code.
4. Administration.
(a) The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act and Applicable Law (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
(b) Subject to the provisions of the Plan and Applicable Law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, in each case, to the extent consistent with the terms of the Plan.
(c) The Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the Exchange Act.
(d) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company.
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(e) To the maximum extent permitted by law, no member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. To the maximum extent permitted by law, each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s memorandum and articles of association. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s memorandum and articles of association, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.
(f) Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan.
5. Grant of Awards; Shares Subject to the Plan; Limitations.
(a) The Committee may, from time to time, grant Awards to one or more Eligible Persons.
(b) Subject to adjustment as provided in Section 13 of the Plan and to Section 5(e) below, the maximum number of Common Shares that may be delivered in satisfaction of Awards under the Plan as of the Effective Date shall be a number of Common Shares equal to 15% of all outstanding Common Shares immediately following the Effective Date. In addition, subject to adjustment as provided in Section 13, such maximum number of Common Shares will automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2027 and ending on (and including) January 1, 2036, in an amount equal to 5% of the total number of Common Shares outstanding on December 31st of the preceding year; provided, however, that the maximum of total awards under the Plan should be equal to 15% of the Common Shares on such day. The maximum number of Common Shares that may be granted under the Plan during any single fiscal year to any Participant who is a non-employee director, when taken together with any cash fees paid to such non-employee director during such year in respect of his service as a non-employee director (including service as a member or chair of any committee of the Board), shall not exceed $750,000 in total value (calculating the value of any such Awards based on the Fair Market Value on the Date of Grant of such Awards for financial reporting purposes); provided that the non-employee directors who are considered independent (under the rules of the NASDAQ Stock Market or other securities exchange on which the Common Shares are traded) may make exceptions to this limit for a non-executive chair of the Board, if any, in which case the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.
(c) In the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Common Shares (either actually or by attestation) or by the withholding of Common Shares by the Company, or (ii) tax or deduction liabilities arising from such Option or other Award are satisfied by the tendering of Common Shares (either actually or by attestation) or by the withholding of Common Shares by the Company, then in each such case the Common Shares so tendered or withheld shall be added to the Common Shares available for grant under the Plan on a one-for-one basis. Common Shares underlying Awards under the Plan that are forfeited, canceled, expire unexercised, or are settled in cash shall also be available again for issuance as Awards under the Plan.
(d) Common Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.
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(e) Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). The number of Common Shares underlying any Substitute Awards shall not be counted against the aggregate number of Common Shares available for Awards under the Plan.
6. Eligibility. Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee or from a person designated by the Committee, that they have been selected to participate in the Plan.
7. Options.
(a) Generally. Each Option granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall be subject to the conditions set forth in this Section 7 and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Subject to Section 13 and Section 5(e), the maximum aggregate number of Common Shares that may be issued through the exercise of Incentive Stock Options granted under the Plan is the number of Common Shares specified in Section 5(b) above, which, for the avoidance of doubt, such share limit shall not be subject to the annual adjustment provided in Section 5(b) and shall not be increased by Common Shares that again become available for issuance pursuant to Section 5(c). Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company or of any “parent corporation” or “subsidiary corporation” of the Company (within the meaning of Section 424(e) and (f) of the Code, respectively), and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(1) of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. To the extent that the aggregate Fair Market Value (determined as of the Date of Grant) of Common Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan and all other plans of the Company and its “parent corporations” and “subsidiary corporations”) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.
(b) Exercise Price. Except with respect to Substitute Awards, the exercise price (“Exercise Price”) per Common Share for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company or any related corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)), the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant.
(c) Vesting and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company or any related corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)); provided, further, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. If the Option would expire at a time when the exercise of the Option would violate applicable securities laws, the expiration date applicable to the Option will be automatically extended to a date that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided, that in no event shall such expiration date be extended beyond the expiration of the Option Period.
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(d) Method of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any taxes required to be withheld or paid upon exercise of such Option. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option, accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares to the Company); provided that such Common Shares are not subject to any pledge, charge, mortgage or other security interest and are Mature Shares; and (ii) by such other method as the Committee may permit in accordance with Applicable Law, in its sole discretion, including without limitation: (A) in other property having a Fair Market Value on the date of exercise equal to the Exercise Price, (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price, or (C) by a “net exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option was exercised that number of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for the Common Shares for which the Option was exercised. No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
(e) Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Shares acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Shares before the later of (i) two years after the Date of Grant of the Incentive Stock Option or (ii) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession of any Common Shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.
(f) Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the U.S. Sarbanes-Oxley Act of 2002, if applicable; any other Applicable Law; the applicable rules and regulations of the U.S. Securities and Exchange Commission; or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.
8. Stock Appreciation Rights.
(a) Generally. Each SAR granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject to the conditions set forth in this Section 8 and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.
(b) Strike Price. Except with respect to Substitute Awards, the Strike Price per Common Share for each SAR shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant.
(c) Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. If the SAR would expire at a time when the exercise of the SAR would violate applicable securities laws, the expiration date applicable to the SAR will be automatically extended to a date that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided, that in no event shall such expiration date be extended beyond the expiration of the SAR Period.
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(d) Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded.
(e) Payment. Upon the exercise of a SAR, the Company shall pay as a contractual entitlement to the Participant an amount equal to the number of shares subject to the SAR that are being exercised, multiplied by the excess, if any, of the Fair Market Value of one Common Share on the exercise date over the Strike Price, less an amount equal to any taxes required to be withheld or paid. The Company shall pay such amount in cash, in Common Shares having a Fair Market Value equal to such amount, or any combination thereof, as determined by the Committee. No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
9. Restricted Stock and Restricted Stock Units.
(a) Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such grant shall be subject to the conditions set forth in this Section 9 and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
(b) Restricted Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall be held by the Company rather than held in such restricted account pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an agreement governing restrictions on the Restricted Stock satisfactory to the Committee, if applicable, and (ii) the appropriate irrevocable proxy with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an agreement governing restrictions on the Restricted Stock and irrevocable proxy within the amount of time specified by the Committee, the Award shall be null and void (and where Restricted Stock has been granted, such Restricted Stock shall be subject to forfeiture). Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including, without limitation, the right to vote such Restricted Stock and the right to receive dividends, if applicable; provided, however, that any dividends or other distributions payable with respect to Restricted Stock shall be withheld by the Company and shall be subject to the same vesting, forfeiture, and transfer restrictions as the Restricted Stock to which they relate, and shall not be paid to the Participant unless and until such Restricted Stock vests. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect thereto shall terminate without further obligation on the part of the Company.
(c) Vesting. Unless otherwise provided by the Committee in an Award Agreement the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award.
(d) Delivery of Restricted Stock and Settlement of Restricted Stock Units.
(i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement or agreement governing restrictions on shares is used, upon such expiration, the Company shall (where the Company has elected to issue share certificates in respect of such shares) deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share) or shall register such shares in the Participants name (to the extent not already so registered) without any such restrictions. Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in Common Shares having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award Agreement) and shall be deemed to have waived in writing any right to such dividends that he would otherwise be entitled to.
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(ii) Unless otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of such Restricted Stock Units or (B) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of Applicable Law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the Fair Market Value of the Common Shares as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any taxes required to be withheld or paid.
10. Other Stock-Based Awards and Other Cash-Based Awards.
(a) Other Stock-Based Awards. The Committee may grant types of equity-based or equity-related Awards not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted Common Shares), in such amounts and subject to such terms and conditions, as the Committee shall determine. Such Other Stock-Based Awards may involve the transfer of actual Common Shares to Participants, or payment in cash or otherwise of amounts based on the value of Common Shares. The terms and conditions of such Awards shall be consistent with the Plan and set forth in the Award Agreement and need not be uniform among all such Awards or all Participants receiving such Awards.
(b) Other Cash-Based Awards. The Committee may grant a Participant a cash Award not otherwise described by the terms of the Plan, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.
(c) Value of Awards. Each Other Stock-Based Award shall be expressed in terms of Common Shares or units based on Common Shares, as determined by the Committee, and each Other Cash-Based Award shall be shall be expressed in terms of cash, as determined by the Committee. The Committee may establish Performance Goals in its discretion pursuant to Section 12, and any such Performance Goals shall be set forth in the applicable Award Agreement. If the Committee exercises its discretion to establish Performance Goals, the number and/or value of Other Stock-Based Awards or Other Cash-Based Awards that will be paid out to the Participant will depend on the extent to which such Performance Goals are met.
(d) Payment of Awards. Payment, if any, with respect to an Other Stock-Based Award or Other Cash-Based Award shall be made in accordance with the terms of the Award, as set forth in the Award Agreement, in cash, Common Shares or a combination of cash and Common Shares, as the Committee determines.
(e) Vesting. The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards or Other Cash-Based Awards following the Participant’s termination of employment or service (including by reason of such Participant’s death, disability (as determined by the Committee), or termination without Cause). Such provisions shall be determined in the sole discretion of the Committee and will be included in the applicable Award Agreement but need not be uniform among all Other Stock-Based Awards or Other Cash-Based Awards issued pursuant to the Plan and may reflect distinctions based on the reasons for the termination of employment or service.
11. Dividend Equivalents. No adjustment shall be made in the Common Shares issuable or taken into account under Awards on account of cash dividends that may be paid or other rights that may be issued to the holders of Common Shares prior to issuance of such Common Shares under such Award. The Committee may grant Dividend Equivalents based on the dividends declared on Common Shares that are subject to any Award (other than an Option or Stock Appreciation Right). Any Award of Dividend Equivalents may be credited as of the dividend payment dates, during the period between the Date of Grant of the Award and the date the Award becomes payable or terminates or expires, as determined by the Committee; however, Dividend Equivalents shall not be payable unless and until the Award becomes payable, and shall be subject to forfeiture to the same extent as the underlying Award. Dividend Equivalents may be subject to any additional limitations and/or restrictions determined by the Committee. Dividend Equivalents shall be payable in cash, Common Shares or converted to full-value Awards, calculated based on such formula, as may be determined by the Committee.
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12. Performance Compensation Awards.
(a) Generally. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan, to designate such Award as a Performance Compensation Award. The Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award. Unless otherwise determined by the Committee, all Performance Compensation Awards shall be evidenced by an Award Agreement.
(b) Discretion of Committee with Respect to Performance Compensation Awards. The Committee shall have the discretion to establish the terms, conditions and restrictions of any Performance Compensation Award. With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula.
(c) Performance Criteria. The Committee may establish Performance Criteria that will be used to establish the Performance Goal(s) for Performance Compensation Awards which may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions; (xxxiii) personal targets, goals or completion of projects; and (xxxiv) such other criteria as established by the Committee in its discretion from time to time. Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparable or peer companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. Any Performance Criteria that are financial metrics, may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP.
(d) Modification of Performance Goal(s). The Committee is authorized at any time to adjust or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect any specified circumstance or event that occurs during a Performance Period, including but not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) unusual and/or infrequently occurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) discontinued operations; (viii) any other specific unusual or infrequently occurring or non-recurring events, or objectively determinable category thereof; (ix) foreign exchange gains and losses; and (x) a change in the Company’s fiscal year.
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(e) Terms and Condition to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period. Unless otherwise determined by the Committee, a Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (i) the Performance Goals for such period are achieved; and (ii) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals. Following the completion of a Performance Period, the Committee shall determine whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate the amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period.
13. Changes in Capital Structure and Similar Events. In the event of (a) any dividend (other than cash dividends) or other distribution (whether in the form of cash, Common Shares, other securities or other property), recapitalization, issue of bonus shares, division of shares, consolidation of shares, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Shares, or (b) unusual or infrequently occurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, subject to the requirements of Code Sections 409A, 421, and 422, if applicable, including without limitation any or all of the following:
(a) adjusting any or all of (i) the number of Common Shares or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (ii) the terms of any outstanding Award, including, without limitation, (A) the number of Common Shares or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (B) the Exercise Price or Strike Price with respect to any Award or (C) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);
(b) providing for a substitution or assumption of Awards in a manner that substantially preserves the applicable terms of such Awards;
(c) accelerating the exercisability or vesting of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event;
(d) modifying the terms of Awards to add events, conditions or circumstances (including termination of employment within a specified period after a Change in Control) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate;
(e) deeming any performance measures (including, without limitation, Performance Criteria and Performance Goals) satisfied at target, maximum or actual performance through closing or such other level determined by the Committee in its sole discretion, or providing for the performance measures to continue (as is or as adjusted by the Committee) after closing;
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(f) providing that for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that would not otherwise become exercisable prior to the Change in Control will be exercisable as to all Common Shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place after giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or SARs not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control; and
(g) canceling any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per Common Share received or to be received by other shareholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Common Shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a Common Share subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however, that in the case of any “equity restructuring” (within the meaning of the U.S. Financial Accounting Standards Board Accounting Standards Codification Topic 718), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be final, conclusive and binding for all purposes.
14. Amendments and Termination.
(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Common Shares may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.
(b) Amendment of Award Agreements; Repricing. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, unless the Committee determines, in its sole discretion, that the amendment is necessary for the Award to comply with Code Section 409A. In addition, the Committee shall, without the approval of the shareholders of the Company, have the authority to reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights.
15. General.
(a) Award Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such Award of the death, disability (as determined by the Committee) or termination of employment or service of a Participant, or of such other events as may be determined by the Committee.
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(b) Nontransferability.
(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under Applicable Law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, mortgaged, charged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, mortgage, charge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, mortgage, charge attachment, sale, transfer or encumbrance.
(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and his Immediate Family Members; (C) a partnership, limited partnership or limited liability company whose only partners or shareholders or stockholders are the Participant and his Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award Agreement (each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as, a “Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.
(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.
(c) Tax Withholding and Deductions.
(i) A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to deduct and withhold, from any cash, Common Shares, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other property) of any required taxes (up to the maximum statutory rate under Applicable Law as in effect from time to time as determined by the Committee) and deduction in respect of an Award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such taxes.
(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing tax and deduction liability by (A) the delivery of Common Shares (which are not subject to any pledge, mortgage, charge or other security interest and are Mature Shares, except as otherwise determined by the Committee) owned by the Participant having a Fair Market Value equal to such liability or (B) having the Company withhold from the number of Common Shares otherwise deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such liability.
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(d) No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall have any Claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. A Participant’s sole remedy for any Claim related to the Plan or any Award shall be against the Company, and no Participant shall have any Claim or right of any nature against any Subsidiary or Affiliate of the Company or any shareholder or stockholder or existing or former director, officer or employee of the Company or any Subsidiary of the Company. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any Claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any Claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.
(e) International Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, sub-plans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.
(f) Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his spouse or, if the Participant is unmarried at the time of death, his estate.
(g) Termination of Employment/Service. Unless determined otherwise by the Committee at any time following such event and subject to Section 15(r) of the Plan: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate.
(h) No Rights as a Shareholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitled to the privileges of ownership in respect of Common Shares or other securities that are subject to Awards hereunder until such shares have been issued to that person.
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(i) Government and Other Regulations.
(i) The obligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all Applicable Laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Common Shares or other securities pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the U.S. Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the Common Shares or other securities to be offered or sold under the Plan. Subject to the requirements of the memorandum and articles of association of the Company and the BVI Statute, the Committee shall have the authority to cause there to be made to the Register of Members all necessary updates and to provide that all certificates for Common Shares (where the Company elects to issue them) or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the United States federal securities laws, or the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable U.S. federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.
(ii) The Committee may cancel an Award or any portion thereof if the Committee determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets, the Company’s issuance of Common Shares or other securities to the Participant, the Participant’s acquisition of Common Shares or other securities from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common Shares in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Common Shares subject to such Award or portion thereof that is canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of issuance of Common Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.
(j) Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior Claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(k) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or share options or other equity-based awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.
(l) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees or service providers under general law.
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(m) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of or service provider to the Company or the Committee or the Board, other than himself.
(n) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.
(o) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the British Virgin Islands applicable to contracts made and performed wholly within the British Virgin Islands, without giving effect to the conflict of laws provisions thereof.
(p) Severability. If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the Applicable Laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
(q) Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor company, corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor company, corporation or organization succeeding to substantially all of the assets and business of the Company.
(r) Code Section 409A.
(i) Notwithstanding any provision of the Plan to the contrary, all Awards made under the Plan are intended to be exempt from or, in the alternative, comply with Code Section 409A and the authoritative guidance thereunder, including the exceptions for stock rights or share rights and short-term deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate payment for purposes of Code Section 409A.
(ii) If a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of his termination of service, no amount that is nonqualified deferred compensation subject to Code Section 409A and that becomes payable by reason of such termination of service shall be paid to the Participant (or in the event of the Participant’s death, the Participant’s representative or estate) before the earlier of (x) the first business day after the date that is six months following the date of the Participant’s termination of service, and (y) within 30 days following the date of the Participant’s death. For purposes of Code Section 409A, a termination of service shall be deemed to occur only if it is a “separation from service” within the meaning of Code Section 409A, and references in the Plan and any Award Agreement to “termination of service” or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Code Section 409A, unless the applicable Award Agreement provides otherwise, such Award shall be payable upon the Participant’s “separation from service” within the meaning of Code Section 409A. If any Award is or becomes subject to Code Section 409A and if payment of such Award would be accelerated or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed modified, only to the extent necessary to avoid the imposition of any additional tax under Code Section 409A, to mean a “change in control event” as such term is defined for purposes of Code Section 409A.
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(iii) Any adjustments made pursuant to Section 13 to Awards that are subject to Code Section 409A shall be made in compliance with the requirements of Code Section 409A, and any adjustments made pursuant to Section 13 to Awards that are not subject to Code Section 409A shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Code Section 409A or (y) comply with the requirements of Code Section 409A.
(iv) Notwithstanding any provision of the Plan or any Award Agreement to the contrary, neither the Company nor any Affiliate makes any representation or warranty that any Award is exempt from, or complies with, Code Section 409A, and neither the Company nor any Affiliate shall have any liability to any Participant or any other person for any tax, interest or penalty imposed under Code Section 409A, or for any damages arising from an Award failing to be exempt from, or to comply with, Code Section 409A.
(s) Expenses; Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.
(t) Other Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Common Shares or other securities under an Award, that the Participant execute lock-up, shareholder or other agreements, as it may determine in its sole and absolute discretion.
(u) Payments. Participants shall be required to pay, to the extent required by Applicable Law, any amounts required to receive Common Shares or other securities under any Award made under the Plan.
(v) Erroneously Awarded Compensation. All Awards shall be subject (including on a retroactive basis) to (i) any clawback, forfeiture or similar incentive compensation recoupment policy established from time to time by the Company, including, without limitation, any such policy established to comply with the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) Applicable Law (including, without limitation, Section 304 of the U.S. Sarbanes-Oxley Act and Section 954 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (iii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the Common Shares or other securities are listed or quoted, and such requirements shall be deemed incorporated by reference into all outstanding Award Agreements.
(w) Data Privacy. By accepting an Award, each Participant acknowledges and consents to the collection, use, processing and transfer, in electronic or other form, of personal data about the Participant by the Company, its Affiliates and third parties assisting in the implementation, administration and management of the Plan, in each case for the exclusive purpose implementing, administering and managing the Participant’s participation in the Plan, and acknowledges that such personal data may be transferred to recipients located in jurisdictions that may have different data protection standards than those in the Participant’s country of residence. Any such collection, use, processing and transfer shall be carried out in accordance with Applicable Law.
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Exhibit 4.4
WISeSat.Space Holdings Corp.
2026 Employee Share Purchase Program
ARTICLE 1
PURPOSE
The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a share ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries.
The Plan consists of two components: the Section 423 Component and the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of Options under the Non-Section 423 Component, which need not qualify as Options granted pursuant to an “employee stock purchase plan” under Section 423 of the Code; such Options granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities laws or other objectives for Eligible Employees and the Designated Subsidiaries in locations outside of the United States. Except as otherwise provided herein, the Non-Section 423 Component will operate and be administered in the same manner as the Section 423 Component. Offerings intended to be made under the Section 423 Component that fail to meet the qualification requirements of Section 423 of the Code shall be deemed to be made under the Non-Section 423 Component, and Offerings intended to be made under the Non-Section 423 Component will be designated as such by the Administrator at or prior to the time of such Offering.
For purposes of this Plan, the Administrator may designate separate Offerings under the Plan, the terms of which need not be identical, in which Eligible Employees will participate, even if the dates of the applicable Offering Period(s) in each such Offering are identical, provided that the terms of participation are the same within each separate Offering under the Section 423 Component as determined under Section 423 of the Code. Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous Offerings under the Section 423 Component and the Non-Section 423 Component of the Plan.
ARTICLE 2
DEFINITIONS
As used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:
2.1 “Administrator” means the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1 hereof.
2.2 “Agent” means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan.
2.3 “Board” means the Board of Directors of the Company.
2.4 “BVI Statute” shall mean the BVI Business Companies Act (As Revised) of the British Virgin Islands.
2.5 “Business Combination Agreement” means that certain Business Combination Agreement, by and among Columbus Acquisition Corp, the Company, WISeSat Merger Sub Corp., WISeSat.Space Corp. and WISeKey International Holding Ltd., dated as of November 9, 2025 as amended from time to time.
2.6 “Code” means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative authority issued thereunder.
2.7 “Committee” means the Compensation Committee of the Board or other similar committee, and if no such committee exists, then the Board shall be the Committee.
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2.8 “Common Shares” means the Company’s ordinary shares, no par value per share (and any stock or shares or other securities into which such ordinary shares may be converted into or for which they may be exchanged).
2.9 “Company” means WISeSat.Space Holdings Corp., a BVI business company incorporated in the British Virgin Islands, or any successor.
2.10 “Compensation” of an Employee means, unless otherwise determined by the Administrator, the regular earnings or base salary, bonuses and commissions paid to the Employee from the Company or any Designated Subsidiary on each Payday as compensation for services to the Company or any Designated Subsidiary, before deduction for any salary deferral contributions made by the Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, shift differentials, vacation pay, salaried production schedule premiums, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, prior week adjustments and weekly bonus, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross ups and taxable mileage allowance, income received in connection with any stock options, restricted stock, restricted stock units or other compensatory equity awards and all contributions made by the Company or any Designated Subsidiary for the Employee’s benefit under any employee benefit plan now or hereafter established. Such Compensation shall be calculated before deduction of any income or employment tax withholdings, but shall be withheld from the Employee’s net income.
2.11 “Delivery” or the term “delivery” and any derivations of the same, when used in this Plan in connection with Common Shares includes the issuance of Common Shares pursuant to this Plan or the transfer of Common Shares pursuant to this Plan.
2.12 “Designated Subsidiary” means each Subsidiary, including any Subsidiary in existence on the Effective Date and any Subsidiary formed or acquired following the Effective Date, that has been designated by the Board or Committee from time to time in its sole discretion as eligible to participate in the Plan, in accordance with Section 7.2 hereof, such designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Subsidiary may participate in either the Section 423 Component or Non-Section 423 Component, but not both; provided that a Subsidiary that, for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the Section 423 Component shall automatically constitute a Designated Subsidiary that participates in the Section 423 Component. The designation by the Administrator of Designated Subsidiaries and changes in such designations by the Administrator shall not require shareholder approval.
2.13 “Effective Date” means the date on which the transactions contemplated by the Business Combination Agreement are consummated, provided that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Company’s shareholders.
2.14 “Eligible Employee” means an Employee:
(a) who is customarily scheduled to work at least 20 hours per week;
(b) whose customary employment is more than five months in a calendar year; and
(c) who, after the granting of the Option, would not be deemed for purposes of Section 423(b) (3) of the Code to possess 5% or more of the total combined voting power or value of all classes of shares or stock of the Company or any Subsidiary.
For purposes of clause (c), the rules of Section 424(d) of the Code with regard to the attribution of share or stock ownership shall apply in determining the share or stock ownership of an individual, and shares or stock which an Employee may purchase under outstanding options shall be treated as shares or stock owned by the Employee.
Notwithstanding the foregoing, the Administrator may exclude from participation in the Section 423 Component as an Eligible Employee:
(x) any Employee that is a “highly compensated employee” of the Company or any Designated Subsidiary (within the meaning of Section 414(q) of the Code), or that is such a “highly compensated employee” (A) with compensation above a specified level, (B) who is an officer or (C) who is subject to the disclosure requirements of Section 16(a) of the Exchange Act; or
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(y) any Employee who is a citizen or resident of a jurisdiction outside the United States (without regard to whether they are also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (A) the grant of the Option is prohibited under the laws of the jurisdiction governing such Employee, or (B) compliance with the laws of the jurisdiction outside the United States would cause the Section 423 Component, any Offering thereunder or an Option granted thereunder to violate the requirements of Section 423 of the Code;
provided that any exclusion in clauses (x) or (y) shall be applied in an identical manner under each Offering to all Employees of the Company and all Designated Subsidiaries, in accordance with Treas. Reg. § 1.423-2(e). Notwithstanding the foregoing, with respect to the Non-Section 423 Component, the first sentence in this definition shall apply in determining who is an “Eligible Employee,” except (a) the Administrator may limit eligibility further within the Company or a Designated Subsidiary so as to only designate some Employees of the Company or a Designated Subsidiary as Eligible Employees, and (b) to the extent the restrictions in the first sentence in this definition are not consistent with applicable local laws, the applicable local laws shall control.
2.15 “Employee” means any person who renders services to the Company or a Designated Subsidiary in the status of an employee within the meaning of Section 3401(c) of the Code. “Employee” shall not include any director of the Company or a Designated Subsidiary who does not render services to the Company or a Designated Subsidiary in the status of an employee within the meaning of Section 3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Designated Subsidiary and meeting the requirements of Treas. Reg. § 1.421-1(h)(2). Where the period of leave exceeds three months, or such other period specified in Treas. Reg. § 1.421-1(h)(2), and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three-month period, or such other period specified in Treas. Reg. § 1.421-1(h)(2).
2.16 “Enrollment Date” means the first day of each Offering Period.
2.17 “Exercise Date” means the last day of each Purchase Period, except as provided in Section 5.2 hereof.
2.18 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
2.19 “Fair Market Value” means, as of any date, the value of Common Shares determined as follows:
(a) If Common Shares are (i) listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, the Fair Market Value shall be the closing sales price for a share of Common Shares as quoted on such exchange or system for such date or, if there is no closing sales price for a share of Common Shares on the date in question, the closing sales price for a share of Common Shares on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(b) If the Common Shares are not listed on an established securities exchange, national market system or automated quotation system, but the Common Shares are regularly quoted by a recognized securities dealer, the Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share of Common Shares on such date, the high bid and low asked prices for a share of Common Shares on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
(c) If the Common Shares are neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, the Fair Market Value shall be established by the Administrator in good faith.
2.20 “Grant Date” means the first day of an Offering Period.
2.21 “New Exercise Date” has the meaning set forth in Section 5.2(b) hereof.
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2.22 “Non-Section 423 Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which Options may be granted to non-U.S. Eligible Employees that need not satisfy the requirements for Options granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.
2.23 “Offering” means an offer under the Plan of an Option that may be exercised during an Offering Period as further described in Section 4 hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company or a Designated Subsidiary shall be deemed a separate Offering, even if the dates and other terms of the applicable Purchase Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering under the Section 423 Component need not be identical, provided that the terms of the Section 423 Component and an Offering thereunder together satisfy Treas. Reg. § 1.423-2(a)(2) and (a)(3).
2.24 “Offering Period” means such period of time commencing on such dates as determined by the Board or Committee, in its discretion, and with respect to which Options shall be granted to Participants. The duration and timing of Offering Periods may be established or changed by the Board or Committee at any time, in its sole discretion. Notwithstanding the foregoing, in no event may an Offering Period exceed 27 months.
2.25 “Option” means the right to purchase shares of Common Shares pursuant to the Plan during each Offering Period.
2.26 “Option Price” means the purchase price of a share of Common Shares hereunder as provided in Section 4.2 hereof.
2.27 “Parent” means any entity that is a parent corporation of the Company within the meaning of Section 424 of the Code.
2.28 “Participant” means any Eligible Employee who elects to participate in the Plan.
2.29 “Payday” means the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary.
2.30 “Plan” means this WISeSat.Space Holdings Corp.2026 Employee Share Purchase Program, including both the Section 423 Component and Non-Section 423 Component and any other sub-plans or appendices hereto, as amended from time to time.
2.31 “Plan Account” means a bookkeeping account established and maintained by the Company in the name of each Participant.
2.32 “Purchase Period” means such period of time commencing on such dates as determined by the Board or Committee, in its discretion, within each Offering Period. The first Purchase Period of each Offering Period shall commence on the Grant Date and end with the next Exercise Date. The duration and timing of Purchase Periods may be established or changed by the Board or Committee at any time, in its sole discretion. Notwithstanding the foregoing, in no event may a Purchase Period exceed the duration of the Offering Period under which it is established.
2.33 “Register of Members” means the register of members of the Company maintained in accordance with the BVI Statute.
2.34 “Section 409A” means Section 409A of the Code, as amended, and all regulations, guidance and other interpretative authority issued thereunder.
2.35 “Section 423 Component” means those Offerings under the Plan that are intended to meet the requirements under Section 423(b) of the Code.
2.36 “Securities Act” means the U.S. Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.
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2.37 “Subsidiary” means any entity that is a subsidiary corporation of the Company within the meaning of Section 424 of the Code. In addition, with respect to the Non-Section 423 Component, Subsidiary shall include any corporate or non-corporate entity in which the Company has a direct or indirect equity interest or significant business relationship and is a subsidiary or parent of the Company for purposes of a Form S-8 Registration Statement under the Securities Act.
2.38 “Treas. Reg.” means U.S. Department of the Treasury regulations.
2.39 “Withdrawal Election” has the meaning set forth in Section 6.1(a) hereof.
ARTICLE 3
PARTICIPATION
3.1 Eligibility.
(a) Any Eligible Employee who is employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles 4 and 5 hereof, and, for the Section 423 Component, the limitations imposed by Section 423(b) of the Code.
(b) No Eligible Employee shall be granted an Option under the Section 423 Component which permits the Participant’s rights to purchase shares of Common Shares under the Plan, and to purchase stock under all other employee stock or share purchase plans of the Company, any Parent or any Subsidiary subject to Section 423 of the Code, to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined at the time such Option is granted) for each calendar year in which such Option is outstanding at any time. The limitation under this Section 3.1(b) shall be applied in accordance with Section 423(b)(8) of the Code.
3.2 Election to Participate; Payroll Deductions
(a) Except as provided in Sections 3.2(e) and 3.3 hereof, an Eligible Employee may become a Participant in the Plan only by means of payroll deduction. Each individual who is an Eligible Employee as of an Offering Period’s Enrollment Date may elect to participate in such Offering Period and the Plan by delivering to the Company a payroll deduction authorization no later than the period of time prior to the applicable Enrollment Date that is determined by the Administrator, in its sole discretion.
(b) Subject to Section 3.1(b) hereof and except as may otherwise be determined by the Administrator, payroll deductions (i) shall equal at least 1% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date, but not more than 15% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date; and (ii) may be expressed either as (A) a whole number percentage, or (B) a fixed dollar amount. Amounts deducted from a Participant’s Compensation with respect to an Offering Period pursuant to this Section 3.2 shall be deducted each Payday through payroll deduction and credited to the Participant’s Plan Account; provided that for the first Offering Period, payroll deductions shall not begin until such date determined by the Board or Committee, in its sole discretion.
(c) Following at least one payroll deduction, a Participant may decrease (to as low as zero) the amount deducted from such Participant’s Compensation only once during an Offering Period upon ten calendar days’ prior written notice to the Company. A Participant may not increase the amount deducted from such Participant’s Compensation during an Offering Period. Notwithstanding the foregoing, the Administrator may alter the limitations in this subsection for a particular Offering Period in the writing designating the terms and conditions for the Offering.
(d) Upon the completion of an Offering Period, each Participant in such Offering Period shall automatically participate in the immediately following Offering Period at the same payroll deduction percentage or fixed amount as in effect at the termination of such Offering Period, unless such Participant delivers to the Company a different election with respect to the successive Offering Period in accordance with Section 3.2(a) hereof, or unless such Participant becomes ineligible for participation in the Plan.
(e) Notwithstanding any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions; provided, however, that, for any Offering under the Section 423 Component, the Administrator must determine that any alternative method of contribution is applied on an equal and uniform basis to all Eligible Employees in the Offering.
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3.3 Leave of Absence. During leaves of absence approved by the Company meeting the requirements of Treas. Reg. § 1.421-1(h)(2), a Participant may continue participation in the Plan by making cash payments to the Company on the Participant’s normal Payday equal to the Participant’s authorized payroll deduction.
ARTICLE 4
PURCHASE OF SHARES
4.1 Grant of Option. The Company may make one or more Offerings under the Plan, which may be successive or overlapping with one another, until the earlier of: (i) the date on which the shares of Common Shares available under the Plan have been sold or (ii) the date on which the Plan is suspended or terminates. The Administrator shall designate the terms and conditions of each Offering in writing, including without limitation, the Offering Period and the Purchase Periods. Each Participant shall be granted an Option with respect to an Offering Period on the applicable Grant Date. Subject to the limitations of Section 3.1(b) hereof, the number of shares of Common Shares subject to a Participant’s Option shall be determined by dividing (a) such Participant’s payroll deductions accumulated prior to an Exercise Date and retained in the Participant’s Plan Account on such Exercise Date by (b) the applicable Option Price; provided that in no event shall a Participant be permitted to purchase during each Offering Period more than 100,000 shares of Common Shares (subject to any adjustment pursuant to Section 5.2 hereof and which, for the Section 423 Component, shall be subject to the limitations described in Section 3.1(b)). The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Shares that a Participant may purchase during such future Offering Periods. Each Option shall expire on the last Exercise Date for the applicable Offering Period immediately after the automatic exercise of the Option in accordance with Section 4.3 hereof, unless such Option terminates earlier in accordance with Article 6 hereof.
4.2 Option Price. The “Option Price” per share of Common Shares to be paid by a Participant upon exercise of the Participant’s Option on an Exercise Date for an Offering Period shall equal 85% of the lesser of the Fair Market Value of a share of Common Shares on (a) the applicable Grant Date and (b) the applicable Exercise Date, or such other price designated by the Administrator; provided further, that no Option Price shall be designated by the Administrator that would cause the Section 423 Component to fail to meet the requirements under Section 423(b) of the Code.
4.3 Purchase of Shares.
(a) On each Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s part be deemed to have exercised the Participant’s Option to purchase at the applicable per share Option Price the largest number of whole shares of Common Shares which can be purchased with the amount in the Participant’s Plan Account. Any balance less than the per share Option Price that is remaining in the Participant’s Plan Account (after exercise of such Participant’s Option) as of the Exercise Date shall be carried forward to the next Purchase Period or Offering Period, unless the Participant has elected to withdraw from the Plan pursuant to Section 6.1 hereof or, pursuant to Section 6.2 hereof, such Participant has ceased to be an Eligible Employee. Any balance not carried forward to the next Purchase Period or Offering Period in accordance with the prior sentence shall be promptly refunded to the applicable Participant. In no event shall an amount greater than or equal to the per share Option Price as of an Exercise Date be carried forward to the next Purchase Period or Offering Period.
(b) As soon as practicable following each Exercise Date, the number of shares of Common Shares purchased by such Participant pursuant to Section 4.3(a) hereof shall be delivered with or without the issuance of a share certificate to either (i) the Participant or (ii) an account established in the Participant’s name at a stock brokerage or other financial services firm designated by the Company. If the Company is required to obtain from any commission or agency authority to issue any such shares of Common Shares, the Company shall seek to obtain such authority. Inability of the Company to obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful issuance of any such shares shall relieve the Company from liability to any Participant except to refund to the Participant such Participant’s Plan Account balance, without interest thereon.
4.4 Automatic Termination of Offering Period. If the Fair Market Value of a share of Common Shares on any Exercise Date (except the final scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a share of Common Shares on the Grant Date for an Offering Period, then such Offering Period shall terminate on such Exercise Date after the automatic exercise of the Option in accordance with Section 4.3 hereof, and each Participant shall automatically be enrolled in the Offering Period that commences immediately following such Exercise Date and such Participant’s payroll deduction authorization shall remain in effect for such Offering Period.
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4.5 Transferability of Rights. An Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. No option or interest or right to the Option shall be available to pay off any debts, contracts or engagements of the Participant or the Participant’s successors in interest or shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempt at disposition of the Option shall have no effect.
ARTICLE 5
PROVISIONS RELATING TO COMMON SHARES
5.1 Common Shares Reserved. Subject to adjustment as provided in Section 5.2 hereof, the maximum number of shares of Common Shares that shall be made available for sale under the Plan shall be the sum of (a) two percent (2%) of Common Shares outstanding immediately following the Effective Date and (b) an annual increase on the first day of each calendar year beginning in 2027 and ending in 2036 equal to the lesser of (i) 2% of the shares of Common Shares outstanding on the last day of the immediately preceding calendar year and (ii) such lower number of shares of Common Shares as may be determined by the Board; provided, however, that no more than 20,000,000 shares may be issued under the Plan. Shares made available for sale under the Plan may be authorized but unissued shares, treasury shares that are Common Shares, or reacquired shares of Common Shares reserved for issuance under the Plan. All or any portion of such maximum number of shares may issued under the Section 423 Component.
5.2 Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Shares which have been authorized for issuance under the Plan but not yet placed under Option, as well as the price per share and the number of shares of Common Shares covered by each Option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Shares resulting from the issue of bonus shares, a division of shares, a consolidation of shares, a share dividend, or reclassification of the Common Shares, or any other increase or decrease in the number of shares of Common Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Shares subject to an Option.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Periods then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Administrator shall notify each Participant in writing prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to be an Eligible Employee as provided in Section 6.2 hereof.
(c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another company or corporation, unless each outstanding Option shall be assumed or an equivalent Option substituted by the successor company or corporation or a Parent or Subsidiary of the successor company or corporation, any Offering Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed sale or merger. The Administrator shall notify each Participant in writing prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to be an Eligible Employee as provided in Section 6.2 hereof.
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5.3 Insufficient Shares. If the Administrator determines that, on a given Exercise Date, the number of shares of Common Shares with respect to which Options are to be exercised may exceed the number of shares of Common Shares remaining available for sale under the Plan on such Exercise Date, the Administrator shall make a pro rata allocation of the shares of Common Shares available for issuance on such Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants exercising Options to purchase Common Shares on such Exercise Date, and unless additional shares are authorized for issuance under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section 7.5 hereof. If an Offering Period is so terminated, then the balance of the amount credited to the Participant’s Plan Account which has not been applied to the purchase of shares of Common Shares shall be paid to such Participant in one lump sum in cash within 30 days after such Exercise Date, without any interest thereon.
5.4 Rights as Shareholders. With respect to shares of Common Shares subject to an Option, a Participant shall not be deemed to be a shareholder of the Company and shall not have any of the rights or privileges of a shareholder. A Participant shall have the rights and privileges of a shareholder of the Company when, but not until, shares of Common Shares have been recorded as held by such Participant (or such nominee or broker as may be permitted under the terms of this Plan) in the Register of Members following exercise of the Participant’s Option.
ARTICLE 6
TERMINATION OF PARTICIPATION
6.1 Cessation of Contributions; Voluntary Withdrawal.
A Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice of such election to the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established by the Administrator (a “Withdrawal Election”). A Participant electing to withdraw from the Plan may elect to either (i) withdraw all of the funds then credited to the Participant’s Plan Account as of the date on which the Withdrawal Election is received by the Company, in which case amounts credited to such Plan Account shall be returned to the Participant in one lump-sum payment in cash within 30 days after such election is received by the Company, without any interest thereon, and the Participant shall cease to participate in the Plan and the Participant’s Option for such Offering Period shall terminate; or (ii) exercise the Option for the maximum number of whole shares of Common Shares on the applicable Exercise Date with any remaining Plan Account balance returned to the Participant in one lump-sum payment in cash within 30 days after such Exercise Date, without any interest thereon, and after such exercise cease to participate in the Plan. Upon receipt of a Withdrawal Election, the Participant’s payroll deduction authorization and the Participant’s Option shall terminate.
(a) A Participant’s withdrawal from the Plan shall not have any effect upon the Participant’s eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the Participant withdraws.
(b) A Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the Plan during that Offering Period.
6.2 Termination of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, such Participant’s Option for the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from the Plan, and such Participant’s Plan Account shall be paid to such Participant or, in the case of the Participant’s death, to the person or persons entitled thereto pursuant to applicable law, within 30 days after such cessation of being an Eligible Employee, without any interest thereon. If a Participant transfers employment from the Company or any Designated Subsidiary participating in the Section 423 Component to any Designated Subsidiary participating in the Non-Section 423 Component, such transfer shall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the Section 423 Component; however, any contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component, and such Participant shall immediately join the then-current Offering under the Non-Section 423 Component upon the same terms and conditions in effect for the Participant’s participation in the Section 423 Component, except for such modifications otherwise applicable for Participants in such Offering. A Participant who transfers employment from any Designated Subsidiary participating in the Non-Section 423 Component to the Company or any Designated Subsidiary participating in the Section 423 Component shall not be treated as terminating the Participant’s employment and shall remain a Participant in the Non-Section 423 Component until the earlier of (i) the end of the current Offering Period under the Non-Section 423 Component, or (ii) the Enrollment Date of the first Offering Period in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern transfers of employment between companies participating in the Section 423 Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code.
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ARTICLE 7
GENERAL PROVISIONS
7.1 Administration.
(a) The Plan shall be administered by the Committee. To the extent permitted by the BVI Statute and the memorandum and articles of association of the Company the Committee may delegate administrative tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including establishing and maintaining an individual securities account under the Plan for each Participant.
(b) It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of the Plan. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i) To establish and terminate Offerings;
(ii) To determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be identical);
(iii) To select Designated Subsidiaries in accordance with Section 7.2 hereof;
(iv) To impose a mandatory holding period pursuant to which Participants may not dispose of or transfer shares of Common Shares purchased under the Plan for a period of time determined by the Administrator in its discretion; and
(v) To construe and interpret the Plan, the terms of any Offering and the terms of the Options and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, any Offering or any Option, in a manner and to the extent it shall deem necessary or expedient to administer the Plan, subject to Section 423 of the Code for the Section 423 Component.
(c) The Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding handling of participation elections, payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of share certificates which vary with local requirements. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan.
(d) The Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of Section 5.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.
(e) All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company. The Administrator may, with the approval of the Committee, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Administrator, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company and all other interested persons. To the extent permitted by the BVI Statute and the memorandum and articles of association of the Company no member of the Board or Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options, and all members of the Board or Administrator shall be fully protected by the Company with respect to any such action, determination, or interpretation.
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7.2 Designation of Subsidiary Corporations. The Board or Administrator shall designate from time to time the Subsidiaries that shall constitute Designated Subsidiaries, and determine whether such Designated Subsidiaries shall participate in the Section 423 Component or Non-Section 423 Component. The Board or Administrator may designate a Subsidiary, or terminate the designation of a Subsidiary, without the approval of the shareholders of the Company.
7.3 Reports. Individual accounts shall be maintained for each Participant in the Plan. Statements of Plan Accounts shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Option Price, the number of shares purchased and the remaining cash balance, if any.
7.4 No Right to Employment. Nothing in the Plan shall be construed to give any person (including any Participant) the right to remain in the employ of the Company, a Parent or a Subsidiary or to affect the right of the Company, any Parent or any Subsidiary to terminate the employment of any person (including any Participant) at any time, with or without cause, which right is expressly reserved.
7.5 Amendment and Termination of the Plan.
(a) The Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time to time. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision), with respect to the Section 423 Component, or any other applicable law, regulation or stock exchange rule, the Company shall obtain shareholder approval of any such amendment to the Plan in such a manner and to such a degree as required by Section 423 of the Code or such other law, regulation or rule.
(b) If the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may in its discretion modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:
(i) altering the Option Price for any Offering Period including an Offering Period underway at the time of the change in Option Price;
(ii) shortening any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Administrator action; and
(iii) allocating shares of Common Shares.
Such modifications or amendments shall not require shareholder approval or the consent of any Participant.
(c) Upon termination of the Plan, the balance in each Participant’s Plan Account shall be refunded as soon as practicable after such termination, without any interest thereon.
7.6 Use of Funds; No Interest Paid. All funds received by the Company by reason of purchase of shares of Common Shares under the Plan shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose. No interest shall be paid to any Participant or credited under the Plan.
7.7 Term; Approval by Shareholders. No Option may be granted during any period of suspension of the Plan or after termination of the Plan. The Plan shall be submitted for the approval of the Company’s shareholders within 12 months after the date of the Board’s initial adoption of the Plan. Options may be granted prior to such shareholder approval; provided, however, that such Options shall not be exercisable prior to the time when the Plan is approved by the shareholders; provided, further that if such approval has not been obtained by the end of the 12-month period, all Options previously granted under the Plan shall thereupon terminate and be cancelled and become null and void without being exercised.
7.8 Effect Upon Other Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company, any Parent or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company, any Parent or any Subsidiary (a) to establish any other forms of incentives or compensation for Employees of the Company or any Parent or any Subsidiary, or (b) to grant or assume Options otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business, shares, stock or assets of any corporation, firm or association.
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7.9 Conformity to Securities Laws. Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemption rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
7.10 Notice of Disposition of Shares. Each Participant shall give the Company prompt notice of any disposition or other transfer of any shares of Common Shares, acquired pursuant to the exercise of an Option granted under the Section 423 Component, if such disposition or transfer is made (a) within two years after the applicable Grant Date or (b) within one year after the transfer of such shares of Common Shares to such Participant upon exercise of such Option. The Company may direct that any certificates evidencing shares acquired pursuant to the Plan refer to such requirement.
7.11 Tax Withholding. The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other compensation payable to each Participant of any sums required by applicable federal, state, local or non-U.S. tax law to be withheld with respect to any purchase of shares of Common Shares under the Plan or any sale of such shares.
7.12 Governing Law. The Plan and all rights and obligations thereunder shall be construed and enforced in accordance with the laws of the British Virgin Islands, without regard to the conflict of law rules thereof or of any other jurisdiction.
7.13 Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
7.14 Conditions To Issuance of Shares.
(a) Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any entries in its Register of Members or otherwise evidencing shares of Common Shares pursuant to the exercise of an Option by a Participant, unless and until the Board or the Committee has determined, with advice of counsel, that the issuance of such shares of Common Shares is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation system on which the shares of Common Shares are listed or traded, and the shares of Common Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board or the Committee may require that a Participant make such reasonable covenants, agreements, and representations as the Board or the Committee, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.
(b) All certificates for shares of Common Shares delivered pursuant to the Plan and all shares of Common Shares delivered pursuant to entries in the Register of Members are subject to any restrictions on the transfer of such Common Shares (including stop-transfer orders and other restrictions) as the Committee deems necessary or advisable to comply with United States federal or state securities laws, rules and regulations or other non-United States securities laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the shares of Common Shares are listed, quoted, or traded. The Committee may, in its sole discretion, require a Participant as a condition to the grant of any Options and/or the issue of any Common Shares pursuant to this Plan to enter into such form of covenants, agreements, and representations in relation to such restrictions on the transfer of such Common Shares as the Committee deems fit. The Committee may also place legends on any certificate or in the Register of Members to reference restrictions applicable to the shares of Common Shares.
(c) The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Committee.
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(d) Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, the Company may elect not to deliver to any Participant certificates evidencing shares of Common Shares issued in connection with any Option and solely record the issuance of shares of Common Shares in the Register of Members.
7.15 Equal Rights and Privileges. All Eligible Employees of the Company (or of any Designated Subsidiary) granted Options pursuant to an Offering under the Section 423 Component shall have equal rights and privileges under this Plan to the extent required under Section 423 of the Code so that the Section 423 Component qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Any provision of the Section 423 Component that is inconsistent with Section 423 of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code. Eligible Employees participating in the Non-Section 423 Component need not have the same rights and privileges as Eligible Employees participating in the Section 423 Component.
7.16 Rules Particular to Specific Countries. Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to Participants who are tax residents of a particular non-U.S. country or who are non-U.S. nationals or employed in non-U.S. jurisdictions may be subject to an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to govern Offerings under the Section 423 Component or the Non-Section 423 Component, as determined by the Administrator). To the extent that the terms and conditions set forth in an appendix or sub-plan conflict with any provisions of the Plan, the provisions of the appendix or sub-plan shall govern with the exception of Section 5.1 hereof. The adoption of any such appendix or sub-plan shall be pursuant to Section 7.1 above. Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures, with respect to Participants who are non-U.S. nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Subsidiaries from participation in the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures, establishment of bank or trust accounts to hold payroll deductions or contributions.
7.17 Section 409A. The Section 423 Component of the Plan and the Options granted pursuant to Offerings thereunder are intended to be exempt from the application of Section 409A. Neither the Non-Section 423 Component nor any Option granted pursuant to an Offering thereunder is intended to constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A. Notwithstanding any provision of the Plan to the contrary, if the Administrator determines that any Option granted under the Plan may be or become subject to Section 409A or that any provision of the Plan may cause an Option granted under the Plan to be or become subject to Section 409A, the Administrator may adopt such amendments to the Plan and/or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions as the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, either through compliance with the requirements of Section 409A or with an available exemption therefrom.
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Exhibit 4.5
Amended and Restated REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 1, 2026, by and among (i) WISeSat.Space Holdings Corp., a British Virgin Islands company (including any successor entity thereto, “Pubco”), (ii) Columbus Acquisition Corp., a Cayman Islands exempted company (together with its successors, “CAC”), (iii) Hercules Capital Management VII Corp., a British Virgin Islands company (“Sponsor”), (iv) each of the undersigned parties that were “Investors” under the Original Agreement (as defined below), together with the limited partners of Sponsor that are parties hereto (the “CAC LPs”) (collectively, other than Sponsor under the Original Agreement, the “CAC Insiders” and together with Sponsor, the “CAC Investors”), (v) WISeKey International Holdings Limited, a Swiss corporation (together with its successors, including after its anticipated domestication to the British Virgin Islands, “Seller”), and (vi) the undersigned parties listed as “Insiders” on the signature pages hereto (the “Insiders”, and together with Seller, the “Exchange Investors”, and the CAC Investors and the Exchange Investors being each an “Investor”, and collectively the “Investors”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the BCA (defined below).
WHEREAS, the Sponsor holds an aggregate of 29,737 ordinary shares, par value $0.0001 per share, of CAC, the CAC LPs together hold an aggregate of 1,325,235 ordinary shares, par value $0.0001 per share, of CAC, and the former and current directors of CAC, who are included among the CAC Insiders, collectively hold an aggregate of 36,000 ordinary shares, par value $0.0001 per share, of CAC (collectively with such shares held by the Sponsor and the CAC LPs, the “Founder Shares”), and the Sponsor holds an aggregate of 234,290 units of CAC that were issued to Sponsor in a private placement that was consummated substantially concurrently with the IPO on January 24, 2025 (the “Private Units”), each unit consisting of one ordinary share and one right to receive one-seventh of one ordinary share upon the consummation of CAC’s business combination;
WHEREAS, CAC and Sponsor are parties to that certain Registration Rights Agreement dated as of January 22, 2025 (the “Original Agreement”), pursuant to which CAC granted certain registration rights to Sponsor and CAC Insiders with respect to CAC’s securities;
WHEREAS, on November 9, 2025, CAC, Pubco, the Seller, 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”), entered into a certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “BCA”);
WHEREAS, pursuant to the BCA and subject to the terms and conditions thereof, upon the consummation of the transactions contemplated thereby (the “Closing”), among other matters, (a) Pubco will acquire all of the issued and outstanding shares of the Company from Seller in exchange for Pubco Ordinary Shares and Pubco Class F Shares (“Exchange Shares”), such that the Company will become a wholly owned subsidiary of Pubco and the Seller will become a shareholder of Pubco, and immediately thereafter (the “Share Exchange”); (b) Merger Sub will merge with and into CAC, with CAC continuing as the surviving company (the “Merger”), as a result of which, (i) CAC shall become a wholly owned subsidiary of Pubco; and (ii) each issued and outstanding security of CAC immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco; and (c) immediately after the consummation of the Merger, the Seller may, in its sole discretion, distribute to the Seller’s shareholders (the “Parent Shareholders”) a number of Pubco Class A ordinary shares equal to up to ten percent (10%) of the Exchange Shares (the “Seller Distribution”), all upon the terms and subject to the conditions set forth in the BCA and in accordance with the provisions of applicable Law;
WHEREAS, simultaneously with the execution and delivery of the BCA, Seller entered into a lock-up agreement with Pubco and CAC (the “Seller Lock-Up Agreement”), pursuant to which Seller agreed not to transfer its Exchange Shares for a certain period of time after the Closing other than the Seller Distribution;
WHEREAS, simultaneously with the execution and delivery of the BCA, Exchange Investors, Pubco, CAC and the CAC Investors entered into certain registration rights agreement on November 9, 2025 (“First Amended and Restated Registration Agreement”), which amended and restated the Original Agreement;
WHEREAS, Sponsor distributed Founder Shares to the CAC LPs on August 24, 2026, as a result of which, the CAC LPs became holders of CAC Ordinary Shares, and effective as of October 1, 2026, the CAC LPs entered into a joinder to the Insider Letter Amendment (as defined below) (the “Insider Letter Joinder”); and
WHEREAS, the parties hereto desire to amend and restate the First Amended and Restated Registration Agreement in its entirety in the form of this Agreement in order to add certain CAC LPs as parties and to revise the terms thereof in order to reflect the transactions contemplated by the BCA, including the issuance of the Pubco Shares thereunder, and to provide the CAC LPs with certain rights relating to the registration of the Pubco Ordinary Shares received by them in exchange for their Founder Shares pursuant to the BCA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA. The following capitalized terms used herein have the following meanings:
“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“BCA” is defined in the recitals to this Agreement.
“CAC Investor Registrable Securities” means an aggregate of 1,658,732 Pubco Ordinary Shares issued by Pubco under the BCA to the CAC Investors for their Founder Shares, Private Units, and CAC Working Capital Units; and including any warrants, capital shares or other securities of Pubco issued as a dividend or other distribution with respect to or in exchange for or in replacement or consideration of the foregoing securities.
“CAC Working Capital Units” means the units into which working capital loans extended to CAC by the Sponsor or affiliates of the Sponsor or certain of the Company’s officers or directors may be convertible.
“Closing” is defined in the recitals to this Agreement.
“Company” is defined in the recitals to this Agreement.
“Demand Registration” is defined in Section 2.1.1.
“Demanding Holder” is defined in Section 2.1.1.
“Disinterested Independent Director” means an independent director serving on Pubco’s board of directors at the applicable time of determination that is disinterested in this Agreement (i.e., such independent director is not an Investor, an Affiliate of an Investor, or an officer, director, manager, employee, trustee or beneficiary of an Investor or its Affiliate, nor an immediate family member of any of the foregoing).
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time.
“Exchange Investor” is defined in the preamble to this Agreement.
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“Exchange Investor Registrable Securities” means the Exchange Shares, including any warrants, capital shares or other securities of Pubco issued as a dividend or other distribution with respect to or in exchange for or in replacement or consideration of the foregoing securities.
“Exchange Shares” is defined in the recitals to this Agreement.
“Indemnified Party” is defined in Section 4.3.
“Indemnifying Party” is defined in Section 4.3.
“Insider Letter” means that certain letter agreement, dated as of January 22, 2025, by and among CAC, Sponsor, and the other parties thereto, as amended by the Insider Letter Amendment.
“Insider Letter Amendment” means that certain amendment to the Insider Letter dated November 9, 2025 by and among CAC, Sponsor and the other parties thereto.
“Investor(s)” is defined in the preamble to this Agreement, and include any transferee of the Registrable Securities (so long as they remain Registrable Securities) of an Investor permitted under this Agreement and with respect to a Lock-Up Investor, its Lock-Up Agreement.
“Investor Indemnified Party” is defined in Section 4.1.
“Lock-Up Agreement” means, as to each Exchange Investor, the Seller Lock-Up Agreement, and as to the CAC Investors, the Insider Letter Joinder.
“Maximum Number of Securities” is defined in Section 2.1.4.
“Merger Sub” is defined in the recitals to this Agreement.
“Original Agreement” is defined in the recitals to this Agreement.
“Piggy-Back Registration” is defined in Section 2.2.1.
“Pro Rata” is defined in Section 2.1.4.
“Proceeding” is defined in Section 6.9.
“Pubco” is defined in the preamble to this Agreement, and shall include Pubco’s successors by merger, acquisition, reorganization or otherwise.
“Register,” “Registered” and “Registration” mean a registration or offering effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registrable Securities” means any of the Exchange Investor Registrable Securities and the CAC Investor Registrable Securities; provided that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Pubco and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume limitations. Notwithstanding anything to the contrary contained herein, a Person shall be deemed to be an “Investor holding Registrable Securities” (or words to that effect) under this Agreement only if they are an Investor or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of any Investor permitted under this Agreement and any applicable Lock-Up Agreement. The Registrable Securities of each Investor as of the date of this Agreement are set forth on Annex A hereto.
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“Registration Statement” means a registration statement filed by Pubco with the SEC in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4, F-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).
“Rule 144” means Rule 144 promulgated under the Securities Act.
“SEC” means the United States Securities and Exchange Commission or any successor thereto.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time.
“Share Exchange” is defined in the recitals to this Agreement.
“Seller Distribution” is defined in the recitals to this Agreement.
“Seller Lock-Up Agreement” is defined in the recitals to this Agreement.
“Short Form Registration” is defined in Section 2.3.
“Specified Courts” is defined in Section 6.9.
2. REGISTRATION RIGHTS.
2.1 Demand Registration.
2.1.1 Request for Registration. At any time and from time to time after the Closing, (i) Investors holding a majority-in-interest of the Exchange Investor Registrable Securities then issued and outstanding, or (ii) Investors holding a majority-in-interest of the CAC Investor Registrable Securities, may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, Pubco will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify Pubco within fifteen (15) days after the receipt by the Investor of the notice from Pubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated under this Section 2.1.1 to effect more than (x) an aggregate of two (2) Demand Registrations initiated by Investors holding Exchange Investor Registrable Securities and (y) an aggregate of two (2) Demand Registrations initiated by Investors holding CAC Investor Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant to this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.
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2.1.2 Effective Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with respect to such Demand Registration has been declared effective and Pubco has complied in all material respects with its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the SEC or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that Pubco shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.
2.1.3 Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and advise Pubco as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration shall be conditioned upon such Demanding Holder’s participation in such underwritten offering and the inclusion of such Demanding Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering by a majority-in-interest of the Investors initiating the Demand Registration and reasonably acceptable to Pubco.
2.1.4 Reduction of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises Pubco and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Pubco Ordinary Shares or other securities which Pubco desires to sell and the Pubco Ordinary Shares or other securities, if any, as to which Registration by Pubco has been requested pursuant to written contractual piggy-back registration rights held by other security holders of Pubco who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then Pubco shall include in such Registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (all pro rata in accordance with the number of securities that each applicable Person has requested be included in such registration, regardless of the number of securities held by each such Person, as long as they do not request to include more securities than they own (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary Shares (including Pubco Class F Shares) are included in the offering, the calculations under this Section 2.1.4 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis.
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2.1.5 Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to Pubco and the underwriters or underwriter of their request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration in such event, then such registration shall not count as a Demand Registration provided for in Section 2.1.
2.2 Piggy-Back Registration.
2.2.1 Piggy-Back Rights. If, at any time after the Closing, Pubco proposes to file a Registration Statement under the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by Pubco for its own account or for security holders of Pubco for their account (or by Pubco and by security holders of Pubco including pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Pubco’s existing security holders, (iii) for an offering of debt that is convertible into equity securities of Pubco, or (iv) for a dividend reinvestment plan, then Pubco shall (x) give written notice of such proposed filing to Investors holding Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering or registration, the intended method(s) of distribution, and the name of the proposed managing underwriters or underwriter, if any, of the offering, and (y) offer to Investors holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Investors may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). To the extent permitted by applicable securities laws with respect to such registration by Pubco or another demanding security holder, Pubco shall use its best efforts to cause (i) such Registrable Securities to be included in such registration and (ii) the managing underwriters or underwriter of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of Pubco and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Investors holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriters or underwriter shall enter into an underwriting agreement in customary form with the underwriters or underwriter selected for such Piggy-Back Registration.
2.2.2 Reduction of Offering. If the managing underwriters or underwriter for a Piggy-Back Registration that is to be an underwritten offering advises Pubco and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of Pubco Ordinary Shares or other Pubco securities which Pubco desires to sell, taken together with the Pubco Ordinary Shares or other Pubco securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the Investors holding Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the Pubco Ordinary Shares or other Pubco securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other security holders of Pubco, exceeds the Maximum Number of Securities, then Pubco shall include in any such registration:
(a) If the registration is undertaken for Pubco’s account: (i) first, the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
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(b) If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first, the Pubco Ordinary Shares or other securities for the account of the Demanding Holders, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(c) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1: (i) first, the Pubco Ordinary Shares or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.
In the event that Pubco securities that are convertible into Pubco Ordinary Shares (including Pubco Class F Shares) are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration and offering.
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2.2.3 Withdrawal. Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to Pubco of such request to withdraw prior to the effectiveness of the Registration Statement. Pubco (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement without any liability to the applicable Investor, subject to the next sentence and the provisions of Section 4. Notwithstanding any such withdrawal, Pubco shall pay all expenses incurred in connection with such Piggy-Back Registration as provided in Section 3.3 (subject to the limitations set forth therein) by Investors holding Registrable Securities that requested to have their Registrable Securities included in such Piggy-Back Registration.
2.3 Short Form Registrations. After the Closing, any Investor(s) holding Registrable Securities may at any time and from time to time, request in writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3 or F-3 or any similar short-form registration which may be available at such time (“Short Form Registration”); provided, however, that Pubco shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, Pubco will promptly give written notice of the proposed registration to all other Investors holding Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such Investors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Pubco; provided, however, that Pubco shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not available to Pubco for such offering; or (ii) if Investors holding Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.
3. REGISTRATION PROCEDURES.
3.1 Filings; Information. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section 2, Pubco shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing Registration Statement. Pubco shall use its best efforts to, after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Pubco then qualifies or which counsel for Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable efforts to cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Pubco shall have the right to defer any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish to Investors requesting to include their Registrable Securities in such registration a certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of Pubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the filing would require premature disclosure of material information which is not in the interests of Pubco to disclose at such time; provided further, however, that Pubco shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder.
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3.1.2 Copies. Pubco shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to Investors holding Registrable Securities included in such registration, and such Investors’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as Investors holding Registrable Securities included in such registration or legal counsel for any such Investors may request in order to facilitate the disposition of the Registrable Securities owned by such Investors.
3.1.3 Amendments and Supplements. Pubco shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable Securities as defined by this Agreement.
3.1.4 Notification. After the filing of a Registration Statement, Pubco shall promptly, and in no event more than five (5) Business Days after such filing, notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall further notify such Investors promptly and confirm such advice in writing in all events within five (5) Business Days after the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Pubco shall take all actions required to prevent the entry of such stop order or to remove it if entered); (iv) any request by the SEC for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information; and (v) the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to Investors holding Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, Pubco shall furnish to Investors holding Registrable Securities included in such Registration Statement and to the legal counsel for any such Investors, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Investors and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided that such Investors and their legal counsel must provide any comments promptly (and in any event within five (5) Business Days) after receipt of such documents.
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3.1.5 State Securities Laws Compliance. Pubco shall use its reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Pubco and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Pubco shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise subject.
3.1.6 Agreements for Disposition. To the extent required by an underwriting agreement or similar agreements, Pubco shall enter into reasonable customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of Pubco in any underwriting agreement which are made to or for the benefit of any underwriters, to the extent applicable, shall also be made to and for the benefit of Investors holding Registrable Securities included in such Registration Statement. No Investor holding Registrable Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Investor’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Investor’s material agreements and organizational documents, and with respect to written information relating to such Investor that such Investor has furnished in writing expressly for inclusion in such Registration Statement.
3.1.7 Cooperation. The principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer of Pubco and all other officers and members of the management of Pubco shall reasonably cooperate in any offering of Registrable Securities hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with underwriters, attorneys, accountants and potential investors.
3.1.8 Records. Pubco shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any underwriters participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by any Investor holding Registrable Securities included in such Registration Statement or any underwriters, all financial and other records, pertinent corporate documents and properties of Pubco, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Pubco’s officers, directors and employees to supply all information reasonably requested by any of them in connection with such Registration Statement; provided that Pubco may require execution of a reasonable confidentiality agreement prior to sharing any such information.
3.1.9 Opinions and Comfort Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary comfort letters, to the extent so reasonably required by any underwriting agreement.
3.1.10 Earnings Statement. Pubco shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available to its shareholders if reasonably required, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
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3.1.11 Listing. Pubco shall use its best efforts to cause all Registrable Securities that are Pubco Ordinary Shares included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Pubco are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Investors holding a majority-in-interest of the Registrable Securities included in such registration.
3.1.12 Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, Pubco shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road show” presentations that may be reasonably requested by the underwriters in any underwritten offering.
3.2 Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or upon any suspension by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Investor will destroy all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.
3.3 Registration Expenses. Subject to Section 4, Pubco shall bear all reasonable costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Short Form Registration effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for Pubco and fees and expenses for independent certified public accountants retained by Pubco (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by Pubco in connection with such registration; and (ix) the reasonable fees and expenses (up to a maximum of $30,000 in the aggregate in connection with such registration) of one legal counsel selected by Investors holding a majority-in-interest of the Registrable Securities included in such registration for such legal counsel’s review, comment and finalization of the proposed Registration Statement and other relevant documents. Pubco shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling security holders and Pubco shall bear the expenses of the underwriters pro rata in proportion to the respective amount of securities each is selling in such offering.
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3.4 Information. Investors holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested by Pubco, or the managing underwriters, if any, in connection with the preparation of such Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the obligation to comply with federal and applicable state securities laws. Investors selling Registrable Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation reasonably requested by Pubco or the managing underwriters.
4. INDEMNIFICATION AND CONTRIBUTION.
4.1 Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any underwriters of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such underwriters on substantially the same basis as that of the indemnification provided above in this Section 4.1.
4.2 Indemnification by Investors Holding Registrable Securities. Subject to the provisions of this Section 4.2 below, each Investor selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Investor, indemnify and hold harmless Pubco, each of its directors and officers and each underwriters (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such underwriters within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to Pubco by such selling Investor expressly for use therein (provided, however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the indemnifying Investor, such consent not to be unreasonably withheld, delayed or conditioned), and shall reimburse Pubco, its directors and officers, each underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Investor.
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4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party (acting reasonably), consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.
4.4 Contribution.
4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.
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4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Investor holding Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Investor from the sale of Registrable Securities which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
5. RULE 144.
5.1 Rule 144. Pubco covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as Investors holding Registrable Securities may reasonably request, all to the extent required from time to time to enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. Upon the request of any holder of Registrable Securities, the Company shall deliver to such Holder a written certification of a duly authorized officer as to (A) whether the Company has filed (i) all reports and other materials required to be filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the Company was required to file such reports and materials), other than Current Reports on Form 8-K and (ii) current “Form 10 information” (within the meaning of Rule 144 under the Securities Act) with the SEC reflecting the Company’s status as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144 under the Securities Act and (B) the first date that the Company filed “Form 10 information” (within the meaning of Rule 144 under the Securities Act) with the SEC.
6. MISCELLANEOUS.
6.1 Other Registration Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the holders of Registrable Securities, has any right to require Pubco to register any of Pubco’s share capital for sale or to include Pubco’s share capital in any registration filed by Pubco for the sale of share capital for its own account or for the account of any other Person.
6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days’ prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of any transfer of Registrable Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.
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6.3 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, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Pubco or (after the Closing) CAC:
WISeSat.Space
Holdings Corp. |
with a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP |
If to Sponsor or any CAC Insider, to:
Hercules
Capital Management VII Corp. |
with a copy (which will not constitute notice) to:
Loeb
and Loeb LLP |
If to Seller, to:
WISeKey
International Holding Ltd. |
with a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP |
| If to an Insider, to: the address set forth underneath such Insider’s name on the signature page. | with a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP |
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6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything to the contrary contained in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco by a Person receiving Registrable Securities in connection with the Closing, such Person failing to provide such signature shall not be a party to this Agreement or have any rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement as among such other parties.
6.5 Entire Agreement. This Agreement (together with the BCA and the Lock-Up Agreements to the extent incorporated herein, and including all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the BCA, any other Ancillary Document. Without prejudice to the generality of the foregoing, this Agreement amends, restates, supersedes and replaces in its entirety the First Amended and Restated Registration Agreement. All references to the First Amended and Restated Registration Agreement in any other document shall, from and after the date hereof, be deemed to refer to this Agreement (except to the extent, if any, that such interpretation would conflict with the terms of this Agreement as they refer or pertain to the First Amended and Restated Registration Agreement).
6.6 Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement 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) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and 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 in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
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6.7 Amendments; Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of Pubco (after the Closing by a majority of the Disinterested Independent Directors), Investors holding a majority-in-interest of the Exchange Investor Registrable Securities, and Investors holding a majority-in-interest of the CAC Investor Registrable Securities; provided, that any amendment or waiver of this Agreement which affects an Investor in a manner materially and adversely disproportionate to other Investors will also require the consent of such Investor. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.
6.8 Remedies Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
6.9 Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. Each party hereto hereby (i) submits to the exclusive jurisdiction of any state or federal court located in New York County, New York (or in any appellate court therefrom) (the “Specified Courts”) for the purpose of any claim, action, litigation or other legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (a “Proceeding”), and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any Proceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 6.3. Nothing in this Section 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.
6.10 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
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6.11 Authorization to Act on Behalf of Pubco. The parties acknowledge and agree that from and after the Closing, the Disinterested Independent Directors, by vote, consent, approval or determination of a majority of the Disinterested Independent Directors, are authorized and shall have the sole right to act on behalf of Pubco under this Agreement, including the right to enforce Pubco’s rights and remedies under this Agreement. Without limiting the foregoing, in the event that an Investor serves as a director, officer, employee or other authorized agent of Pubco, such Investor shall have no authority, express or implied, to act or make any determination on behalf of Pubco in connection with this Agreement or any dispute or Action with respect hereto.
6.12 Termination of BCA. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the BCA is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.
6.13 Counterparts. This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW}
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IN WITNESS WHEREOF, the parties have caused this Amended and Restated Registration Rights Agreement to be executed and delivered as of the date first written above.
| Pubco: | ||
| WISESAT.SPACE HOLDINGS CORP. | ||
| By: | /s/ Carlos Moreira | |
| Name: | Carlos Moreira | |
| Title: | Director | |
| CAC: | ||
| COLUMBUS ACQUISITION CORP. | ||
| By: | /s/ Fen Zhang | |
| Name: | Fen Zhang | |
| Title: | Chief Executive Officer | |
| Sponsor: | |
| HERCULES CAPITAL MANAGEMENT VII CORP. |
| By: | /s/ Fen Zhang | |
| Name: | Fen Zhang | |
| Title: | Sole Director |
| CAC Insiders: | |
| /s/ Fen Zhang | |
| Fen Zhang | |
| /s/ Jie Hu | |
| Jie Hu | |
| /s/ M. Anthony Wong | |
| M. Anthony Wong |
{Signature Page to Amended and Restated Registration Rights Agreement}
| /s/ Kevin McKenzie | |
| Kevin McKenzie | |
| /s/ Qian Xu | |
| Qian Xu | |
| /s/ Mengqi Ding | |
| Mengqi Ding | |
| /s/ Rong Yang Li | |
| Rong Yang Li | |
| /s/ Jing Quan Zhang | |
| Jing Quan Zhang | |
| /s/ John Jiang Shen | |
| John Jiang Shen | |
| /s/ Jingwei Hu | |
| Jingwei Hu | |
| /s/ Zhifeng Zhu | |
| Zhifeng Zhu | |
| /s/ Chunhua Zhu | |
| Chunhua Zhu |
| Hercules Capital Holding Corp | ||
| By: | /s/ Fen Zhang | |
| Name: | Fen Zhang | |
| Title: | Sole Director | |
| Seller: | |
| WISEKEY INTERNATIONAL HOLDINGS LIMITED |
| By: | /s/ Carlos Moreira | |
| Name: | Carlos Moreira | |
| Title: | Chief Executive Officer | |
| By: | /s/ John O’Hara | |
| Name: | John O’Hara | |
| Title: | Chief Financial Officer |
{Signature Page to Amended and Restated Registration Rights Agreement}
| Insider: | ||
| SEALSQ Corp. | ||
| By: | /s/ Carlos Moreira | |
| Name: | Carlos Moreira | |
| Title: | Chief Executive Officer | |
| By: | /s/ John O’Hara | |
| Name: | John O’Hara | |
| Title: | Chief Financial Officer | |
| Address for Notice: | ||
| Address: | ||
| Telephone No.: | ||
| Email: | ||
{Signature Page to Amended and Restated Registration Rights Agreement}
Exhibit 4.14
|
WISESAT.SPACE
HOLDINGS corp.
and
[NAME of director] (as Director) | ||
dIRECTOR indemnity aGREEMENT
|
||
Contents
| 1 | Interpretation | 1 |
| 2 | Appointment of Director | 2 |
| 3 | Company Undertakings | 2 |
| 4 | Liability and Indemnity | 3 |
| 5 | Miscellaneous | 4 |
| 6 | Notices | 6 |
| 7 | Jurisdiction | 7 |
| 8 | Governing Law | 7 |
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| THIS AGREEMENT is dated | and is made |
BETWEEN
| 1 | wisESAT.SPACE HOLDINGS cORP., a company incorporated under the laws of the British Virgin Islands with registered number 2190784 and whose registered office is at Craigmuir Chambers, Road Town, Tortola VG1110, British Virgin Islands (the Company) |
| 2 | [NAME of DIRECTOR], [ ] (the Director). |
BACKGROUND
| A | The Company wishes to indemnify the Director on the terms set out in this Agreement. |
| B | The continued service by the Director to the Company is contingent upon the Company indemnifying the Director on the terms set out in this Agreement. |
IT IS AGREED as follows:
| 1 | Interpretation |
| 1.1 | Definitions |
In this Agreement:
Act means the BVI Business Companies Act, Revised Edition 2020.
Business Day means every day that is not a Saturday, a Sunday or a recognised public holiday in the country of intended receipt of a communication under this Agreement.
| 1.2 | Construction |
In this Agreement, references to:
| (a) | a director has the meaning given to such term in the Act; |
| (b) | law includes rules of common law and equity as well as any statute or statutory provision which amends, extends, consolidates or replaces it, or which has been amended, extended, consolidated or replaced by it, and any orders, regulations, instruments or other subordinate legislation made under it; |
| (c) | a party means a party to this Agreement; |
| (d) | a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality); |
| (e) | unlawful means prohibited or restricted by law or regulation in any relevant jurisdiction or by international sanctions; |
| (f) | US$ means the lawful currency of the United States of America; |
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| (g) | a Clause or a Schedule is a reference to a clause or a schedule to this Agreement unless otherwise stated; |
| (h) | the singular includes the plural and vice versa; and |
| (i) | the index to and headings in this Agreement are for convenience only and shall be ignored in the interpretation of this Agreement. |
| 2 | Appointment of Director |
The Director was appointed a director of the Company on [DATE].
| 3 | Company Undertakings |
| 3.1 | Information |
| (a) | The Company undertakes and confirms that it shall supply all relevant information, records and financial information to the Director which is necessary (in the opinion of the Director) for the Director to discharge his duties and responsibilities as a director of the Company. The Company undertakes that it will immediately make available to the Director any further relevant information which may be requested by the Director. |
| (b) | The Company shall procure that the Director is provided with complete and accurate information relating to the business and affairs of the Company which, in the opinion of the Director is necessary to enable the Director to perform its duties as a director of the Company to the standard imposed by this Agreement, the Act, and the applicable laws. |
| (c) | If the Director is not the only director of the Company, the Company agree and undertake to ensure that the Director shall be kept fully and promptly informed of all relevant matters concerning the Company. |
| 3.2 | Good conduct |
The Company shall provide all necessary assistance to ensure and procure that the Director shall at all times and in a timely manner obtain all advice to ensure his activities and affairs are carried out so to comply with all applicable laws.
| 3.3 | D&O Insurance |
Where commercially feasible D&O insurance may be considered and any such consideration will be undertaken on a case by case basis and as agreed between the parties.
| 3.4 | Professional advice |
The Director shall be entitled to procure professional advice (including legal advice) or services at any time when such advice or services may reasonably be required. The costs and expenses of such services shall be paid by the Company.
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| 4 | Liability and Indemnity |
| 4.1 | Duty and liability |
The Director shall use proper skill and care in carrying out his duties and obligations while a director of the Company PROVIDED HOWEVER that the Director shall not be liable for any loss suffered by the Company in connection therewith unless such loss arises from gross negligence, wilful default or fraud in performance of his duties and obligations as a director of the Company.
| 4.2 | Indemnity |
The Company hereby indemnifies and holds harmless the Director:
| (a) | against any losses, liabilities, costs, claims, actions, demands or expenses which the Director may incur or which may be made against the Director as a result of or in connection with actions taken in Director’s official capacity as a director, officer, employee or other agent of the Company, or in connection with actions taken in the Director’s official capacity while serving at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, except such as may result from the Director’s own wilful default, gross negligence or bad faith; and |
| (b) | to the fullest extent authorised or permitted by the provisions of the Company’s Memorandum and Articles of Association and the laws of the British Virgin Islands, as the same may be amended from time to time (but, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Company’s Memorandum and Articles of Association and the laws of the British Virgin Islands permitted prior to adoption of such amendment), in connection with actions taken in the Director’s official capacity as a director, officer, employee or other agent of the Company, or in connection with actions taken in the Director’s official capacity while serving at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. |
| 4.3 | Limits to indemnity |
In relation to the indemnity granted above:
| (a) | no indemnity shall be paid by the Company under this Clause unless the Director acted honestly and in good faith and, in the case of any criminal proceedings, the Director had no reasonable cause to believe that his conduct was unlawful; |
| (b) | the termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the Director did not act honestly and in good faith or that the Director had reasonable cause to believe that its conduct was unlawful; |
| (c) | if the Director has been successful in defence of any proceedings referred above, the Director shall be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the Director in connection with the proceedings irrespective of the above provisions; and |
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| (d) | no indemnity shall be paid by the Company under this Clause for which payment is actually made to the Director under a valid and collectible insurance policy or under another valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement. |
| 4.4 | Expenses |
| (a) | Subject to paragraph (b) below, if legal proceedings are brought against the Director in connection with any matter or activity for which the Director reasonably believes such matter or activity would benefit from indemnification under this Agreement, the Company shall advance, promptly following a request by the Director, an amount to cover all expenses incurred or likely to be incurred by the Director in relation to such proceedings; |
| (b) | The Company will only be required to comply with paragraph (a) above to the extent it has received an undertaking by or on behalf of the Director to repay said amounts if it shall be determined ultimately that the Director is not entitled to be indemnified under the provisions of this Agreement, the Company’s Memorandum and Articles of Association and the laws of the British Virgin Islands. |
| 4.5 | Survival of Rights |
| (a) | The rights conferred on the Director under this Agreement shall continue after the Director has ceased to be a director, officer, employee or other agent of the Company or to serve at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, but shall only be enforceable with respect to the period of time the Director actually served as a director, officer, employee or other agent of the Company or served at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and shall inure to the benefit of the Director’s heirs, executors and administrators. |
| (b) | The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. |
| 5 | Miscellaneous |
| 5.1 | Entire agreement |
| (a) | This Agreement (and any documents referred to in it) contains the whole agreement between the parties relating to the matters contemplated by this Agreement and supersedes all previous understandings and agreements between the parties relating to these transactions. |
| (b) | Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty of any person (whether a party or not) other than as expressly set out in this Agreement. |
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| 5.2 | Severability |
If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
| (a) | the validity or enforceability in that jurisdiction of any other provision of this Agreement; or |
| (b) | the validity or enforceability in other jurisdictions of that or any other provision of this Agreement. |
| 5.3 | Delay |
No delay or omission on the part of any party in exercising any right, power or remedy provided by the law of any jurisdictions or under this Agreement shall:
| (a) | impair such right, power or remedy; or |
| (b) | operate as a waiver thereof. |
| 5.4 | Counterparts |
This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
| 5.5 | Amendments and waivers |
This Agreement may only be amended by an instrument in writing signed by each. No waiver of any right or rights arising under this Agreement shall be effective unless such waiver is in writing and signed by the party whose rights are being waived.
| 5.6 | Language |
All documents and notices provided or given in connection with this Agreement shall be in English.
| 5.7 | Assignment |
| (a) | No party may assign or transfer its rights and/or obligations arising under, out of or in connection with this Agreement to any other person without the prior written consent of of the other parties. No party may create any security interest over its rights arising under or in connection with this Agreement. |
| (b) | Notwithstanding Clause 5.7(a) above, the obligations of the Company shall bind its legal representatives, assigns and successors. |
| 5.8 | Confidentiality |
| (a) | The Director will treat as confidential any information relating to the business, finances and ownership of the Company or its directors and officers which it obtains in the course of acting as a director of the Company and will not disclose such information except: (i) with the consent of a director, officer or intermediary of the Company, (ii) as required by law or order of any court, or (iii) where such information is already in the public domain. |
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| (b) | The Company accepts and acknowledges: |
| (i) | the obligations of the Director to make filings with and disclosure to the Registry of Corporate Affairs and other governmental and regulatory authorities of the British Virgin Islands pursuant to the provisions of British Virgin Islands law, including the Act. |
| (ii) | that the Director may make disclosure to any request received from any overseas governmental or regulatory authorities which appears to be genuine and lawful. |
| (iii) | the obligations of the Director to comply with applicable anti money laundering legislation in the British Virgin Islands. |
| 6 | Notices |
| 6.1 | Communication in writing |
A notice or other communication given to a party under or in connection with this Agreement:
| (a) | shall be signed by or on behalf of the party giving it; |
| (b) | shall be sent for the attention of the person, at the e-mail address or physical address specified in Clause 6.2 below; |
| (c) | e-mail notices shall be by e-mail text and may include a word or portable document format (PDF) attachment which shall be deemed part of the notice; and |
| (d) | shall be delivered personally, sent by commercial courier, or sent by e-mail. |
| 6.2 | Addresses |
Any notice or other communication served under this Agreement shall be addressed as follows:
| (a) | Director: |
| (i) | address: | [●] | |
| (ii) | [●] |
| (b) | The Company: |
| (i) | address: | Avenue Louis-Casaï 58, 1216 Cointrin, Switzerland | |
| (ii) | for the attention of: | Mr. David Briffod | |
| (iii) | e-mail: | dbriffod@wisekey.com | |
| cc: legal@wisekey.com |
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| 6.3 | Delivery |
| (a) | If a notice or other communication has been properly sent or delivered in accordance with this Clause, it will be deemed to have been received as follows: |
| (i) | if delivered personally, at the time of delivery; or |
| (ii) | if delivered by commercial courier, at the time of signature of the courier’s receipt; or |
| (iii) | if sent by e-mail, at the time of electronic transmission to the required e-mail address or addresses. |
| (b) | For the purposes of this Clause all times are to be read as local time in the place of deemed receipt and if deemed receipt under this Clause is not between 9.00 am and 5.00 pm on a Business Day, the notice or other communication is deemed to have been received on the next Business Day. |
| 7 | Jurisdiction |
The courts of the British Virgin Islands shall have jurisdiction to hear and determine any action, suit or proceeding, and settle any disputes, relating to this Agreement and each party accordingly submits to the jurisdiction of the British Virgin Islands courts.
| 8 | Governing Law |
This Agreement is governed by British Virgin Islands law.
This Agreement is entered into the date first above written.
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EXECUTION PAGE
The parties have executed this agreement on the day and year first above written
Company
| Executed as a Deed by | ) | |
| WISESAT.SPACE HOLDINGS CORP | ) | |
| ) | ||
| acting by its duly authorised director | ) | (Director) |
| acting by its duly authorised director | ) | (Director) |
Director
| Executed by [Name of Director] | ) | |
| ) | (Director) |
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Exhibit 4.15
WISEQEY CORP.
and
SEALSQ CORP.
and
WISESAT.SPACE HOLDINGS CORP.
(as the Company)
CLASS F shareholders’ agreement
| Content | ||
| 1 | DefinitionS and Interpretation | 1 |
| 2 | Class F Shares Voting Agreement | 3 |
| 3 | Redemption of Class F shares | 3 |
| 4 | Constitutional Documents | 3 |
| 5 | Accession Deeds | 3 |
| 6 | Representations | 4 |
| 7 | Miscellaneous | 5 |
| 8 | Assignability | 6 |
| 9 | Notices | 6 |
| 10 | Termination | 6 |
| 11 | Confidentiality | 7 |
| 12 | Dispute Resolution | 7 |
| 13 | Governing Law | 7 |
| Schedule 1 | 8 | |
| Form of Accession Deed | 8 | |
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THIS AGREEMENT is effective dated October 1, 2026, and entered into as set forth below, and is made as a deed
BETWEEN
| 1 | WISEQEY CORP., a British Virgin Islands business company limited by shares with company number 2179417 (WISeQey), as an Original Class F Shareholder; |
| 2 | SEALSQ CORP., a British Virgin Islands business company with company number 2095496 (SEALSQ), as an Original Class F Shareholder; and |
| 3 | WISESAT.SPACE HOLDINGS CORP., a British Virgin Islands business company incorporated on 22 October 2025 (the Company), |
each a Party, together the Parties.
BACKGROUND
| A | The Parties wish to govern certain rights and obligations of the Class F Shareholders, including the exercise of their voting power in the Company. |
| B | It is intended that all future Class F Shareholders shall accede to this Agreement. |
IT IS AGREED as follows:
| 1 | DefinitionS and Interpretation |
| 1.1 | In this Agreement (including the recitals and Schedules), unless the contrary intention appears, words capitalised but not defined shall have the meaning given to them in the Articles, in addition: |
Accession Deed means a deed substantially in the form of Schedule 1 executed by a person wishing to become a New Class F Shareholder.
Articles means the memorandum and articles of association of the Company.
Necessary Action means, with respect to a result required to be caused, all actions (to the extent such actions are permitted by applicable law) reasonably necessary to cause such result, which actions may include, without limitation:
| (a) | voting or providing a written consent with respect to voting securities of the relevant entity to cause the adoption of shareholders’ resolutions and amendments to the charter or other constituent documents; |
| (b) | causing members of the board of directors or comparable governing body of the relevant entity (to the extent such members were nominated or designated by the person obligated to undertake the Necessary Action) to act in a certain manner; |
| (c) | executing agreements and instruments; and |
| (d) | making, or causing to be made, all governmental, regulatory or administrative filings that are required to achieve such result. |
1
New Class F Shareholder means each person who acquires Class F Shares (whether by subscription, transfer or otherwise) after the date of this Agreement, other than a person who is already a Party at the time of such acquisition.
New Class F Shares means all Class F Shares issued subsequent to the Original Class F Shares.
Original Class F Shares means the Class F Shares held by the Original Class F Shareholders at the date of this Agreement.
Parties shall mean the Original Class F Shareholders, the Company and any New Class F Shareholders (save that, where the context requires any Class F Shareholder who sells all of their Class F Shares shall from that time no longer be considered to be a Party).
Transaction Documents means:
| (a) | this Agreement; and |
| (b) | each Accession Deed. |
| 1.2 | In this Agreement: |
| (a) | unless the contrary intention appears, a reference to: |
| (i) | this Agreement includes the Schedules to this Agreement; |
| (ii) | an amendment includes a supplement, novation or re-enactment and amended is to be construed accordingly; |
| (iii) | an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation; |
| (iv) | a Clause or Schedule is a reference to a clause in or schedule to this Agreement respectively; |
| (v) | a relevant jurisdiction in relation to any person means a jurisdiction in which that person is incorporated, resident, domiciled, or has a branch or place of business, or is in some other way connected; |
| (vi) | tax shall be construed so as to include any tax, fund, levy, impost, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying of the same); |
| (vii) | written includes typewritten, printed, photographed or represented or reproduced by any mode of reproducing words in a visible form, including telex, facsimile, telegram, cable, electronic mail or other form of writing produced by electronic communication; |
| (viii) | a provision of law is a reference to that provision as amended or re-enacted; |
| (ix) | voting by Class F Shareholders is a reference to the casting of the votes attached to the Class F Shares held by the Class F Shareholder voting; |
| (x) | a person includes its successors, permitted transferees and assigns; |
| (xi) | the singular shall include the plural and vice versa; and |
| (xii) | a document is a reference to that document as amended. |
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| 1.3 | The word including is to be construed as being by way of illustration or emphasis only and is not to be construed as, nor shall it take effect as, limiting the generality of any foregoing words. |
| 1.4 | Where a period of time is expressed as a number of days, the days on which the period begins and ends are not included in the computation of the number of days. |
| 1.5 | The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement. |
| 1.6 | Each Party has received independent professional legal advice in relation to this Agreement, and no provision of this Agreement shall be construed contra proferentem against any Party. |
| 1.7 | This Agreement shall take effect as a Deed, notwithstanding that one or more Parties may only execute it (or an Accession Deed) under hand. |
| 2 | Class F Shares Voting Agreement |
| 2.1 | The Class F Shareholders covenant for the benefit of each other and the Company that on any Resolution of Shareholders they shall vote as one and in accordance with the majority view of the Class F Shareholders, such majority to be determined by reference to the number of Class F Shares held (and not by reference to the number of Class F Shareholders). |
| 2.2 | The majority view of the Class F Shareholders shall be the view of the Class F Shareholder or Class F Shareholders holding a majority of the Class F Shares then in issue, determined by reference to the number of Class F Shares held. Such majority view may be expressed by notice in writing signed by such Class F Shareholder or Class F Shareholders. The notice provisions at Clause 9 shall apply to this Clause 2.2. |
| 2.3 | Each Class F Shareholder irrevocably appoints each other Class F Shareholder as their proxy to vote on any Resolution of Shareholders in their absence, if required, in accordance with the majority view of the Class F Shareholders, as determined in accordance with Clause 2.2. |
| 3 | REDEMPTION of CLass f shares |
| 3.1 | Each holder of Class F Shares acknowledges the redemption provisions attached to the Class F Shares and covenants to be bound by them and to take all Necessary Action to procure that the redemption provisions have full force and effect. |
| 4 | Constitutional Documents |
| 4.1 | The Class F Shareholders agree to take all Necessary Action (including without limitation amending the Memorandum and Articles if necessary) to procure that the provisions of this Agreement have full force and effect. |
| 5 | Accession Deeds |
| 5.1 | The Company shall not issue Class F Shares unless the subscriber agrees to be bound by, and accede to, this Agreement and each Class F Shareholder irrevocably appoints the Company as its agent to execute an Accession Deed on its behalf with any person who lawfully becomes a New Class F Shareholder under this Agreement. |
| 5.2 | No Class F Shareholder shall transfer any Class F Shares except in accordance with the transfer restrictions and approval requirements set out in the Memorandum and Articles, including that any such transfer may only be made to an Affiliate permitted thereunder and is subject to approval by a Resolution of Directors. The Company shall not register any such transfer unless, prior to or contemporaneously with the transfer, the transferee has executed and delivered an Accession Deed in the form set out in Schedule 1 and thereby agreed to be bound by the terms of this Agreement as a Class F Shareholder. |
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| 6 | Representations |
| 6.1 | Each Party to this Agreement represents to each other Party (but only in respect of itself) and agrees that it has represented to each other Party to induce them to enter into this Agreement that: |
| (a) | it has full legal power, capacity and authorisation to enter into and to exercise its rights and perform its obligations under, and has taken all necessary action to authorise the entry into, performance and delivery of this Agreement; |
| (b) | the obligations expressed to be assumed by it under this Agreement are its legal, valid and binding obligations enforceable in accordance with their terms; |
| (c) | in any proceedings taken in a relevant jurisdiction of such Party, the choice of the laws of the British Virgin Islands as governing law of this Agreement and any judgment obtained in the British Virgin Islands will be recognised and enforced; |
| (d) | this Agreement is not subject to any registration or filing requirements, or any stamp duty or similar documentary tax in any relevant jurisdiction; |
| (e) | no steps have been taken or legal proceedings have been started or (to the best of such Party’s knowledge and belief) threatened against that Party for its winding-up, bankruptcy, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or any or all of that Party’s assets or revenues; and |
| (f) | it is entering into this Agreement as principal and solely for its own account, and not as the agent or partner of any other person. |
| 6.2 | Each New Class F Shareholder represents to each other Party (but only in respect of itself) and agrees that they have so represented to each other Party to induce them to enter into the relevant Accession Deed that: |
| (a) | it has reviewed the Memorandum and Articles; and |
| (b) | it has considered all relevant information relating to the investment and taken such independent legal and financial advice as it thinks necessary or desirable. |
| 6.3 | Each New Class F Shareholder shall be deemed to make each representation made by a Party in Clauses 6.1 and 6.2 with reference to the facts and circumstances then existing when executing their Accession Deed, except that references in Clause 6.1 to this Agreement shall, where the context permits, mean this Agreement and/or the relevant Accession Deed. |
| 6.4 | Each Party acknowledges and agrees that each other Party has entered into this Agreement (or, with respect to any New Class F Shareholder, the relevant Accession Deed) on the basis of the representations made in this Clause 6. |
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| 7 | Miscellaneous |
| 7.1 | This Agreement (and the documents referred to in it) contains the whole agreement between the Parties relating to the transactions contemplated by this Agreement and supersedes all previous understandings and agreements between the Parties relating to these transactions. Each Party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and any documents referred to in it) made by or on behalf of any other Party or any other person whatsoever before the execution of this Agreement. Each Party waives all rights and remedies which, but for this Clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this Clause shall limit or exclude any liability for wilful misconduct or fraud. |
| 7.2 | If, for any reason whatsoever, this Agreement has not been validly executed by any of the Parties hereto, this Agreement shall continue to be fully binding and enforceable against all and each of the remaining Parties. |
| 7.3 | If a provision of any Transaction Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: |
| (a) | the validity or enforceability in that jurisdiction of any other provision of that Transaction Document; or |
| (b) | the validity or enforceability in other jurisdictions of that or any other provision of that Transaction Document. |
| 7.4 | No delay or omission on the part of any Party in exercising any right, power or remedy provided by the law of any jurisdictions or under any Transaction Document shall: |
| (a) | impair such right, power or remedy; or |
| (b) | operate as a waiver thereof. |
| 7.5 | This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. |
| 7.6 | All payments to be made under any Transaction Document shall be made in cleared funds, without any deduction and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If a Party to a Transaction Document is compelled to make any such deduction, it will pay to the receiving Party such additional amounts as are necessary to ensure receipt by the receiving Party of the full amount which that party would have received but for the deduction. |
| 7.7 | If any payment or transfer of any property under any Transaction Document is capable of being avoided or otherwise set aside on the insolvency of any person (including any Party) or otherwise, then that amount shall not be considered to have been paid or property transferred for the purposes of that Transaction Document. |
5
| 7.8 | A Transaction Document may only be amended by an instrument in writing signed by each Party to that Transaction Document. |
| 7.9 | No waiver of any right or rights arising under any Transaction Document shall be effective unless such waiver is in writing and signed by the Party or Parties whose rights are being waived. |
| 7.10 | This Agreement shall not be deemed to create any partnership, joint venture, agency, fiduciary or employment relationship between the Parties. No Party holds itself out as the agent or partner of any other Party. |
| 7.11 | The Parties may sign multiple copies of this Agreement, each of which shall evidence the same contract. |
| 7.12 | Where the provisions of this Agreement are inconsistent with any other Transaction Document, the provisions of this Agreement shall prevail. |
| 8 | Assignability |
| 8.1 | The rights and obligations of the Parties under this Agreement are personal and no Party to this Agreement may assign, transfer, novate or dispose of its rights and/or obligations arising under, out of or in connection with this Agreement to any other person without the prior written consent of each other Party. |
| 9 | Notices |
| 9.1 | All notices or other communications under or in connection with this Agreement shall be given in writing and, unless otherwise stated, may be made by facsimile. Any such notice will be deemed to be given as follows: |
| (a) | if by hand, upon delivery; |
| (b) | if by post, on the sixth day after the letter was posted; and |
| (c) | if by electronic mail, when the recipient acknowledges receipt. |
| 9.2 | Any notice in relation to a Transaction Document may be served on the Company at the following address: |
| Name: | WISeSat.Space Holdings Corp. |
| Address: | Craigmuir Chambers Road Town VG1110 British Virgin Islands |
or such other address as the Company shall give written notice of to each other Party.
| 9.3 | Any notice in relation to a Transaction Document may be served on the relevant Class F Shareholder at the relevant address as listed on the signature page or such other address as they shall give written notice of to each other Party. |
| 9.4 | Each New Class F Shareholder shall provide an address for the service of notices under this Agreement in the relevant Accession Deed. |
| 10 | Termination |
| 10.1 | Any Class F Shareholder who no longer holds any Class F Shares in the Company shall cease to be a party to this Agreement, without prejudice to any accrued rights. |
6
| 10.2 | Clauses 11, 12 and 13 shall survive the termination of this Agreement, and shall continue to bind any Class F Shareholder who ceases to be a party to this Agreement. |
| 10.3 | Termination of this Agreement shall not affect the rights of any Party accrued up to the date of termination. |
| 11 | Confidentiality |
| 11.1 | Each Transaction Document and its existence are confidential, and all documents, records and accounts of the Company shall be kept strictly confidential. |
| 12 | Dispute Resolution |
| 12.1 | The courts of the British Virgin Islands shall have exclusive jurisdiction to settle any disputes in connection with this Agreement and each Party accordingly irrevocably submits to the jurisdiction of the courts of the British Virgin Islands. |
| 12.2 | Each Party consents to the service of process relating to any such proceedings: |
| (a) | by prepaid posting of a copy of the process to its address for the time being applying under Clause 9; |
| (b) | by service on it at its registered office; and |
| (c) | by service on its agent for receiving service of process. |
| 12.3 | Each Party: |
| (a) | waives objection to the British Virgin Islands courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement; and |
| (b) | agrees that a judgment or order of a British Virgin Islands court in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. |
| 13 | Governing Law |
| 13.1 | This Agreement and each Transaction Document is governed by and shall be construed in accordance with British Virgin Islands law. |
7
Schedule 1
Form of Accession Deed
THIS ACCESSION DEED is dated and is made as a deed
BETWEEN
| 1 | WISeSat.Space Holdings Corp., company registered in the British Virgin Islands (the Company), for itself and as agent for the Class F Shareholders of the Company (the Current Class F Shareholders). |
| 2 | [●] (the Acceding Class F Shareholder). |
BACKGROUND
| A | the Current Class F Shareholders and the Company are party to a Class F Shareholders’ Agreement dated [●] 2026 (the Agreement). |
| B | the Acceding Class F Shareholder wishes to accede to the Agreement as a New Class F Shareholder. |
IT IS AGREED as follows:
| 1 | Definition and Interpretation |
| 1.1 | Clause 1 (Definition and Interpretation) of the Agreement shall apply to this Accession Deed with any necessary changes. |
| 2 | Accession |
| (a) | The Acceding Class F Shareholder shall accede to the Agreement as a New Class F Shareholder from the date hereof. |
| (b) | The address for service for the Acceding Class F Shareholder specified in clause 6 of this Accession Deed shall be deemed to be incorporated into the Agreement. |
| (c) | Except as aforesaid, the terms of the Agreement shall remain unaffected. |
8
| 3 | Representations |
| 3.1 | The Acceding Class F Shareholder makes the representations set out in Clause 6 of the Agreement to each other Party to induce them to execute this Accession Deed and permit the Acceding Class F Shareholder to accede to the Agreement and subscribe for or otherwise acquire Shares. |
| 4 | Counterparts |
| 4.1 | This Accession Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. |
| 5 | Address for Service |
| 5.1 | Any notice in relation to a Transaction Document may be served on the Acceding Class F Shareholder at the following address: |
| Name: | [●] |
| Address: | [●] |
| [●] | |
| [●] | |
| E-mail: | [●] |
or such other address as the Acceding Class F Shareholder shall give written notice of to each other Party.
| 6 | Governing Law and Dispute Resolution |
| 6.1 | This Accession Deed shall be governed by British Virgin Islands law. |
| 6.2 | Clause 11 of the Agreement shall apply to this Accession Deed with any necessary changes. |
ix
EXECUTION PAGE TO CLASS F SHAREHOLDERS AGREEMENT OF WISESAT.SPACE HOLDINGS CORP.
Executed and delivered as a deed by the Parties.
Class F Shareholder
| Executed and delivered as a deed by | |
| WISeQey Corp. | |
| acting by its duly authorised directors | |
| Name: | /s/ John O’Hara |
| John O’Hara, CFO | |
| Name: | /s/ Carlos Moreira |
| Carlos Moreira, CEO |
Class F Shareholder
| Executed and delivered as a deed by | |
| SEALSQ Corp. | |
| acting by its duly authorised directors | |
| Name: | /s/ John O’Hara |
| John O’Hara, CFO | |
| Name: | /s/ Carlos Moreira |
| Carlos Moreira, CEO |
Company
| Executed and delivered as a deed by | |
| WISeSat.Space Holdings Corp. | |
| acting by its duly authorised director | |
| Name: | /s/ Gwenael Rouy-Poirier |
| Gwenael Rouy-Poirier, CFO |
| in the presence of | |
| Witness name: David Briffod | |
| Witness signature: /s/ David Briffod | |
| Witness address: Avenue Louis-Casaï
58, 1216 Cointrin, Switzerland |
10
Exhibit 11.1
WISeSat.Space Holdings Corp.
Insider Trading Policy
As of September 9, 2026
Table of Contents
| 1. | Introduction | 1 | ||
| 2. | Definitions | 1 | ||
| 3. | Scope | 3 | ||
| 4. | Trading Restrictions | 3 | ||
| 5. | Blackout Periods | 4 | ||
| 6. | Rule 10B5-1 Plans | 5 | ||
| 7. | Prohibited Transactions | 6 | ||
| 8. | Post-Termination Transactions | 6 | ||
| 9. | Penalties for Violations | 6 | ||
| 10. | Contact Details | 6 | ||
| ACKNOWLEDGMENT AND CERTIFICATION | 7 | |||
| Annex A. | 8 | |||
i
1. Introduction
This document sets forth the Insider Trading Policy (the “Policy”) of WISeSat.Space Holdings Corp and its direct and indirect subsidiaries (collectively, “WISESAT” and/or the “Company”). The Policy establishes the policies and procedures that govern trading and causing the trading of WISESAT securities by WISESAT personnel and other persons defined below as Covered Persons.
The Policy has been adopted by WISESAT to fulfill its responsibilities as a public company under United States federal securities laws to prevent violations of the insider trading laws.
It is important that all WISESAT personnel review the Policy carefully. Non-compliance with the Policy is grounds for disciplinary action, including and up to immediate termination. Failure to comply with the policies and procedures set forth below also can result in a serious violation of the United States. federal securities laws by the person trading, leading to potential civil and criminal penalties on that person.
This Policy may be reviewed and updated from time-to-time as appropriate or as required by applicable law. We refer you to the contact details in Section 10 of this Policy for any questions or support in understanding this Policy and its application to you.
2. Definitions
| (a) | 10b5-1 Plan – Pre-arranged trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. |
| (b) | Covered Persons – Directors, officers and employees, including temporary or short-term employees, of WISESAT (whether located in or outside the United States) and their immediate family members, agents and advisors. Covered Persons also include: (i) any family members who reside in the same household with the director, officer or employee and any family members of the director, officer or employee who do not live in the same household but whose transactions in WISESAT Securities are directed by, or subject to the influence or control of, the director, officer or employee; (ii) corporations or other business entities controlled by the Covered Persons; and (iii) trusts in which the Covered Persons act as a trustee or otherwise have investment control (collectively, “Controlled Covered Persons”). The term “immediate family” for purposes of this section shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and shall include adoptive relationships. |
| (c) | Insider Trading – The purchase, sale or transfer of securities of publicly held companies while in possession of Material Non-Public information. |
Page 1 of 8
| (d) | Material – Information is considered material as it relates to any company if there is a substantial likelihood that a reasonable investor would consider the information important in making a decision to buy, hold or sell securities of such company. Materiality involves a relatively low threshold. Any information that could be expected to affect the price of a company’s ordinary shares (or any other securities that derives its value from such securities), whether positive or negative, should be considered material. We refer you to Annex A. for a non-exhaustive list of examples of information generally regarded as material. |
Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company's operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small.
| (e) | Non-Public - By default, information should be considered non-public unless it has undergone proper public disclosure. Public disclosure generally means the disclosure of the information in a filing with the Securities and Exchange Commission (the “SEC”) (such as WISESAT’s annual report on Form 20-F or current reports on Form 6-K) or otherwise released broadly to the marketplace making it generally available to investors (such as by a press release). More limited dissemination of the information, such as in a company communication to employees (even if it is to all employees generally) does not qualify as public disclosure. Neither partial disclosure (disclosure of part of the information), nor the existence of rumors, is sufficient to consider the information to be public. To be public the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the second Trading Day after the information was publicly disclosed before you can treat the information as public. |
| (f) | WISESAT Securities – WISESAT ordinary shares, F shares, preferred shares, bonds, notes and debentures, but also options, warrants and similar instruments which are exercisable, exchangeable or convertible into WISESAT Securities. |
| (g) | SEC – U.S Securities and Exchange Commission, and any successor thereto. |
| (h) | Trading Day - For purposes of this Policy, a “Trading Day” shall mean a day on which the NASDAQ is open for trading. |
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3. Scope
This Policy applies to Covered Persons regardless of their operating location, the duration of their service or role within the Company.
Each Covered Person is responsible for making sure that they comply with this Policy, and that any family member, household member or entity whose transactions are subject to this Policy (as discussed above) also comply with this Policy.
The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to Material Non-Public information.
Any Covered Person who believes that a violation of this Policy has taken place shall report such violation promptly to the contact details mentioned in Section 10. If Material Non-Public information regarding the Company is inadvertently disclosed, no matter what the circumstances, by any Covered Person, the person making or discovering that disclosure should immediately report the facts to the contact details in Section 10.
4. Trading Restrictions
Any Covered Person who possesses knowledge of any Material Non-Public information concerning WISESAT is prohibited from (i) trading in WISESAT Securities, (ii) advising others to trade or to refrain from trading in WISESAT Securities (even though the Material Non-Public information that provides the basis for the advice is not disclosed to the person), (iii) disclosing the Material Non-Public information to any other person for the purpose of enabling such person to trade or to refrain from trading in WISESAT Securities, (iv) making any recommendations or express any opinions as to trading in the WISESAT securities to any other person on the basis of Material Non-Public information.
For clarity, the aforementioned restrictions indicate that the following transactions are prohibited for Covered Persons who possess Material Non-Public information:
| - | The purchase, or offer to purchase, of WISESAT Securities, |
| - | The sale of, or offer to sell, WISESAT Securities, including the sale of WISESAT Securities acquired through any of the following transactions: |
| o | the exercise of stock options; |
| o | the conversion of convertible securities; |
| o | the exercise of warrants; or |
| o | the exercise of rights in a rights offering, |
| - | the transfer of, or offer to transfer, WISESAT Securities, including the transfer of WISESAT Securities to a trust or a gift of WISESAT Securities to a charitable organization. |
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These restrictions also apply to stock or other securities issued by any other company – such as customers, suppliers, financing partners, competitors or joint venture partners – if a Covered Person acquired or possesses Material Non-Public information relating to the other company in the course of his or her employment or affiliation with the Company.
These restrictions against Insider Trading are absolute. They apply even if the decision to trade is not based on such Material Non-Public information.
These restrictions remain in effect until the information ceases to be Non-Public or until the information, although Non-Public, ceases to be Material.
Any Covered Person who has questions as to whether information is Material and/or Non-Public shall either promptly get in touch with the contact details mentioned in Section 10 for guidance or assume that the information is Material and/or Non-Public.
The trading restrictions of this Policy do not apply to the following:
| (a) | 401(k) Plan. Investing 401(k) plan contributions in a Company stock fund in accordance with the terms of the Company's 401(k) plan. However, any changes in your investment election regarding the Company’s stock are subject to trading restrictions under this Policy. |
| (b) | ESPP. Purchasing Company stock through periodic, automatic payroll contributions to the Company's Employee Stock Purchase Plan ("ESPP"). However, electing to enroll in the ESPP, making any changes in your elections under the ESPP and selling any Company stock acquired under the ESPP are subject to trading restrictions under this Policy. |
5. Blackout Periods
Covered Persons are prohibited from trading in WISESAT Securities during Blackout Periods, regardless of whether they actually possess Material Non-Public information.
There are two regular blackout periods with respect to trading per year (each, a “Bi-Annual Blackout Period”). The first Bi-Annual Blackout Period begins at 12:01 a.m. Eastern Time two weeks before the 1st day of the seventh month of WISESAT’s fiscal year (i.e. 12:01 a.m. Eastern time on each June 16) and ends at 11:59 p.m. Eastern time after the close of trading on the second full Trading Day following the public dissemination by WISESAT of its half-yearly financial results by press release to the national wire services or by making a filing with the SEC. The second Bi-Annual Blackout Period begins at 12:01 a.m. Eastern Time two weeks before the 1st day of the first month of WISESAT’s next fiscal year (i.e. 12:01 a.m. Eastern time on each December 17) and ends at 11:59 p.m. Eastern time after the close of trading on the second full Trading Day following the public dissemination by WISESAT of its annual financial results by press release to the national wire services or by making a filing with the SEC.
In addition to the Bi-Annual Blackout Periods, the Company may, at any time and from time to time, inform any Covered Person that he or she, is subject to a designated blackout period due to such person’s involvement in or knowledge of a particular matter (a “Designated Blackout Period”, and together with a Bi-Annual Blackout Periods, a “Blackout Period”). The existence of a Designated Blackout Period will not be announced other than to those who are subject to it. Any Covered Person made aware of the existence of a Designated Blackout Period should not disclose the existence of such blackout for any reason.
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Covered Persons are prohibited from trading in WISESAT Securities during Bi-Annual Blackout Period, as well as during the Designated Blackout Period, until they receive further written notice of clearance.
For clarity, the aforementioned restrictions indicate that the following transactions are prohibited for Covered Persons during any Blackout Period:
| - | The purchase of WISESAT Securities, |
| - | The sale of WISESAT Securities, including the sale of WISESAT Securities acquired through any of the following transactions: |
| o | the exercise of stock options; |
| o | the conversion of convertible securities; |
| o | the exercise of warrants; or |
| o | the exercise of rights in a rights offering, |
| - | the transfer of WISESAT Securities, including the transfer of WISESAT Securities to a trust or a gift of WISESAT Securities to a charitable organization. |
It is important to keep in mind that, even if a Blackout Period is not in effect, the prohibition on trading on Material Non-Public information continues to apply at all times.
6. Rule 10B5-1 Plans
Transactions by Covered Persons pursuant to a 10b5-1 Plan will not violate this Policy and are not subject to the Blackout Period restrictions if the following conditions are met:
| (a) | the 10b5-1 Plan, any change or amendment thereof and trades thereunder must meet at a minimum the requirements of WISESAT’s and the SEC’s guidelines for Rule 10b5-1 Plans. |
| (b) | the Company Secretary must approve the 10b5-1 Plan in writing prior to it being executed and/or changed/amended . |
| (c) | The 10b5-1 Plan must provide that no trades may occur thereunder until expiration of the applicable cooling-off period specified in Rule 10b5-1(c)(ii)(B), and no trades occur until after that time. The appropriate cooling-off period will vary based on the status of the Covered Person. For directors and officers, the cooling-off period ends on the later of (x) ninety days after adoption or certain modifications of the 10b5-1 Plan; or (y) two business days following disclosure of the Company's financial results in a Form 20-F or Form 6-K for the quarter in which the 10b5-1 Plan was adopted. For all other Covered Persons, the cooling-off period ends 30 days after adoption or modification of the 10b5-1 Plan. This required cooling-off period will apply to the entry into a new 10b5-1 Plan and any revision or modification of a 10b5-1 Plan; |
| (d) | The 10b5-1 Plan is entered into in good faith by the Covered Person, and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, at a time when the Covered Person is not in possession of Material Nonpublic information about the Company; and, if the Covered Person is a director or officer, the 10b5-1 Plan must include representations by the Covered Person certifying to that effect; |
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| (e) | The 10b5-1 Plan gives a third party the discretionary authority to execute purchases and sales of WISESAT Securities, outside the control of the Covered Person, so long as such third party does not possess any Material Nonpublic information about the Company; or explicitly specifies the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions; and |
| (f) | The 10b5-1 Plan is the only outstanding approved 10b5-1 Plan entered into by the Covered Person (subject to the exceptions set out in SEC Rule 10b5-1(c)(ii)(D)). |
7. Prohibited Transactions
Covered Persons are prohibited from engaging in the following transactions in WISESAT Securities unless advance written approval is obtained from the Company:
| (a) | Short sales. Covered Persons may not sell WISESAT Securities short; |
| (b) | Options trading. Covered Persons may not buy or sell puts or calls or other derivative securities on the WISESAT Securities; |
| (c) | Trading on margin or pledging. Covered Persons may not hold WISESAT Securities in a margin account or pledge WISESAT Securities as collateral for a loan; and |
| (d) | Hedging. Covered Persons may not enter into hedging or monetization transactions or similar arrangements with respect to WISESAT Securities. |
8. Post-Termination Transactions
This Policy continues to apply to transactions in WISESAT Securities even after termination of service to the Company, if an individual is in possession of Material Non-Public Information when their service terminates. In this case, the individual may not trade in WISESAT Securities until that information is no longer Material Non-Public Information.
9. Penalties for Violations
The purchase or sale of WISESAT Securities while aware of Material Non-Public information, or the disclosure of Material Non-Public information to others who then trade in WISESAT Securities, is prohibited by United States federal and state laws, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.
The consequences of Insider Trading violations can be severe under United States law. The SEC takes the position that these laws apply to all transactions in stock and other securities of companies listed for trading in the United States, whether or not the actual trades take place in the United States.
In addition, a Covered Person’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the Covered Person’s failure to comply results in a violation of law.
10. Contact Details
Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance by contacting the following email address: legal@wisekey.com.
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ACKNOWLEDGMENT AND CERTIFICATION
The undersigned does hereby acknowledge receipt of the Policy. The undersigned has read and understands (or has had explained) such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities and the confidentiality of nonpublic information.
| (Signature) | |||
| (Please print name) | |||
| Date: | |||
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Annex A.
The following is a non-exhaustive list of information generally regarded as material. Please note that additional information not mentioned here may also be considered material depending on specific circumstances.
Some examples of information that ordinarily would be regarded as material are:
| ● | Significant transactions such as pending or proposed mergers, tender offers, acquisitions or dispositions. |
| ● | Financial forecasts (especially earnings estimates). |
| ● | Corporate restructurings. |
| ● | Regulatory rulings. |
| ● | Unanticipated changes in the level of sales, earnings or expenses or earnings that are not consistent with the consensus expectations of the investment community. |
| ● | Material changes to previously filed financial statements |
| ● | Credit rating changes. |
| ● | Stock splits. |
| ● | Stock dividends. |
| ● | Stock buybacks. |
| ● | Equity or debt offerings. |
| ● | Management or key personnel changes. |
| ● | Entry into or loss of a substantial contract not in the ordinary course of business. |
| ● | Impending bankruptcy or the existence of severe liquidity problems. |
| ● | Developments regarding significant litigation or government agency investigations; |
| ● | Cybersecurity risks and incidents, including vulnerabilities and breaches; |
| ● | Any other facts which might cause the Company’s financial results to be substantially affected. |
Information may be material even if it is not directly about the Company — e.g., if the information is relevant to the Company or its products, business, or assets. Examples could include information that a primary business partner is going to increase dramatically the prices it charges to the Company, or information that a competitor has developed a product that will cause sales of the Company’s products to plummet.
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Exhibit 15.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
As of June 30, 2026
| USD | Consolidated WISeSat Corp | CAC | Pubco | Pro forma adjustment | Pro forma balance sheet | |||||||||||||||||
| ASSETS | ||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||
| Cash and cash equivalents | 7,187,735 | 8,393 | (1,000,000 | ) | A | 13,912,332 | ||||||||||||||||
| (175,070 | ) | B | ||||||||||||||||||||
| - | C | |||||||||||||||||||||
| - | ||||||||||||||||||||||
| (2,014,617 | ) | E | ||||||||||||||||||||
| 10,000,000 | L | |||||||||||||||||||||
| (94,110 | ) | K | ||||||||||||||||||||
| Amounts owed by related parties, current | 61,431 | - | 61,431 | |||||||||||||||||||
| Prepaid expenses, current | 504,516 | 84,623 | (5,890 | ) | K | 583,249 | ||||||||||||||||
| Other current assets | 142,400 | - | 142,400 | |||||||||||||||||||
| Notes receivable | 150,000 | - | (150,000 | ) | B | - | ||||||||||||||||
| Total current assets | 8,046,082 | 93,016 | - | 6,560,313 | 14,699,411 | |||||||||||||||||
| Non-current assets | ||||||||||||||||||||||
| Prepaid expenses, noncurrent | 828,149 | - | 100,000 | K | 928,149 | |||||||||||||||||
| Cash and marketable securities held in Trust Account | - | 27,213,256 | (27,149,912 | ) | F | - | ||||||||||||||||
| (63,344 | ) | B | ||||||||||||||||||||
| Intercompany Notes Receivable | - | - | - | - | - | |||||||||||||||||
| Investment in FOSSA | 1,242,034 | - | - | 1,242,034 | ||||||||||||||||||
| Total non-current assets | 2,070,183 | 27,213,256 | - | (27,113,256 | ) | 2,170,183 | ||||||||||||||||
| Total Assets | 10,116,265 | 27,306,272 | - | (20,552,943 | ) | 16,869,594 | ||||||||||||||||
| LIABILITIES, SHARES SUBJECT TO REDEMPTION, AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||
| Accounts payable and accrued expenses | 483,031 | 136,270 | (287,293 | ) | B / E | 332,008 | ||||||||||||||||
| Due to a related party | 50,000 | (50,000 | ) | B / E | - | |||||||||||||||||
| Due to a related party – administrative expenses | 140,000 | (140,000 | ) | B | - | |||||||||||||||||
| Due to a third party | 100,000 | (100,000 | ) | B | - | |||||||||||||||||
| Due to Target (WISeSat.Space Corp.) | 25,000 | (25,000 | ) | B | - | |||||||||||||||||
| Promissory note – Target (WISeSat.Space Corp.) | 125,000 | (125,000 | ) | B | - | |||||||||||||||||
| Other current liabilities | 99,928 | 99,928 | ||||||||||||||||||||
| Total current liabilities | 582,958 | 576,270 | - | (727,293 | ) | 431,936 | ||||||||||||||||
| Indebtedness to related parties, noncurrent | 6,152,494 | 6,152,494 | ||||||||||||||||||||
| Other noncurrent liabilities | - | - | ||||||||||||||||||||
| Total non-current liabilities | 6,152,494 | - | - | - | 6,152,494 | |||||||||||||||||
| Total liabilities | 6,735,452 | 576,270 | - | (727,293 | ) | 6,584,430 | ||||||||||||||||
| Ordinary shares subject to possible redemption | 27,213,256 | (27,149,912 | ) | F | - | |||||||||||||||||
| (63,344 | ) | G | ||||||||||||||||||||
| Ordinary Shares | - | 194 | - | (194 | ) | H | - | |||||||||||||||
| Ordinary / Public Shares | - | - | - | - | - | |||||||||||||||||
| Class F Shares | - | - | - | - | - | |||||||||||||||||
| Additional Paid-In Capital | 10,006,906 | - | - | 63,344 | G | 17,030,733 | ||||||||||||||||
| 194 | H | |||||||||||||||||||||
| (483,448 | ) | H | ||||||||||||||||||||
| (1,000,000 | ) | A | ||||||||||||||||||||
| 119,475 | I | |||||||||||||||||||||
| (1,863,595 | ) | E | ||||||||||||||||||||
| 187,857 | B | |||||||||||||||||||||
| 10,000,000 | L | |||||||||||||||||||||
| Retained Earnings / (Accum. Deficit) | (6,601,346 | ) | (483,448 | ) | - | 483,448 | H | (6,720,821 | ) | |||||||||||||
| (119,475 | ) | I | ||||||||||||||||||||
| - | C | |||||||||||||||||||||
| Accumulated other comprehensive income / (loss) | (24,748 | ) | - | - | (24,748 | ) | ||||||||||||||||
| Total Shareholders’ Equity (Deficit) | 3,380,813 | (483,254 | ) | - | 7,387,606 | 10,285,164 | ||||||||||||||||
| Total Liabilities, Shares Subject to Possible Redemption, and Shareholders’ Equity | 10,116,265 | 27,306,272 | - | (20,552,943 | ) | 16,869,594 | ||||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
1
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
6 month period ended June 30, 2026
| USD | Consolidated WISeSat Corp | CAC | Pubco | Pro forma adjustment | Pro forma income statement | |||||||||||||||||
| Total revenue | - | - | - | |||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||
| Research & development expenses | (688,993 | ) | - | (688,993 | ) | |||||||||||||||||
| Selling & marketing expenses | (629,759 | ) | - | (629,759 | ) | |||||||||||||||||
| General & administrative expenses | (1,589,545 | ) | (362,492 | ) | (129,475 | ) | I, K | (2,081,512 | ) | |||||||||||||
| - | C | |||||||||||||||||||||
| Total operating expenses | (2,908,298 | ) | (362,492 | ) | - | (129,475 | ) | (3,400,265 | ) | |||||||||||||
| Loss from operations | (2,908,298 | ) | (362,492 | ) | - | (129,475 | ) | (3,400,265 | ) | |||||||||||||
| Interest earned on demand deposit in Trust Account | 513,750 | (513,750 | ) | J | - | |||||||||||||||||
| Other income | 22,871 | 22,871 | ||||||||||||||||||||
| Other expense | (10,730 | ) | (10,730 | ) | ||||||||||||||||||
| Total other income, net | 12,141 | 513,750 | - | (513,750 | ) | 12,141 | ||||||||||||||||
| Income (loss) before income tax expense | (2,896,156 | ) | 151,258 | - | (643,225 | ) | (3,388,123 | ) | ||||||||||||||
| Income tax expense | - | - | ||||||||||||||||||||
| Net income (loss) | (2,896,156 | ) | 151,258 | - | (643,225 | ) | (3,388,123 | ) | ||||||||||||||
| Other comprehensive income / (loss), net of tax: | ||||||||||||||||||||||
| Foreign currency translation adjustments | (23,355 | ) | - | (23,355 | ) | |||||||||||||||||
| Other comprehensive income / (loss) | (23,355 | ) | - | - | - | (23,355 | ) | |||||||||||||||
| Comprehensive income / (loss) | (2,919,512 | ) | 151,258 | - | (643,225 | ) | (3,411,479 | ) | ||||||||||||||
| Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption | 2,855,108 | |||||||||||||||||||||
| Basic and diluted net income per share, ordinary shares subject to possible redemption | 0.03 | |||||||||||||||||||||
| Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares | 1,944,290 | |||||||||||||||||||||
| Basic and diluted net income per share, non-redeemable ordinary shares | 0.03 | |||||||||||||||||||||
| Basic and diluted weighted average shares outstanding, Ordinary Shares | 5,436 | 100 | 16,818,772 | |||||||||||||||||||
| Basic and diluted net loss per share, Ordinary Shares | (266.44 | ) | – | (0.11 | ) | |||||||||||||||||
| Basic and diluted weighted average shares outstanding, Class F Shares | 5,434 | 12,997,400 | ||||||||||||||||||||
| Basic and diluted net loss per share, Class F Shares | (266.44 | ) | (0.11 | ) | ||||||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year ended December 31, 2025
| USD | Consolidated WISeSat Corp | CAC | Pubco | Pro forma adjustment | Pro forma income statement | |||||||||||||||||
| Net revenues | 196,764 | - | 196,764 | |||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||
| Research & development expenses | (863,681 | ) | - | (863,681 | ) | |||||||||||||||||
| Selling & marketing expenses | (1,166,516 | ) | - | (1,166,516 | ) | |||||||||||||||||
| General & administrative expenses | (1,414,999 | ) | (946,512 | ) | (139,475 | ) | I/K | (2,500,986 | ) | |||||||||||||
| - | C | |||||||||||||||||||||
| Total operating expenses | (3,445,195 | ) | (946,512 | ) | - | (139,475 | ) | (4,531,182 | ) | |||||||||||||
| Loss from operations | (3,248,431 | ) | (946,512 | ) | - | (139,475 | ) | (4,334,418 | ) | |||||||||||||
| Interest earned on demand deposit in Trust Account | 2,231,602 | (2,231,602 | ) | J | - | |||||||||||||||||
| Other income | 13,039 | 13,039 | ||||||||||||||||||||
| Other expense | (2,154 | ) | (2,154 | ) | ||||||||||||||||||
| Total other income, net | 10,885 | 2,231,602 | - | (2,231,602 | ) | 10,885 | ||||||||||||||||
| Income (loss) before income tax expense | (3,237,546 | ) | 1,285,090 | - | (2,371,077 | ) | (4,323,533 | ) | ||||||||||||||
| Income tax expense | - | |||||||||||||||||||||
| Net income (loss) | (3,237,546 | ) | 1,285,090 | - | (2,371,077 | ) | (4,323,533 | ) | ||||||||||||||
| Other comprehensive income / (loss), net of tax: | ||||||||||||||||||||||
| Foreign currency translation adjustments | 1,888 | - | 1,888 | |||||||||||||||||||
| Other comprehensive income / (loss) | 1,888 | - | - | - | 1,888 | |||||||||||||||||
| Comprehensive income / (loss) | (3,235,659 | ) | 1,285,090 | - | (2,371,077 | ) | (4,321,646 | ) | ||||||||||||||
| Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption | 5,605,479 | |||||||||||||||||||||
| Basic and diluted net income per share, ordinary shares subject to possible redemption | 0.17 | |||||||||||||||||||||
| Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares | 1,915,076 | |||||||||||||||||||||
| Basic and diluted net income per share, non-redeemable ordinary shares | 0.17 | |||||||||||||||||||||
| Basic and diluted weighted average shares outstanding, Ordinary Shares | 5,051 | 100 | 16,818,772 | |||||||||||||||||||
| Basic and diluted net loss per share, Ordinary Shares | (320.54 | ) | – | (0.15 | ) | |||||||||||||||||
| Basic and diluted weighted average shares outstanding, Class F Shares | 5,049 | 12,997,400 | ||||||||||||||||||||
| Basic and diluted net loss per share, Class F Shares | (320.54 | ) | (0.15 | ) | ||||||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
3
Note 1. Transaction and basis of presentation
On October 1, 2026, WISeSat.Space Holdings Corp. (“Pubco”) completed the business combination involving WISeSat.Space Corp. (“WISeSat”) and Columbus Acquisition Corp. (“CAC”). WISeSat and CAC became subsidiaries of Pubco. The accompanying unaudited pro forma condensed combined financial information illustrates the effect of the transaction and related financing and settlement arrangements on the historical financial information of WISeSat and CAC.
The pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the transactions as if completed on that date. The pro forma condensed combined statements of operations for the year ended December 31, 2025 and six months ended June 30, 2026 give effect to the transactions as if completed on January 1, 2025. The presentation applies the final closing terms, redemptions and initial PIPE issuance to the historical financial information for those periods.
The information is prepared under Regulation S-X Article 11 and should be read with the historical financial statements and related notes of WISeSat, CAC and Pubco included in this filing. It is illustrative and does not represent the financial position or results that would necessarily have occurred, or predict future results. No anticipated operating synergies or cost savings are included.
Note 2. Reverse recapitalization
WISeSat is the accounting acquirer and predecessor. CAC is the accounting acquiree and does not meet the definition of a business. The transaction is accounted for as a reverse recapitalization: CAC’s identifiable net assets are incorporated at historical carrying amounts, no goodwill or other acquisition-accounting step-up is recognized, and WISeSat’s historical financial statements continue as those of the combined company. CAC’s historical share capital and accumulated deficit are eliminated through additional paid-in capital.
Note 3. Balance sheet adjustments
A. Maxim cash fee
Reflects the $1,000,000 Maxim cash fee under the closing arrangements as a reduction of cash and additional paid-in capital.
B. Opening liabilities and trust release
Eliminates CAC’s $576,270 of June 30 current liabilities, including $136,270 of accounts payable and accruals, $140,000 of sponsor administrative fees and $300,000 of funding liabilities. The offset includes $63,343.61 of remaining June trust funds, $175,069.84 of net additional cash settlement, elimination of WISeSat’s $150,000 extension-note receivable, a $47,856.55 Continental accrual correction and an assumed $140,000 noncash sponsor settlement credited to additional paid-in capital. The pro forma assumes the remaining opening obligations were settled under the closing arrangements. No additional cash payment is assumed for the sponsor administrative fees.
C. NewBridge fees
No additional adjustment is included for the historical NewBridge fees because the amounts were already recorded and paid before June 30, 2026.
E. Additional transaction costs
Reflects $1,863,594.53 of additional transaction costs presented as a deduction from additional paid-in capital. Cash is reduced by $2,014,617.03, including settlement of WISeSat’s separately recorded $151,022.50 June EGS accrual. Opening CAC liabilities are addressed in B and are not duplicated in E. The amounts and classification reflect the treatment used in the accompanying pro forma tables.
4
F. Final public share redemptions
Reflects redemption of 2,515,182 CAC public shares for aggregate payments of $27,149,912.39, reducing trust cash and redeemable equity. The aggregate uses the participant payments, including rounding; the redemption price is displayed as $10.79 per share.
G. Remaining redeemable equity
Reclassifies the $63,343.61 June carrying amount remaining after the final redemption payments to additional paid-in capital. A total of 34,967 public shares remain outstanding before the conversion of public rights.
H. CAC historical equity
Eliminates CAC’s $194 historical share capital and $483,448 accumulated deficit, resulting in a net debit of $483,254 to additional paid-in capital.
I. Director option
Reflects the retained $119,475 compensation adjustment for the Cameron Johnson option covering 12,000 shares, using the estimated value disclosed in CAC’s historical filing, with a corresponding credit to additional paid-in capital. The accompanying model includes this expense in both presented statements of operations.
K. Runoff insurance
Reflects a six-year D&O runoff premium of $120,000, a $25,890.41 credit against the existing-policy prepaid and a net closing cash payment of $94,109.59. The gross premium is presented as $20,000 current prepaid insurance and $100,000 noncurrent prepaid insurance. Straight-line amortization is $20,000 annually and $10,000 for six months.
L. PIPE subscription
Reflects $10,000,000 of PIPE proceeds and a corresponding increase in additional paid-in capital for the initial issuance of 926,784 ordinary shares to SEALSQ at $10.79 per share. Potential additional shares under the subscription agreement’s pricing adjustment provisions are not included in the initial closing capitalization or basic EPS denominator.
Note 4. Additional transaction cost detail
| Cost category | USD | |||
| Audit & PCAOB BDO (excl. statutory audit) | 90,345.34 | |||
| De-SPAC Counsel | 325,000.00 | |||
| Robinson & Cole — additional costs | 3,333.33 | |||
| Ogier — additional costs | 43,376.55 | |||
| SPAC Auditor | 29,355.00 | |||
| Accounting | 5,500.00 | |||
| Proxy services — additional costs | 18,605.41 | |||
| CAC EDGAR / printing — additional costs | 3,729.00 | |||
| Continental — invoice 129422 | 129,106.50 | |||
| EDGAR & Printer Fees | 9,310.90 | |||
| EGS counsel — additional costs not included in June accounts | 650,932.50 | |||
| Round-lot services — IB, paid before closing | 150,000.00 | |||
| Round-lot services — Sutter, paid before closing | 280,000.00 | |||
| Round-lot services — IB, paid at closing | 125,000.00 | |||
| Total additional costs | 1,863,594.53 | |||
The BDO amount relates to supported F-4 amendment and consent work and excludes the annual audit and half-year review budget. EGS additional costs comprise the July invoice of $230,932.50 and the agreed $420,000 closing settlement. The separately recorded June EGS accrual is settled without a second charge to expense or equity issuance costs.
5
Note 5. Statement of operations adjustments
| Adjustment | Year ended December 31, 2025 | Six months ended June 30, 2026 | ||||||
| I Director-option expense | 119,475 | 119,475 | ||||||
| J Elimination of CAC trust interest income | (2,231,602 | ) | (513,750 | ) | ||||
| K Runoff insurance amortization | 20,000 | 10,000 | ||||||
Adjustment J removes income earned on CAC’s trust investments because the trust funds are assumed redeemed or released at the beginning of the periods presented. J affects only the pro forma statements of operations and does not create an additional balance-sheet entry. No separate incremental income-tax adjustment is included in the current presentation.
Note 6. Shares and loss per share
| Pro forma closing shares | Number | |||
| Ordinary shares | 16,818,772 | |||
| Class F shares | 12,997,400 | |||
| Total shares | 29,816,172 | |||
The share counts reflect the exchange of WISeSat shares, CAC securities surviving redemptions and rights conversions, sponsor transfers and forfeitures, settlement shares and the initial PIPE issuance. The Company Notes are settled through 128,571 newly issued shares. Sponsor transfers and forfeitures are reflected separately and do not constitute additional newly issued shares. Shares underlying the director option and potential PIPE pricing adjustments are excluded from the issued-share count.
The closing share counts are assumed outstanding throughout each pro forma operating period. Losses are allocated equally per share between ordinary and Class F shares. Potential ordinary shares are excluded from diluted EPS because their inclusion would be antidilutive. Pro forma basic and diluted loss per share is $0.15 for each class for the year ended December 31, 2025 and $0.11 for each class for the six months ended June 30, 2026.
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Exhibit 15.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement of our report dated May 29, 2026, relating to the consolidated financial statements and schedules of WISeSat.Space Holdings Corp. (the Company) appearing in the Company’s Form F-4 Registration Statement for the year ended December 31, 2025.
We also consent to the reference to us under the caption “Experts” in the Form 20-F.
BDO AG
Zurich, Switzerland
October 7, 2026
| /s/ Nigel Le Masurier | /s/ Hanna-Laura Mock |
BDO AG, is the Swiss member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Exhibit 15.3
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement of our report dated May 29, 2026, relating to the consolidated financial statements and schedules of WISeSat.Space Corp. appearing in the WISeSat.Space Holdings Corp.’s Form F-4 Registration Statement for the year ended December 31, 2025.
We also consent to the reference to us under the caption “Experts” in the Form 20-F.
BDO AG
Zurich, Switzerland
October 7, 2026
| /s/ Nigel Le Masurier | /s/ Hanna-Laura Mock |
BDO AG, is the Swiss member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Exhibit 15.4
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Shell Company Report on Form 20-F of WISeSat.Space Holdings Corp. of our report dated March 19, 2026 relating to the financial statements of Columbus Acquisition Corp for the year ended December 31, 2025 and for the period from January 18, 2024 (inception) through December 31, 2024, appearing in the Amendment No. 2 to Form F-4 of WISeSat.Space Holdings Corp. We also consent to the reference to us under the heading “Statement by Experts” in such Shell Company Report on Form 20-F.
/s/ Marcum Asia CPAs LLP
New York, NY
October 7, 2026
NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York • 10001
Phone 646.442.4845 • Fax 646.349.5200 • www.marcumasia.com
Exhibit 97.1
wisesat.space holdings corp.
EXECUTIVE COMPENSATION CLAWBACK POLICY
Adopted as of October 1, 2026
The Board of Directors (the “Board”) of WISeSat.Space Holdings Corp. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any agreement between the Company, or any subsidiary of the Company, and a person covered by this Policy. If any such other policy or agreement provides that a greater amount of compensation shall be subject to clawback, such other policy or agreement shall apply to the amount in excess of the amount subject to clawback under this Policy.
This Policy shall be interpreted to comply with Securities and Exchange Commission (“SEC”) Rule 10D-1 and Listing Rule 5608 (the “Listing Rule”) of The Nasdaq Stock Market, LLC (“Nasdaq”), as may be amended or supplemented and interpreted from time to time by Nasdaq. To the extent this Policy is any manner deemed inconsistent with the Listing Rule, this Policy shall be treated as having been amended to be compliant with the Listing Rule.
1. Definitions. Unless the context otherwise the following definitions apply for purposes of this Policy:
(a) Executive Officer. An executive officer is the Company’s chief executive officer and/or president, chief financial officer, principal accounting officer (or if there is no such accounting officer, the controller), chief operating officer, any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such policy making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an executive officer for purposes of the Listing Rule would include at a minimum executive officers identified in the Listing Rule.
(b) Financial Reporting Measures. Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also financial reporting measures. A financial reporting measure need not be presented within the financial statements or included in a filing with the SEC and may be such financial measures as may be determined by the Board or the Compensation Committee thereof (the “Compensation Committee”).
(c) Incentive-Based Compensation. Incentive-based compensation is any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure.
(d) Received. Incentive-based compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the payment or grant of the incentive-based compensation occurs after the end of that period.
2. Application of this Policy. This recovery of Incentive-Based Compensation from an Executive Officer as provided for in this Policy shall apply only in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of Company with any financial reporting requirement under the United States securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
3. Recovery Period.
(a) The Incentive-Based Compensation subject to recovery is the Incentive-Based Compensation Received during the three (3) completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in Section 2 above, provided that the person served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question. The date that the Company is required to prepare an accounting restatement shall be determined pursuant to the Listing Rule.
(b) Notwithstanding the foregoing, this Policy shall only apply if the Incentive-Based Compensation is Received while the Company has a class of securities listed on Nasdaq.
(c) The provisions of the Listing Rule shall apply with respect to Incentive-Based Compensation received during a transition period arising due to a change in the Company’s fiscal year.
4. Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to recovery from the applicable Executive Officers under this Policy (“Erroneously Awarded Compensation”) shall be equal to the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been Received had it been determined based on the restated amounts and shall be computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (a) the amount shall be based on a reasonable estimate by the Company’s Chief Financial Officer (or principal accounting officer, if the office of Chief Financial Officer is not then filled) of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, which estimate shall be subject to the review and approval of the Compensation Committee; and (b) the Company must maintain reasonable documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq if requested. Notwithstanding the foregoing, if the proposed Incentive-Based Compensation recovery would affect compensation paid to the Company’s Chief Financial Officer, the determination shall be made by the Compensation Committee.
5. Timing of Recovery. The Company shall recover any Erroneously Awarded Compensation reasonably promptly except to the extent that the conditions of paragraphs (a), (b), or (c) below apply. The Compensation Committee shall determine the repayment schedule for each amount of Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly” requirement. Such determination shall be consistent with any applicable legal guidance by the SEC, Nasdaq, judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Compensation Committee is authorized to adopt additional rules or policies to further describe what repayment schedules satisfy this requirement.
(a) Erroneously Awarded Compensation need not be recovered if the direct expense paid to a third party to assist in enforcing (or making determinations in connection with the enforcement of) this Policy would exceed the amount to be recovered and the Compensation Committee has made a determination that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company shall (i) make a reasonable attempt to recover such Erroneously Awarded Compensation, (ii) document such reasonable attempt or attempts to recover, and (iii) provide appropriate documentation to the Compensation Committee or Nasdaq, if requested.
(b) Erroneously Awarded Compensation need not be recovered if recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on a violation of home country law, the Company shall obtain an opinion of home country counsel, in form an substance that would be reasonably acceptable to Nasdaq, that recovery would result in such a violation and shall provide such opinion to Nasdaq, if requested.
(c) Erroneously Awarded Compensation need not be recovered if recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder (as such provision may be amended, modified or supplemented).
6. Compensation Committee Decisions. Decisions of the Compensation Committee with respect to this Policy shall be final, conclusive and binding on all Executive Officers subject to this Policy.
7. No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss arising from the recovery of any Erroneously Awarded Compensation.
8. Agreement to Policy by Executive Officers. The Company shall take reasonable steps to inform Executive Officers of this Policy and obtain their express agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment to any award that is accepted by an Executive Officer. This Policy shall be deemed to apply to each employment or grant agreement between the Company or any of its subsidiaries and any Executive Officer subject to this Policy.
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