SPAC Merger Announcement: Columbus Sets Sept. 10 Vote on WISeSat

Key takeaways

• Columbus Acquisition Corp (COLA), a Cayman Islands SPAC, will ask shareholders on September 10, 2026, to approve a business combination with WISeSat.Space Corp.
• Sellers receive Pubco shares valued at $250 million plus any transaction financing, divided by $10.00 a share. With $10 million of financing in, that works out to 26,000,000 shares.
• An August 6, 2026, amendment added a $10 million private placement from SEALSQ with a price-protection feature.
• Redemption requests are due by 5:00 p.m. Eastern on September 8.

The SPAC merger announcement in detail

Columbus, a special purpose acquisition company (SPAC), filed its definitive proxy statement/prospectus on August 19. The business combination agreement dates to November 9, 2025, and was amended on August 6, 2026. The parties are Columbus, a British Virgin Islands holding company called WISeSat.Space Holdings Corp. (“Pubco”), a Cayman merger subsidiary, WISeSat.Space Corp., which also does business as SpaceAIQ Corp., and its Swiss parent, WISeKey International Holding Ltd.

The structure has two steps. Pubco acquires all WISeSat.Space shares in exchange for its own ordinary and Class F shares. A merger subsidiary then merges into Columbus, which becomes a wholly owned subsidiary of Pubco. Each Columbus ordinary share is cancelled for one Pubco ordinary share, and each right converts into one-seventh of a Columbus share before that exchange.

Item	Detail
Exchange consideration	$250,000,000 plus transaction financing, at $10.00 a share
Transaction financing	$10 million from SEALSQ, already made into the company
Shares to sellers	26,000,000 Pubco shares
Trust account	About $27.38 million as of August 17, 2026
Estimated redemption price	About $10.77 a share
Extraordinary general meeting	September 10, 2026, 9:00 a.m. Eastern
Redemption deadline	September 8, 2026, 5:00 p.m. Eastern
Expected Nasdaq symbol	SAIQ, subject to listing approval

The PIPE added in August

On August 6, the same day as the amendment, Columbus signed a PIPE subscription agreement with SEALSQ for $10 million, or 938,086 shares at about $10.66. If the 10-day volume-weighted average price on the 60th day after closing is below the purchase price, the investor can receive up to 1,061,914 additional shares, with a price floor of $5.00. The PIPE shares are locked up until 60 days after the resale registration statement takes effect, with half released if the VWAP clears the purchase price.

The trust has already shrunk through earlier redemptions: 2,550,149 public shares remained after January 16, 2026.

Control and voting

Assuming no further redemptions, WISeKey is expected to hold at least 75% of Pubco’s shares. Its Class F shares carry 49.99% of total voting power, and WISeKey keeps at least that much while it holds a majority of the Class F shares. Initial shareholders own about 43.3% of Columbus ordinary shares and agreed to vote for the combination and the merger. WISeKey may also distribute up to 10% of its exchange shares to its own shareholders, and officers, directors and 5% holders who receive them face a six-month lock-up.

Most proposals need a simple majority of votes cast. The net tangible assets and merger proposals need two-thirds. Redemptions cannot take net tangible assets below $5,000,001, which caps redemptions at 1,965,140 shares, about 77% of the remaining public shares.

What to watch

The record date was August 17. If Columbus needs more time, its charter allows extensions through January 22, 2027, with the sponsor, Hercules Capital Management VII Corp., funding half of the extension payments. Listing of Pubco on Nasdaq is a closing condition, so the exchange’s approval is the other gating item after the vote.