Item 9A. Controls and Procedures
Item 9A. Controls and
Procedures.
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed
or submitted under the Exchange Act is made available to our management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures
are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,
and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal financial officer or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure. Disclosure controls are also designed with the objective of ensuring
that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current
chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls
and procedures as of December 31, 2024, pursuant to Rule 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying
Officers concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.
We do not expect that our
disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter
how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls
and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,
and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures,
no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies
and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions.
19
Management’s Annual Report on Internal
Control over Financial Reporting
This Annual Report on Form
10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation
report of internal controls from our independent registered public accounting firm due to a transition period established by the rules
of the SEC for newly public companies.
Changes in Internal Control Over Financial
Reporting
There
were no changes in our internal control over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter
that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B. Other Information.
None .
Item 9C. Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections.
None.
20
PART III
Item 10. Directors, Executive
Officers and Corporate Governance
Officers
and Directors
Our
officers and directors are as follows:
Name
Age
Title
Fen “Eric”
Zhang
60
Chief Executive
Officer and Chairman of the Board of Directors
Jie “Janet”
Hu
31
Chief Financial Officer
Cameron R. Johnson
45
Independent Director
Kevin McKenzie
52
Independent Director
Qian “Hebe”
Xu
43
Independent Director
Dr. Fen “Eric”
Zhang , has served as our Chief Executive Office and Chairman of our Board of Directors since January 2024. He has over a decade of
experiences in investment banking and fund management industries involved in initial public offering and other capital markets transactions
in the U.S., Canada, mainland China and Hong Kong, with over 20 years accomplished industrial experiences and connections with
the world’s leading financial institutions, investment banks, funds and accredited investors.
Since June 2023, Dr. Zhang
has served as the Chief Executive Officer and Chairman of the Board of Directors of Eureka Acquisition Corp (Nasdaq: EURK)(“Eureka
Acquisition”), a special purpose acquisition company listing on Nasdaq, which is currently in search of a target for its initial
business combination. Dr. Zhang has been working at Hercules Capital Group as a founding partner since August 2021, being in
charge of the large scale alternative financing solutions for major commercial endeavors. From March 2022 to February 2023, Dr. Zhang
served as the Chief Executive Officer of Oak Woods Acquisition Corporation, a special purpose acquisition corporation listing on Nasdaq
(Nasdaq: OAKU). He served at UBS from July 2019 to August 2021 as the managing director at UBS AG Hong Kong and then transferred
to UBS Securities Shanghai office to lead the IBD business. He was in charge of the Semiconductor Manufacturing International Corporation,
or SMIC (0981.HK)’s US$230,000,000 convertible bonds project and US$500,000,000 investment grade debt issuance project, and has
won mandates from Tuhu-a global car aftermarket leader backed by Tencent, Dragonfly FM-the top 2 audio app in China, and Keming Noodle
(002661.SZ)-one of the largest noodle brands in China, etc. He has served as the executive director of Shanghai Lianjie Enterprise Management
Consulting Co., Ltd. since September 2018. From March 2018 to March 2019, Dr. Zhang was the managing director at the investment
banking department of China Merchants Bank International, or CMBI, and, from July 2017 to January 2018, the general manager at SinoPharm-CICC
Fund, where he successfully closed the fund project with a size of RMB500 million for China Reform Holdings Corporation Ltd, or
the CRHC, one of the largest FOF in China, and a RMB10 billion sized joint fund project between CMBI and Shenzhen municipal government.
Under his management, the bank achieved three (3) times ROI on the investment of RMB900 million into Yunda Express (002120.SZ),
one of the top express parcel delivers in China. From July 2015 to May 2017, Dr. Zhang served at Oriental Fortune Capital,
or OFC, as a partner and vice general manager, where he established OFC’s first US$50,000,000 fund and a joint fund between OFC
and Chang Hong Group (600839.SS), a top leading manufacturer of television and other household electronics in China. From March 2012
to July 2015, Dr. Zhang served as a global partner at Capital International Private Equity Fund of the Capital Group, or CIPEF,
one of the top long term investors in the world and the largest investor in emerging markets in Hong Kong office. During his work
at CIPEF, he achieved a high hit rate on deal closings and initialed and carried out various domestic and cross-border large-sized projects.
From July 2010 to March 2012, he served at Credit Suisse as a managing director in IBD China team, where as a sector leader, he
led the team on several elephant deals such as China Minmetals Resources (1208.HK), China Railway Logistics, Shandong Iron and Steel
Group (600022.SS), XGMG, PICC Property and Casualty Company (2328.HK), etc., as well as other projects in large-to-mid-cap IPOs
and structured lending and bond issuances. From July 2007 to July 2008, Dr. Zhang served at China International Capital
Corporation, or CICC as an executive director, and then at UBS from July 2008 to July 2010 as an executive director in its IBD business
sector, where he was responsible for several U.S. and Hong Kong IPO and bond issuance projects as well as reorganization and
listing projects. His IPO clients included China Industries Securities (601377.SS), China Spring Airline (601021.SS), Shaangu Power (601369.SS),
etc. He also established and developed UBS Shanghai from scratch into a rep office and then evolved into a China CSRC-certified branch.
From July 2005 to July 2007, Dr. Zhang served at Deloitte Consulting as an equity partner. He established and managed
the Deloitte S&O (strategy and operations consulting) business sector and developed the Deloitte China S&O sector into the first
joint venture between Deloitte US and Deloitte China. From May 1995 to July 2005, he served at Bank of Montreal in Toronto
of Canada as an analyst, as well as at China eLabs as a consultant and BearingPoint Management Consulting as a senior manager.
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Dr. Zhang holds an MBA
in finance and a Ph.D. degree in materials and metallurgic engineering from Queen’s University in Canada, and a B.S. in mechanical
engineering from Tsinghua University in China.
We believe Dr. Zhang is well qualified to serve on our board of directors
because of his extensive experience in evaluating, structuring and negotiating complex transactions, as well as his knowledge and experience
in corporate governance for public companies.
Ms. Jie “Janet”
Hu has served as our Chief Financial Officer since October 2024. Ms. Hu has comprehensive financial expertise and extensive experience
in investment and financial operations. Since April 2021, Ms. Hu has served as the investment manager and vice president of Hercules
Capital Group. From March 2020 to March 2021, Ms. Hu served as the controller at Xi’an Jiaotong – Liverpool University, where
she was responsible for internal controls and compliance, strategic financial planning and budgeting and forecasting. From October 2018
to March 2020, Ms. Hu worked as an audit associate at PricewaterhouseCoopers in Suzhou, China, where she participated in audit work in
corporate restructuring, initial public offerings, as well as reporting and statutory auditing for multinational firms and investment
companies. Ms. Hu obtained a Master of Science Degree in Accountancy from Bernard M. Baruch College of the City University of New York
and a Bachelor Degree in Administration from Sichuan University in China.
Mr. Cameron R. Johnson serves
as the independent director of the Company. 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.
We believe Mr. Johnson is
qualified to serve as our director because of his management experience and expertise in business.
Mr. Kevin McKenzie
has served as one of our independent directors since January 2025. Mr. McKenzie has over 20 years of global private equity experience
in leading firms in the market. Mr. McKenzie has served as the independent director of Eureka Acquisition (Nasdaq: EURK) since July 2024.
Since 2024, Mr. McKenzie is a partner of Lakeshore Investors Ltd., a global life sciences private equity firm based in Switzerland, where
he leads the firm’s management and investment processes across a range of global transactions. Since 2018, Mr. McKenzie has served
as Chairman and President at Alpex Pharma, where he oversees the overall operations of the consolidated company and leads its efforts
in developing and implementing strategic plans. Mr. McKenzie has served as a senior partner at RiverWest Capital, a proprietary capital
investment firm since 2011, where he is responsible for overall management. From 2006 to 2011, Mr. McKenzie was a senior partner at MKW
Capital, a venture capital firm. From 2003 to 2006, Mr. McKenzie was a Vice President at Cerberus Capital Management Asia focused on
distressed investing, restructuring, special situations and turnarounds. From 2001 to 2003, he worked at Morgan Stanley Real Estate Fund
(MSREF) and participated in a groundbreaking series of distressed debt portfolios sold in China by state-owned banks. From 1998 to 2001,
Mr. McKenzie worked at the Bank of China and executed a number of syndicated acquisition bridge and term loan financings. Prior to that,
Mr. McKenzie worked at the China office of the Royal Bank of Canada from 1997 to 1998. Mr. McKenzie holds an MBA in finance from Wharton
Business School and an M.A. degree in Management & International Studies from the University of Pennsylvania.
We believe Mr. McKenzie is qualified to serve as our director because
of his deep global private equity experience spanning Europe, Asia, and North America, as well as extensive participation in complex cross-border
transactions.
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Ms. Qian “Hebe”
Xu has served as one of our independent directors since January 2025. Ms. Xu has more than 10 years’ experience in the
financial markets as an investment banker, specializing in US-China cross border transactions. Since November 2024, Ms. Xu has served
as the independent director of Horizon Space Acquisition II Corp. (Nasdaq: HSPT), a blank check company listing on Nasdaq. Since March
2023, Ms. Xu served as the independent director of Hongli Group Inc. (Nasdaq: HLP), one of the leading cold roll formed steel profile
manufacturers with operating subsidiaries in China. Since October 2018, Ms. Xu has served as the founder of HB International Consulting
LLC, a firm providing business consulting and financial advisory services. From November 2008 to October 2018, Ms. Xu worked at TriPoint
Global Equities LLC (“TriPoint”), an investment banking firm, as an analyst (November 2008 to April 2013), the vice president
of investment banking (from April 2013 to May 2017) and the senior vice president (from May 2017 to October 2018), leading effort of
the US-China cross border investment, mergers & acquisitions, and initial public offerings. Ms. Xu received her Bachelor’s
degree in Telecommunication Engineering from Sun Yat-Sen (Zhongshan) University in 2004 and a Master’s degree in Economics from
New York University in 2009.
We believe Ms. Xu is qualified to serve as our director because of
her directorship and management experience in public companies and cross-border transactions.
Number and Terms of Office of Officers and
Directors
Our board of directors consists
of four members. Our board of directors is divided into two classes, with only one class of directors being elected in each year, and
with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term: Class
I, with a term expiring at the first annual general meeting — Mr. Cameron R. Johnson, Mr. Kevin McKenzie and Ms. Qian (Hebe) Xu;
and Class II, with a term expiring at the second annual general meeting — Fen “Eric” Zhang. We may not hold an annual
meeting of shareholders until after we consummate our initial business combination. Prior to the completion of an initial business combination,
any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the
meeting of our board of directors. After completion of the business combination, subject to any other special rights applicable to the
shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and
voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares.
Our officers are appointed
by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board
of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association
as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman,
a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant
Secretaries, a Treasurer and such other offices as may be determined by the board of directors.
Committees of the Board of Directors
Our board of directors currently
has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception,
the rules of NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely
of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely
of independent directors.
Audit Committee
Mr. Cameron R. Johnson, Mr.
Kevin McKenzie and Ms. Qian (Hebe) Xu currently serve as members of our audit committee. Under Nasdaq listing standards and applicable
SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the certain phase-in
provisions. Our board of directors has determined that each of Mr. Cameron R. Johnson, Mr. Kevin McKenzie and Ms. Qian (Hebe) Xu meet
the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act.
Mr. Cameron R. Johnson serves
as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq, and our
board of directors has determined that Mr. Colon qualifies as an “audit committee financial expert” as defined in applicable
SEC rules.
23
We have adopted an audit
committee charter, which details the principal functions of the audit committee, including:
●
discussing
and, as appropriate, reviewing with management and the independent auditors the Company’s financial statements and annual and quarterly
reports, including the Company’s disclosures under Management’s Discussion and Analysis of Financial Condition and Results
of Operations, discussing with the independent auditors any other matters required to be discussed by accounting and auditing standards,
and recommending to the Board whether the audited financial statements should be included in the Company’s annual report on Form
10-K, and whether the unaudited interim financial statements should be included in the Company’s quarterly reports on Form 10-Q:.
● discussing with management and the
independent auditor significant financial reporting issues and judgments made in connection
with the preparation of our financial statements;
● discussing with management major risk
assessment and risk management policies;
● monitoring the independence of the
independent auditor;
● verifying the rotation of the lead
(or coordinating) audit partner having primary responsibility for the audit and the audit
partner responsible for reviewing the audit as required by law;
● reviewing and approving all related-party
transactions;
● inquiring and discussing with management
our compliance with applicable laws and regulations;
● pre-approving all audit services and
permitted non-audit services to be performed by our independent auditor, including the fees
and terms of the services to be performed;
● appointing or replacing the independent
auditor;
● determining the compensation and oversight
of the work of the independent auditor (including resolution of disagreements between management
and the independent auditor regarding financial reporting) for the purpose of preparing or
issuing an audit report or related work;
● establishing procedures for the receipt,
retention and treatment of complaints received by us regarding accounting, internal accounting
controls or reports which raise material issues regarding our financial statements or accounting
policies; and
● approving reimbursement of expenses
incurred by our management team in identifying potential target businesses.
Compensation Committee
We have established a compensation
committee of the board of directors, which consists of Mr. Cameron R. Johnson, Mr. Kevin McKenzie and Ms. Qian (Hebe) Xu, each of whom
is an independent director under Nasdaq’s listing standards. Mr. Kevin McKenzie is the Chairperson of the compensation committee.
The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:
● reviewing
and approving on an annual basis the corporate goals and objectives relevant to our Chief
Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance
in light of such goals and objectives and determining and approving the remuneration (if
any) of our Chief Executive Officer’s based on such evaluation;
● reviewing and approving the compensation
of all of our other executive officers;
● reviewing our executive compensation
policies and plans;
● implementing and administering our
incentive compensation equity-based remuneration plans;
● assisting management in complying with
our proxy statement and annual report disclosure requirements;
● approving all special perquisites,
special cash payments and other special compensation and benefit arrangements for our executive
officers and employees;
● if required, producing a report on
executive compensation to be included in our annual proxy statement; and
● reviewing, evaluating and recommending
changes, if appropriate, to the remuneration for directors.
Notwithstanding the foregoing,
as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing
shareholders, including our directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate,
the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination,
the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered
into in connection with such initial business combination.
24
Director Nominations
We do not have a standing
nominating committee. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a
director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
As there is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors will
also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees
to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).
We have not formally established
any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying
and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience,
knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests
of our shareholders.
Code of Ethics
We have adopted a code of
ethics and business conduct (the “Code of Ethics”) applicable to our directors, officers and employees. You are able
to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a
copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or
waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Clawback Policy
Our clawback policy became
effective on January 22, 2025 that applies to our executive officers (the “Policy”) in order to comply with Nasdaq rules.
The Policy gives the Compensation Committee the discretion to require executive officers to reimburse us for any Erroneously Awarded
Compensation (as defined in the Policy) that was based on financial results that were subsequently restated as a result of that person’s
misconduct. For more details about the clawback policy, please refer to Exhibit 97.1 of this Annual Report.
Conflicts of Interest
Under Cayman Islands law,
directors and officers owe the following fiduciary duties:
(i) duty to act in good
faith in what the director or officer believes to be in the best interests of the company;
(ii) duty to exercise powers
for the purposes for which those powers were conferred;
(iii) duty to avoid fettering
his or her discretion in the future; and
(iv) duty to avoid conflicts
of interest and of duty.
The common law duties owed
by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions
as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a
standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without
those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our amended articles of association,
as amended and restated from time to time. We have the right to seek damages where certain duties owed by any of our directors are breached.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for
an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.
25
Our amended and restated
memorandum and articles of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving as
a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for
any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual
obligations of our officers or directors will materially affect our ability to complete our initial business combination.
Some of our directors and
officers are currently involved with other SPACs, such directors or officers have a pre-existing fiduciary obligation to present potential
target businesses to such SPACs. In addition, the Sponsor and our officers and directors or any of their affiliates may sponsor or form
other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which
we are seeking an initial business combination. As a result, the Sponsor, officers and directors could have conflicts of interest in determining
whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become
involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination.
While there is no formal commitment to proceed in this manner, Dr. Zhang, our Chief Executive Officer and Chairman, to the extent that
he is presented with opportunity that would benefit a SPAC, plans to give the first suitable opportunity to Eureka Acquisition in the
sequence which is currently listing on Nasdaq and the second suitable opportunity to us. Mr. Cameron R. Johnson, our independent director,
to the extent that he is presented with opportunities that would benefit a SPAC, plans to give the first suitable opportunity to Eureka
Acquisition in the sequence which is currently listing on Nasdaq and the second suitable opportunity to us. Mr. Kevin McKenzie, our independent
director, to the extent that he is presented with opportunities that would benefit a SPAC, plans to give the first suitable opportunity
to Eureka Acquisition in the sequence which is currently listing on Nasdaq and the second suitable opportunity to us. Ms. Qian “Hebe”
Xu, our independent director, to the extent that she is presented with opportunities that would benefit a SPAC, plans to give the first
suitable transaction opportunity to Horizon Space Acquisition II Corp. in the sequence which is currently listing on Nasdaq and the second
suitable opportunity to us. While there is no formal commitment to proceed in this manner, we expect that our company will have priority
over any other special purpose acquisition companies (if any) subsequently formed by the Sponsor and our officers or directors with respect
to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict
our ability to engage in material discussions regarding a potential initial business combination. While neither us nor certain other SPACs
limit acquisition opportunity to a specific industry or geographic region, we and other SPACs have different criteria and priority for
selecting suitable opportunities and the background, experience and resources of management as a whole vary significantly among us and
other SPACs. As a result of the foregoing, we do not believe that any potential conflict from our management and Sponsor’s other
business or investment ventures would materially affect our ability to complete our initial business combination.
In the case that the Sponsor,
our directors and officers, or otherwise become involved with, any other SPACs prior to completing our initial business combination in
the future, we expect that our company will generally have priority over any other special purpose acquisition companies subsequently
formed by the Sponsor and our officers or directors with respect to acquisition opportunities until we complete our initial business
combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential
initial business combination, we do not believe that any such potential conflicts would materially affect our ability to complete our
initial business combination.
26
There may be actual or potential
material conflicts of interest between the Sponsor, its affiliates or promoters on the one hand, and the investors in the IPO on the
other hand. Potential investors should be aware of the following potential conflicts of interest:
Potential investors should
be aware of the following potential conflicts of interest:
● Our insiders directly or indirectly
own 1,734,290 Founder Shares and, accordingly, may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate
our initial business combination.
● The $0.018 per share price that our insiders paid for the Founder Shares
creates an incentive whereby the Sponsor and our directors and officers could potentially make a substantial profit even if the company
selects an acquisition target that subsequently declines in value and is unprofitable for public investors.
● In the event we do not consummate a
business combination within the proscribed period, the Founder Shares, Private Units and
their underlying securities will expire worthless, which could create an incentive our initial
shareholders to complete any transaction, regardless of its ultimate value.
● Each of our officers and directors
may have a conflict of interest with respect to evaluating a particular business combination
if the retention or resignation of any such officers and directors was included by a target
business as a condition to any agreement with respect to our initial business combination.
● The Founder Shares owned by our insiders
will be released from lock-up restrictions only if a business combination is successfully
completed and subject to certain other limitations. Additionally, our insiders will not receive
distributions from the Trust Account with respect to any of their Founder Shares if we do
not complete a business combination. Furthermore, our insiders have agreed that the Private
Units will not be sold or transferred by them until after we have completed our initial business
combination. In addition, our insiders may loan funds to us from time to time and may be
owed reimbursement for expenses incurred in connection with certain activities on our behalf
which would only be repaid if we complete an initial business combination. For the foregoing
reasons, the personal and financial interests of our directors and executive officers may
influence their motivation in identifying and selecting a target business, completing a business
combination in a timely manner and securing the release of their shares.
●
Each of insiders presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Further, each of Dr. Fen “Eric” Zhang, our Chief Executive Officer, and Mr. Cameron R. Johnson and Mr. Kevin McKenzie, our independent directors, has fiduciary and contractual duties to Eureka Acquisition, currently listing on the Nasdaq (Nasdaq: EURK) and Dr. Zhang also has fiduciary and contractual duties to Hercules Capital Management Corp, a British Virgin Islands company, the sponsor of Eureka Acquisition (“Hercules Capital”). Our independent director, Qian (Hebe) Xu has fiduciary and contractual duties to Horizon Space Acquisition II Corp. (Nasdaq: HSPT), a blank check company listing on Nasdaq. Eureka Acquisition and Horizon Space Acquisition II Corp., together with Hercules Capital, may compete with us for business combination opportunities. If Eureka Acquisition and Horizon Space Acquisition II Corp., together with Hercules Capital, decides to pursue any such opportunity, we may be precluded from pursuing such opportunities. As a result, our officers or directors may present a potential target to our competitor that would have been presented to us or devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.
● Our officers and directors may in the
future become affiliated with entities, including other blank check companies, engaged in
business activities similar to those intended to be conducted by our company.
● Our officers and directors are not
required to commit any specified amount of time to our affairs, and, accordingly, may have
conflicts of interest in allocating management time among various business activities. Other
than the foregoing, we do not intend to have any full-time employees prior to the completion
of our initial business combination. Each of our officers is engaged in several other business
endeavors for which he or she may be entitled to substantial compensation, and our officers
are not obligated to contribute any specific number of hours per week to our affairs.
● In the course of their other business
activities, our officers and directors may become aware of investment and business opportunities
which may be appropriate for presentation to our company as well as the other entities with
which they are affiliated. Our management has pre-existing fiduciary duties and contractual
obligations and may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. As a result, our officers or directors may present
a potential target to our competitor that would have been presented to us or devote time
to our affairs which may have a negative impact on our ability to complete our initial business
combination.
27
● Our insiders are not prohibited from
sponsoring, or otherwise becoming involved with, any other blank check companies prior to
completing our initial business combination. Accordingly, if any of our officers or directors
becomes aware of a business combination opportunity that is suitable for an entity to which
he or she has then current fiduciary or contractual obligations, he or she will honor his
or her fiduciary or contractual obligations to present such opportunity to such entity and
only present it to us if such entity rejects the opportunity, subject to his or her fiduciary
duties under Cayman Islands law. We do not believe, however, that any fiduciary duties or
contractual obligations of our directors or officers would materially undermine our ability
to complete our business combination. In the case that the Sponsor, our directors and officers,
or otherwise become involved with, any other SPACs prior to completing our initial business
combination in the future, we expect that our company will generally have priority over any
other special purpose acquisition companies subsequently formed by the Sponsor and our officers
or directors with respect to acquisition opportunities until we complete our initial business
combination or enter into a contractual agreement that would restrict our ability to engage
in material discussions regarding a potential initial business combination, we do not believe
that any such potential conflicts would materially affect our ability to complete our initial
business combination.
We are not prohibited from
pursuing an initial business combination with a business combination target that is affiliated with the Sponsor and our officers or directors
or completing the business combination through a joint venture or other form of shared ownership with the Sponsor and our officers or
directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business
is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests
different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.
In the event we seek to complete our initial business combination with a business combination target that is affiliated (as defined in
our amended and restated memorandum and articles of association) with the Sponsor and our officers or directors, we, or a committee of
independent directors, would obtain an opinion from an independent investment banking or another independent entity that commonly renders
valuation opinions stating that the consideration to be paid by us in such initial business combination is fair to our company from a
financial point of view. We are not required to obtain such an opinion in any other context. We cannot assure you that any of the above
mentioned conflicts will be resolved in our favor.
If we seek shareholder approval,
we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled
to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, the Sponsor and each member
of our management team have agreed to vote their Founder Shares, private shares included in any Private Units and public shares purchased
during or after the IPO in favor of our initial business combination (except with respect to any such public shares which may not be
voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange
Act and any SEC interpretations or guidance relating thereto).
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more
than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of our shares of Common Stock and other equity securities. These executive officers, directors, and
greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such
reporting persons.
Based solely upon a review
of such forms furnished to us during the most recent fiscal year, or written representations that no Forms 5 were required, we believe
that that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors,
and security holders required to file the same during the fiscal year ended December 31, 2024.
28
Item 11. Executive Compensation.
None of our officers or directors
has received any cash compensation for services rendered to us, except that the Sponsor transferred to each of our independent directors,
Dr. M. Anthony Wong (former director), Mr. Kevin McKenzie and Ms. Qian (Hebe) Xu, 12,000 Founder Shares at a purchase price of $0.015
per share, respectively, immediately prior to the closing of the IPO, and that the Sponsor issued the Share Purchase Option to Mr. Cameron
Johnson excisable for 12,000 Founder Shares, subject to the terms as described above. Other than as set forth elsewhere, no compensation
of any kind, including finder’s and consulting fees, will be paid to our founders, existing officers, directors and advisors, or
any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination
although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior
to or in connection with our initial business combination. In addition, our officers, directors and advisors, or any of their respective
affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly
basis all payments that were made to our founders, officers, directors or advisors, or our or their affiliates, including the extension
loan and extension convertible notes.
After the completion of our
initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees
from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials
or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. We have not established
any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely
the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination
business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined,
or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors
or by a majority of the independent directors on our board of directors.
Following a business combination,
to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target
business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the
requisite skills, knowledge or experience necessary to enhance the incumbent management.
Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Shareholder Matters.
The following table sets
forth information regarding the beneficial ownership of our ordinary as of the date hereof by:
●
each person known by us
to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;
●
each of our officers and
directors; and
●
all of our officers and
directors as a group.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially
owned by them.
29
The beneficial ownership of our Ordinary Shares is based on an aggregate
of 7,944,290 Ordinary Shares issued and outstanding as of the date hereof (excluding the shares underlying the Rights) and the record
of beneficial ownership as indicated in the statements filed with the SEC pursuant section 13(d) or 13(g) as of the date hereof.
Name and Address of Beneficial Owner (1)
Number of
Ordinary
Shares
Beneficially
Owned (2)
Approximate
Percentage of
Outstanding
Ordinary
Shares
Fen “Eric” Zhang (2)
1,698,290
21.4 %
Jie “Janet” Hu
—
—
Cameron R. Johnson
—
—
Kevin McKenzie
12,000
*
Qian “Hebe” Xu
12,000
*
All executive officers and directors as a group (5 individuals)
1,722,290
21.7 %
5% Holders
Hercules Capital Management VII Corp (2)
1,698,290
21.4 %
*
Less than one percent
(1) Unless
otherwise noted, the business address of each of the following entities or individuals is
c/o Columbus Acquisition Corp, 14 Prudential Tower, Singapore, 049712.
(2) Dr.
Fen “Eric” Zhang is the sole director of the Sponsor. The person having voting,
dispositive or investment powers over the Sponsor is Dr. Fen “Eric” Zhang, thus
Fen Zhang is deemed to have beneficial ownership of the shares held by the Sponsor.
Item 13. Certain Relationships
and Related Transactions, and Director Independence.
Founder Shares
On March 21, 2024, the Sponsor
acquired 1,437,500 ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.0174
per share. On July 25, 2024 and December 20, 2024, the Company amended the Securities Purchase Agreement which allowed the Sponsor to
increase the purchase of Founder Shares from 1,437,500 to 1,725,000 shares for $25,000, or $0.0145 per share; including an aggregate
of up to 225,000 Founder Shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
On January 22, 2025, the
effective date of the registration statement of the IPO, the Sponsor transferred an aggregate of 36,000 of its Founder Shares, or 12,000
each to its three independent directors for their board service, for nominal cash consideration, of $522.
As
of December 31, 2024, there were 1,725,000Founder Shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately
$0.015 per share.
On
March 10, 2025, the Sponsor forfeited 225,000 Founder Shares for
no consideration as the underwriter of the IPO did not exercise its over-allotment option. As a result, the Sponsor currently holds
1,698,290 Ordinary Shares in total, including 1,464,000 Founder Shares and 234,290 Ordinary Shares included in the Private Units.
On March 20, 2025, in connection with the appointment of Mr. Johnson
as the director of the Company, the Sponsor issued the Share Purchase Option to Mr. Johnson, entitling Mr. Johnson to acquire 12,000 Founder
Shares upon the exercise of the Share Purchase Option once the existing lock-up term on such Founder Shares expires pursuant to the terms
and arrangements thereunder.
Private Units
Simultaneously with the consummation
of the IPO, the Company consummated the Private Placement of 234,290 Private Units to the Sponsor at a price of $10.00 per Private Unit.
Promissory Note — Related Party
On
June 25, 2024, the Sponsor agreed to loan us up to $500,000 to be used for a portion of the expenses of the IPO (the “Promissory
Note). As of January 24, 2025, the date of the completion of the IPO, the Sponsor had loaned the Company $254,544. The total amount of
$254,544 under the Promissory Note was fully repaid upon closing of the IPO on January 24, 2025. The Promissory Note was terminated after
the repayment.
30
Working Capital Loans
In order to finance the Company’s
transaction costs in connection with an initial business combination, the Sponsor, our officers and directors, or their affiliates or
designees may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay
such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held
outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to
$3,000,000 of the Working Capital Loans may be convertible into working capital units at the option of the lender, upon consummation
of our initial business combination, in addition to the convertible notes in connection with the potential extensions. The working capital
units would be identical to the Private Units.
As of December 31, 2024,
the Company had no borrowings under the Working Capital Loans.
Extension Fees
We have until January 22,
2026 to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business
combination by January 22, 2026, we may seek an amendment to our amended and restated memorandum and articles of association to extend
the period of time we have to complete an initial business combination beyond January 22, 2026 (the “Combined Period”). If
we do not complete our initial business combination by January 22, 2026, while we do not currently intend to seek shareholder approval
to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial
business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek. If we hold
a shareholder meeting to seek shareholders’ approval for an amendment to the then existing memorandum and articles of association,
as amended, to modify the amount of time or substance we have to consummate an initial business combination, our insiders, officers and
directors or their affiliates or designees may loan us funds in support of our potential extension to allow additional time for us to
complete an initial business combination which will be evidenced in extension convertible notes to be repaid in cash or $10.00 per unit,
or the “extension units,”, at the lender’s discretion, at the closing of our initial business combination. If we do
not complete a business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.
The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the Combination Period. The extension
units, if any, would be identical to the Private Units sold in the private placement. If we do not complete our initial business combination,
the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. The terms of such loans by our
insiders, officers and directors or their affiliates, if any, have not been determined and no written agreements exist with respect to
such loans
As of December 31, 2024,
there were no extension fees.
Administrative Services Agreement
The Company is obligated,
commencing from January 22, 2025 to pay the Sponsor, a monthly fee of $10,000 for office space, utilities and secretarial and administrative
support pursuant to a certain administrative services agreement by and between the Company and the Sponsor dated January 22, 2025 (the
“Administrative Services Agreement”). This Administrative Services Agreement will terminate upon completion of the Company’s
business combination or the liquidation of the Trust Account to public shareholders. The Company did not make any payment thereunder
for the year ended December 31, 2024.
Policy for Approval of Related Party Transactions
We have not yet adopted a
formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were
not reviewed, approved or ratified in accordance with any such policy.
We have adopted a code of
ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board
of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics,
conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee
of indebtedness) involving the company.
31
In addition, our audit committee,
pursuant to a written charter will be responsible for reviewing and approving related party transactions to the extent that we enter
into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum
is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee
will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required
to approve a related party transaction. We have adopted the audit committee charter. We also require each of our directors and executive
officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.
These procedures are intended
to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on
the part of a director, employee or officer.
To further minimize conflicts
of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders
unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member
of FINRA, or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire, or
an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Furthermore,
no finder’s fees, reimbursements or cash payments will be made to our founders, existing officers, directors or advisors, or our
or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination although
we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in
connection with our initial business combination. In addition, the following payments will be made to our founders or their affiliates,
none of which will be made from the proceeds of the IPO held in the Trust Account prior to the completion of our initial business combination:
●
reimbursement of out-of-pocket
expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business
targets and business combinations;
●
repayment at the closing
of our initial business combination of Working Capital Loans which may be made by our founders or an affiliate of our founders to
finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined
nor have any written agreements been executed with respect thereto. Up to $3,000,000 of such Working Capital Loans may
be convertible into working capital units at the option of the lender. Such working capital units are identical to the Private Units
sold in the Private Placement; and
●
repayment at the closing
of our initial business combination of extension fees, if any, which have been made by our Sponsor, its affiliates or designees in
connection with our extensions of the Combination Period, which may be convertible into extension units, such extension units are
identical to the Private Units sold in the Private Placement.
Director Independence
Nasdaq listing standards require
that a majority of our board of directors be independent. An “independent director” is defined generally as a person
other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion
of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out
the responsibilities of a director. Our board of directors has determined that each of Cameron R. Johnson, Kevin McKenzie and Qian “Hebe”
Xu are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors
will have regularly scheduled meetings at which only independent directors are present.
Item 14. Principal Accountant
Fees and Services.
During the period from January
18, 2024 (inception) through December 31, 2024, the firm of Marcum Asia CPAs LLP (“Marcum Asia”), has acted as our independent
registered public accounting firm. The following is a summary of fees paid or to be paid to Marcum Asia for services rendered.
Audit Fees. Audit
fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that
are normally provided by Marcum Asia in connection with regulatory filings. The aggregate fees billed by Marcum Asia for professional
services rendered for the audit of our annual financial statements, review of the unaudited interim financial statements included in our
other required filings with the SEC, and providing Consents in connection with our regulatory filings made for our IPO, for the
period from January 18, 2024 (inception) through December 31, 2024 totaled $115,000.
Audit-Related Fees . Audit-related
services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review
of our financial statements and are not reported under “Audit Fees.” We did not pay Marcum Asia for professional services
rendered for audit-related fees for the period from January 18, 2024 (inception) through December 31, 2024.
Tax Fees . We did not
pay Marcum Asia for tax planning and tax advice for the period from January 18, 2024 (inception) through December 31, 2024.
All Other Fees . We
did not pay Marcum Asia for other services for the period from January 18, 2024 (inception) through December 31, 2024.
Before the establishment of the audit committee in January 2025, the
Board of Directors, pre-approves all auditing services and any non-audit services that are to be performed for the Company by its independent
auditor. After the establishment of the audit committee, the audit committee pre-approves all auditing services and any non-audit services
that are to be performed for the Company by its independent auditor and the audit committee pre-approved all auditing services arranged
after its date of establishment.
32
PART IV
Item 15. Exhibits, Financial
Statement Schedules.
1. The following documents are filed as part
of this Annual Report:
Financial Statements: See
“Item 8. Financial Statements and Supplementary Data” herein and “Index to Financial Statements” and financial
statements incorporated by reference therein commencing below.
2. Exhibits: The following exhibits are filed
as part of, or incorporated by reference into, this Annual Report on Form 10-K.
Exhibit
Number
Description
3.1
First
Amended and Restated Memorandum and Articles of Association, effective on January 22, 2025. (incorporated herein by reference to
Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on January 28, 2025)
4.1
Specimen
Unit Certificate. (incorporated herein by reference to Exhibit 4.1 to Form S-1 as filed with the Securities and Exchange Commission
on December 26, 2024)
4.2
Specimen
Ordinary Share Certificate. (incorporated herein by reference to Exhibit 4.2 to Form S-1 as filed with the Securities and Exchange
Commission on December 26, 2024)
4.3
Specimen
Right Certificate (incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission
on December 26, 2024)
4.4
Rights
Agreement, dated January 22, 2025, between the Registrant and Continental Stock Transfer & Trust Company, as rights agent. (incorporated
herein by reference to Exhibit 4.1 to Form 8-K as filed with the Securities and Exchange Commission on January 28, 2025)
4.5
Description of Securities
10.1
Unit
Subscription Agreement dated January 22, 2025, between the Company and the Sponsor. (incorporated herein by reference to Exhibit
10.1 to Form 8-K as filed with the Securities and Exchange Commission on January 28, 2025)
10.2
Securities
Transfer Agreement, dated November 8, 2024, as amended on December 20, 2024, among the Company, the Sponsor, and certain directors
of the Company (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission
on January 28, 2025)
10.3
Investment
Management Trust Agreement, dated January 22, 2025, between the Company and Continental Stock Transfer & Trust Company, as trustee.
(incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on January 28,
2025)
10.4
Registration
Rights Agreement, dated January 22, 2025, between the Company, the Sponsor, and officers and directors of the Company. (incorporated
herein by reference to Exhibit 10.4 to Form 8-K as filed with the Securities and Exchange Commission on January 28, 2025)
10.5
Letter
Agreement, dated January 22, 2025, among the Company, the Sponsor, and officers and directors of the Company. (incorporated herein
by reference to Exhibit 10.5 to Form 8-K as filed with the Securities and Exchange Commission on January 28, 2025)
10.6
Indemnity
Agreement, dated January 22, 2025, between the Company and the officers and directors of the Company. (incorporated herein by reference
to Exhibit 10.6 to Form 8-K as filed with the Securities and Exchange Commission on January 28, 2025)
33
10.7
Administrative
Service Agreement, dated January 22, 2025, between the Company and the Sponsor. (incorporated herein by reference to Exhibit 10.7
to Form 8-K as filed with the Securities and Exchange Commission on January 28, 2025)
10.8
Share Purchase Option dated March 20, 2025 issued by Hercules Capital
Management VII Corp. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission
on March 24, 2025)
10.9
Indemnity Agreement dated March 20, 2025, by and between the Company
and Cameron R. Johnson, as the director of the Company. (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the
Securities and Exchange Commission on March 24, 2025)
19*
Insider Trading Policy
31.1*
Certification
of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification
of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2**
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
97*
Policy Relating to Recovery
of Erroneously Awarded Compensation
99.1
Audit
Committee Charter. (incorporated herein by reference to Exhibit 99.1 to Form S-1 as filed with the Securities and Exchange Commission
on December 26, 2024)
99.2
Compensation
Committee Charter. (incorporated herein by reference to Exhibit 99.2 to Form S-1 as filed with the Securities and Exchange Commission
on December 26, 2024)
101.INS
Inline
XBRL Instance Document – the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags
are embedded within the Inline XBRL document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith
**
Furnished herewith
Item 16. Form 10-K Summary.
None.
34
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Columbus
Acquisition Corp
Date: March 28, 2025
By:
/s/ Fen “Eric”
Zhang
Fen “Eric”
Zhang
Chief Executive Officer,
Chairman and Secretary
(Principal Executive
Officer)
Pursuant to the requirements
of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Name
Position
Date
/s/
Fen “Eric” Zhang
Chief Executive Officer, Chairman and Director
March 28, 2025
Fen “Eric” Zhang
(Principle Executive Officer)
/s/
Jie “Janet” Hu
Chief Financial Officer
March 28, 2025
Jie “Janet” Hu
(Principal Accounting and Financial Officer)
/s/
Cameron R. Johnson
Director
March 28, 2025
Cameron R. Johnson
/s/
Kevin McKenzie
Director
March 28, 2025
Kevin McKenzie
/s/
Qian “Hebe” Xu
Director
March 28, 2025
Qian “Hebe” Xu
35