What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-19 compared with 2025-03-31 · 152 added, 120 removed, 66 unchanged (80% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

References to the “Company,”

“us,” “our,” or “we” refer to Columbus Acquisition Corp.

The following discussion and analysis of

our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes

“CAC,” “us,” “our,” or “we” refer to Columbus Acquisition Corp.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial

and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements

and related notes herein.

The following discussion and

analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial

statements and the notes related thereto which are included in “Item 8.

15 unchanged sentences

business combination.

We expect to continue to

incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to raise capital or to complete

our initial business combination will be successful.

We expect to continue to incur

significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to raise capital or to complete our initial

business combination will be successful.

Initial Public Offering and Private Placement

On January 24, 2025, the

Company consummated its IPO of 6,000,000 Units.

Each Unit consists of one ordinary shares and one Right to receive one-seventh of one

ordinary share upon the completion of the initial business combination.

The Units were sold at an offering price of $10.00 per Unit,

generating total gross proceeds of $60,000,000.

On January 24, 2025, the Company

consummated its IPO of 6,000,000 Units.

Each Unit consists of one ordinary shares and one Right to receive one-seventh of one ordinary

share upon the completion of the initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating

total gross proceeds of $60,000,000.

Substantially concurrently

11 unchanged sentences

Shares included in the Private Units.

Our management has broad

discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held outside of the

Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination

and working capital.

Results of Operations and Known Trends or

Future Events

have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational

activities and those necessary to prepare for the IPO.

Following the IPO, we have not generated, and do not expect to generate any operating

revenues until after completion of our initial business combination.

We will generate non-operating income in the form of interest income

on cash and cash equivalents after the IPO.

There has been no significant change in our financial or trading position and no material

adverse change has occurred since the date of our audited financial statements.

After the IPO, we incur increased expenses as a result

of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with

the search for target opportunities.

Our management has broad discretion

with respect to the specific application of the proceeds of the IPO and the Private Placement that are held outside of the Trust Account,

although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working

Proposed Transactions

On November 9, 2025, the

Company entered into a business combination agreement (as it may be amended, supplemented, or otherwise modified from time to time, the

“BCA”) with WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”), WISeSat Merger

Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), WISeSat.Space Corp., a

British Virgin Islands business company (the “Target”), and WISeKey International Holding Ltd., a Swiss company (together

with its successors, including after its anticipated domestication to the British Virgin Islands prior to the Closing, the “Seller”).

Pursuant to the BCA, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated by the BCA

(the “Closing”), CAC will become a wholly owned subsidiary of Pubco;

and each issued and outstanding CAC Security (as defined

in the BCA) immediately prior to the effective time of the Merger (as defined in the BCA) shall no longer be outstanding and shall automatically

be cancelled, in exchange for the right of the holder thereof to receive Pubco Ordinary Shares.

Following the Merger, the Seller may distribute

up to 10% of its Pubco shares to its own shareholders at its discretion.

The transactions contemplated by the BCA and the Ancillary Documents

are referred to herein as the “Transactions.”

The Transactions will be submitted

to shareholders of the Company for approval at an extraordinary general meeting.

Pubco, together with the Company, will file with the

Securities and Exchange Commission (the “SEC”) a proxy statement/prospectus on Form F-4 (the “Business Combination

Proxy Statement”) in connection with the proposed Transactions.

On December 29, 2025, CAC and WISeKey International Holding

AG jointly announced the confidential submission of a draft of the Business Combination Proxy Statement by Pubco with the SEC on December 23,

Pursuant to the Company’s Charter, the Company currently has until January 22, 2027 to complete the Transactions, if

fully extended.

Share Exchange Consideration

Immediately prior to the Effective

Time, in full payment for the Company Shares, Pubco shall issue and deliver to the Seller the Exchange Shares with an aggregate value

(the “Exchange Consideration”) equal to the sum of (i) Two Hundred Fifty Million U.S.

Dollars ($250,000,000), plus (ii) the

amount of any Transaction Financing (as defined in the BCA) that is made into the Company or its Subsidiaries prior to the Closing, with

each Pubco Ordinary Share valued at Ten U.S.

Dollars ($10.00).

The Exchange Shares will be allocated between Pubco Ordinary Shares and

Pubco Class F Shares in proportion to the number of Company Ordinary Shares and Company Class F Shares owned by Seller at the time of

the Share Exchange.

The Pubco Class F Shares shall,

in the aggregate, be entitled to 49.9% of the total vote on any matter voted on by the holders of Pubco Shares, and the Pubco Class F

Shares will automatically convert into Pubco Ordinary Shares upon certain transfers in accordance with the Company Organizational Documents.

Treatment of CAC Securities;

Merger Consideration

Pursuant to the BCA, (a)

immediately prior to the Effective Time, every issued and outstanding CAC Unit shall be automatically detached, and the holder thereof

shall be deemed to hold one CAC Ordinary Share and one CAC Right in accordance with the terms of the applicable CAC Unit (the “Unit

Separation”);

(b) immediately prior to the Effective Time and immediately following the Unit Separation, each issued and outstanding

CAC Right (including the CAC Rights held as a result of the Unit Separation) shall be automatically converted into one-seventh of one

CAC Ordinary Share;

from CAC Rights pursuant to (b) above and each CAC Ordinary Share held as a result of the Unit Separation, other than the Excluded Shares,

the Dissenting Shares and the Redeemed Shares (each as defined in the BCA)) shall become and be converted automatically into the right

to receive one Pubco Ordinary Share, following which, all CAC Ordinary Shares shall cease to be outstanding and shall automatically be

canceled and shall cease to exist.

At the Effective Time, by

virtue of the Merger, all Merger Sub Ordinary Shares issued and outstanding immediately prior to the Effective Time shall be converted

into an equal number ordinary shares of the Surviving Company, with the same rights, powers and privileges as the shares so converted

and shall constitute the only outstanding issued shares of the Surviving Company.

In connection with the execution

of the BCA, the relevant parties entered into the Sponsor Agreement the Insider Letter Amendment and Lock-up Agreement accordingly.

January 2026 Extension Meeting

On January 16, 2026, the Company

held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders of the

Company approved the proposal (the “Charter Amendment Proposal”) that the Company’s Amended and Restated Memorandum

and Articles of Association, which provided that the Company has until January 22, 2026 to complete a business combination, be deleted

in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association (the “Amended

Charter”) to provide that the Company has until January 22, 2026 to complete a business combination, and may elect to extend the

period to consummate a business combination up to twelve times, each by an additional one-month extension (the “Monthly Extension”),

for a total of up to twelve months to January 22, 2027.

In order to effectuate each Monthly Extensions, $50,000 needs to be deposited

into the Trust Account of the Company (the “Monthly Extension Fee”).

On January 16, 2026, the Company

and the Trustee entered into the amendment to the Investment Management Trust Agreement dated January 22, 2025 ( as amended, the “Trust

Agreement”) upon the shareholders’ approval at the Extraordinary General Meeting, which provides that that the Trustee must

commence liquidation of the Trust Account by the prescribed timeline as provided in the Company’s Amended Charter.

In connection with the votes

to approve the Charter Amendment Proposal, 3,449,851 Ordinary Shares of the Company were rendered for redemption, and approximately $35.82

million was released from the Trust Account to pay such redeeming shareholders.

As of the date of this Annual

Report, the Company has until March 22, 2026 to complete its initial business combination (or up to January 22, 2027 if fully extended).

A total of $100,000 Monthly Extension Fees were deposited into the Trust Account of the Company, among which $50,000 were paid by the

Company from its working capital and $50,000 were paid by the Target pursuant to the BCA.

Results of Operations and Known Trends or Future

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities and those necessary

to prepare for the IPO.

Following the IPO, we have not generated, and do not expect to generate any operating revenues until after completion

of our initial business combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents

after the IPO.

There has been no significant change in our financial or trading position and no material adverse change has occurred since

the date of our audited financial statements.

After the IPO, we incur increased expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

For the year ended December

31, 2025, we had a net income of $1,285,090, which consisted of interest income from the Trust Account of $2,231,602 offset by general

and administrative expenses of $946,512.

Changes in operating assets and liabilities provided $302,102 of cash for operating activities.

For the period from January

1 unchanged sentence

Liquidity and Capital Resources

of December 31, 2024, we had no cash and a working capital deficit of $252,128.

Upon completion of the IPO, $1,007,756 was held outside

of the Trust Account.

We intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account,

to acquire a target business or businesses and to pay our expenses relating thereto.

To the extent that our share capital is used in

whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well

as any other net proceeds not expended will be used as working capital to finance the operations of the target business.

capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic

acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating

expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available

to us outside of the Trust Account were insufficient to cover such expenses.

Over the next 12 months (assuming

a business combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying

and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and

from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements

of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business

If our estimates of the costs

of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do

so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate

environment, we may have insufficient funds available to operate our business prior to our initial business combination.

may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem

a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would

only consummate such financing simultaneously with the consummation of our initial business combination.

Following our initial business

combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

have incurred and expect to continue to incur significant costs to remain as a publicly traded company and to incur significant transaction

costs in pursuit of the consummation of a Business Combination.

We do not believe we will need to raise additional funds in order to

meet the expenditures required for operating our business.

However, if our estimate of the costs of identifying a target business, undertaking

in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient

funds available to operate our business prior to our initial Business Combination.

Moreover, we may need to obtain additional financing

either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion

of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of

Financial Statements - Going Concern, the Company may need to raise additional capital through loans or additional investments from its

Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated

to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet

the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is

unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not

necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a

period of time within one year after the date that the accompanying financial statements are issued.

Management plans to address

this uncertainty are through seeking new financing to complete a Business Combination.

If a Business Combination is not consummated

by the end of the Combination Period, currently January 22, 2026, and the Combination Period is not extended, there will be a

mandatory liquidation and subsequent dissolution of the Company, which also raises substantial doubt about the Company’s

ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the

Company be required to liquidate after the Combination Period.

The Company intends to complete the initial Business Combination

before the end of the Combination Period.

However, there can be no assurance that the Company will be able to consummate any

Business Combination by the end of the Combination Period.

Off-Balance Sheet

Financing Arrangements

As of December 31, 2025, we

had $483,756 in cash and a working capital of $179,238.We intend to use substantially all of the net proceeds of the IPO, including the

funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto.

To the extent that

our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held

in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target

Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations,

for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay

any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the

funds available to us outside of the Trust Account were insufficient to cover such expenses.

have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant

transaction costs in pursuit of its financing and acquisition plans.

The Company currently has no commitments to receive such financing

and there is no assurance that the Company’s plans to raise capital will be successful.

In addition, the Company has until March

22, 2026 to complete its initial business combination (or up to January 22, 2027 if fully extended) to consummate the initial Business

If the Company does not complete a Business Combination within the Combination Period, the Company will trigger an automatic

winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

In connection

with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting

Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management has determined

that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along with the need to

receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until the earlier

of the consummation of the Business Combination or the date the Company is required to liquidate.

The audited consolidated financial statements

do not include any adjustments that might result from the Company’s inability to continue as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets

4 unchanged sentences

We have not entered into any off-balance sheet

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased

any non-financial assets.

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non-financial assets.

Contractual Obligations

As of December 31, 2024,

we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

As of December 31, 2025, we

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The Founder Shares, the ordinary

20 unchanged sentences

Recent Accounting Standards

In November 2023, the FASB

issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires the disclosure

of additional segment information.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024.

The Company adopted this guidance as of December 31, 2024.

In December 2023, the FASB

issued ASU 2023-09, Income taxes (Topic 740):

Improvements to Income Tax Disclosure (“ASU 2023-09”), which

enhances the transparency and usefulness of income tax disclosures.

ASU 2023-09 will be effective for fiscal years beginning after December

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

does not believe the adoption of ASU 2023-09 will have a material impact on our financial statements and disclosures.

Management does not believe

that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect

on our financial statements.

that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on

our financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis