Form 8-K
8-K — Columbus Acquisition Corp/Cayman Islands
Accession: 0001213900-26-054549
Filed: 2026-05-11
Period: 2026-05-05
CIK: 0002028201
SIC: 6770 (BLANK CHECKS)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
8-K — ea0290068-8k425_columbus.htm (Primary)
EX-10.1 — TARGET EXTENSION PROMISSORY NOTE DATED MAY 5, 2026, ISSUED BY THE COMPANY TO WISESAT.SPACE CORP (ea029006801ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
Filename: ea0290068-8k425_columbus.htm · Sequence: 1
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Singapore
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2026-05-05
2026-05-05
0002028201
COLA:UnitsConsistingOfOneOrdinaryShare0.0001ParValueAndOneRightToAcquireOneseventhOfOneOrdinaryShareMember
2026-05-05
2026-05-05
0002028201
COLA:OrdinarySharesParValue0.0001PerShareMember
2026-05-05
2026-05-05
0002028201
COLA:RightsEachWholeRightToAcquireOneseventhOfOneOrdinaryShareMember
2026-05-05
2026-05-05
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 5, 2026
COLUMBUS ACQUISITION CORP
(Exact name of registrant as specified in its charter)
Cayman Islands
001-42485
N/A
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification Number)
14 Prudential Tower
Singapore 049712
(Address of principal executive offices)
(+1) 949 899 1827
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act.
Title of each class
Trading Symbol
Name of each exchange on which registered
Units, consisting of one ordinary share, $0.0001 par value, and one Right to acquire one-seventh of one ordinary share
COLAU
The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share
COLA
The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-seventh of one ordinary share
COLAR
The Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
The disclosures set forth
under Item 2.03 are incorporated by reference.
Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
May 5, 2026, Columbus Acquisition Corp, a Cayman Islands exempted company (the “Company”), issued an unsecured promissory
note in the aggregate principal amount of $100,000 to WISeSat.Space Corp., a British Virgin Islands business company (the “Target”)
in connection with the Target payment of an aggregate of $100,000 of the Monthly Extension Fee (as defined below) (the “Target
Extension Note”). Pursuant to the amended and restated memorandum and articles of association (the “Charter”)
of the Company, the Company initially had until January 22, 2026 to complete its initial business combination, however the Company may
extend the period of time to consummate a business combination up to January 22, 2027, each by a one-month extension, subject to the deposit
of $50,000 (the “Monthly Extension Fee”) into the trust account of the Company (the “Trust Account”).
Since January 1, 2026, the Target has deposited an aggregate of $100,000 into the Trust Account through four deposits of $25,000, representing
50% of the Monthly Extension Fee per deposit, pursuant to that certain business combination agreement dated as of November 9, 2025 (as
it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) 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”), 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”).
The Target Extension Note
bears no interest and is payable in full upon the earliest to occur of (i) the termination date of the Business Combination Agreement
in accordance with its terms other than by the Company pursuant to Section 10.1(e) thereof, (ii) the date on which the Company consummates
its initial business combination, including the proposed business combination with the Target (a “Business Combination”),
and (iii) the date that the winding up of the Company is effective (such earlier date, the “Maturity Date”).
The payee of the Target Extension
Note, the Target or its registered assigns or successors in interest (the “Payee”), has the right, but not the obligation,
to convert the outstanding unpaid obligations payable to the Payee under the Target Extension Note, in whole or in part, respectively,
into private units (the “Conversion Units”) of the Company at a price of $10.00 per unit, each consisting of one ordinary
share, par value $0.0001 per share (the “Ordinary Share”) and one right to receive one-seventh (1/7) of one Ordinary
Share upon the consummation of a Business Combination, as described in the prospectus of the Company (File No: 333-283278).
Notwithstanding the foregoing,
in the event of a valid termination of the Business Combination Agreement by the Company pursuant to Section 10.1(e) thereof, upon the
completion of a Business Combination of the Company with other targets, other than the Target or its affiliate, the Payee, at its sole
election, may choose (i) either repayment of the outstanding amount under the Target Extension Note, or (ii) to convert the outstanding
amount into common or ordinary shares of the post-closing public company in such Business Combination (“Conversion Shares”)
at a price per share equal to $5.00 (with such price to be equitably adjusted if the Ordinary Shares, par value are subject to any share
splits, share dividends, combinations, recapitalizations and the like after the date of such Target Extension Note or are not converted
into common or ordinary shares of the post-closing public company in such Business Combination on a one-for-one basis).
1
The issuance of the Target
Extension Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Target Extension
Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description
of the Target Extension Note does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of
the Target Extension Note.
Item 3.02 Unregistered Sales of Equity Securities
The information disclosed
under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The
Conversion Units (and the underlying securities) and/or the Conversion Shares, issuable upon conversion of the Target Extension Note,
as applicable, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until the completion
of a Business Combination and (2) are entitled to registration rights.
Forward-Looking Statements
This Current Report on Form
8-K contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities
laws with respect to the proposed Business Combination, including without limitation statements regarding the anticipated benefits of
the proposed Business Combination, the anticipated timing of the proposed Business Combination, the implied enterprise value, future financial
condition and performance of the combined company after the Closing and expected financial impacts of the proposed Business Combination,
the satisfaction of closing conditions to the proposed Business Combination, the level of redemptions of the Company’s public shareholders
and the products and markets and expected future performance and market opportunities of the combined company. These forward-looking statements
generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “think,” “strategy,” “future,” “opportunity,” “potential,”
“plan,” “seeks,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does
not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future
events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements
in this communication, including but not limited to: (i) the risk that the proposed Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of the Company’s securities; (ii) the risk that the proposed Business Combination
may not be completed by the Company’s business combination deadline; (iii) the failure to satisfy the conditions to the consummation
of the proposed Business Combination, including the approval of the Business Combination Agreement by the shareholders of the Company,
the satisfaction of the closing requirements and the receipt of certain governmental, regulatory and third party approvals; (iv) the occurrence
of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (v) redemptions
exceeding anticipated levels; (vi) the failure to meet Nasdaq initial listing standards in connection with the consummation of the proposed
Business Combination; (vii) the effect of the announcement or pendency of the proposed Business Combination on the Target’s business
relationships, operating results, and business generally; (viii) risks that the proposed Business Combination disrupts current plans and
operations of the Target and the Seller; (ix) the outcome of any legal proceedings that may be instituted against the Company, Pubco,
the Target or the Seller related to the Business Combination Agreement or the proposed Business Combination; (x) changes in the markets
in which the Target competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; (xi) changes
in domestic and global general economic conditions; (xii) the risk that Pubco and the Target may not be able to execute its growth strategies;
(xiii) risks related to supply chain disruptions; (xiv) the risk that Pubco may not be able to develop and maintain effective internal
controls; (xv) costs related to the proposed Business Combination and the failure to realize anticipated benefits of the proposed Business
Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholders redemptions;
(xvi) the ability to recognize the anticipated benefits of the proposed Business Combination and to achieve commercialization and development
plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of the
Target to grow and manage growth economically and hire and retain key employees; (xvii) inability to achieve successful results or to
obtain licensing of third-party intellectual property rights for future discovery and development of the Target’s projects; (xviii)
failure to commercialize products and achieve market acceptance of such products; (xix) the risk that the Target will need to raise additional
capital to execute its business plan, which may not be available on acceptable terms or at all; (xx) the risk that Pubco, post-combination,
experiences difficulties in managing its growth and expanding operations; (xxi) the risk of product liability or regulatory lawsuits or
proceedings relating to the Target’s business; (xxii) risks associated with intellectual property protection; (xxiii) the risk that
the Target is unable to secure or protect its intellectual property; and (xxiv) those factors discussed in the Company’s and Pubco’s
filings with the SEC and that will be contained in the Registration Statement relating to the proposed Business Combination.
2
The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in
the “Risk Factors” section of the Registration Statement on Form F-4 (the “Registration Statement”) and the amendments
thereto, and other documents to be filed by the Company and Pubco from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and while the Pubco and the Company may elect to update these forward-looking statements at some point in the future, they
assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by applicable law. None of Pubco, the Seller, the Target or the Company gives any assurance that Pubco, the Seller,
the Target or the Company will achieve expectations. These forward-looking statements should not be relied upon as representing Pubco’s,
the Company’s, the Seller’s or the Target’s assessments as of any date subsequent to the date of this Current Report.
Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information About the Proposed Business
Combination and Where to Find It
In connection with the
Business Combination Agreement and the Business Combination, Pubco intends to file relevant materials with the SEC, including the Registration
Statement, which will include a proxy statement of the Company and a prospectus for the registration of Pubco securities in connection
with the Business Combination.
THE PARTIES URGE THEIR INVESTORS,
SHAREHOLDERS, AND OTHER INTERESTED PERSONS TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND DEFINITIVE PROXY STATEMENT/PROSPECTUS,
IN EACH CASE WHEN FILED WITH THE SEC AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY, PUBCO, THE SELLER AND THE PROPOSED BUSINESS COMBINATION. After the registration statement is declared effective by
the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of the Company as of
the record date in the future to be established for voting on the Business Combination and will contain important information about the
Business Combination and related matters. Shareholders of the Company and other interested persons are advised to read, when available,
these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the Company’s
solicitation of proxies for the meeting of shareholders to be held to approve, among other things, the Business Combination, because they
will contain important information about the Company, Pubco, the Seller and the Business Combination. Shareholders and other interested
persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and
other relevant materials in connection with the Business Combination, without charge, once available, at the SEC’s website at www.sec.gov
or by directing a request to: Columbus Acquisition Corp, 14 Prudential Tower, Singapore 049712, telephone: +1 949 899 1827. The information
contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K in each case is not incorporated
by reference into, and is not a part of, this Current Report on Form 8-K.
3
Participants in the Solicitation
The Company, Pubco, the Seller,
and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants
in the solicitation of proxies of the Company’s shareholders in connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests in the Business Combination of the directors and officers
of the Company, Pubco and the Seller in the Registration Statement to be filed with the SEC by Pubco, which will include the proxy statement
of the Company for the Business Combination. Information about the Company’s directors and executive officers is also available
in the Company’s filings with the SEC.
Non-Solicitation
This Current Report on Form
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption
therefrom.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
Description of Exhibits
10.1
Target Extension Promissory Note dated May 5, 2026, issued by the Company to WISeSat.Space Corp.
104
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Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Columbus Acquisition Corp
By:
/s/
Fen Zhang
Name:
Fen Zhang
Title:
Chief Executive Officer
Date: May 11, 2026
5
EX-10.1 — TARGET EXTENSION PROMISSORY NOTE DATED MAY 5, 2026, ISSUED BY THE COMPANY TO WISESAT.SPACE CORP
EX-10.1
Filename: ea029006801ex10-1.htm · Sequence: 2
Exhibit 10.1
THIS
PROMISSORY NOTE (THIS
“NOTE”) AND THE SECURITIES ISSUABLE
UPON CONVERSION OF THIS NOTE PURSUANT TO THE TERMS HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY
BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR MAKER, IS
AVAILABLE.
CONVERTIBLE PROMISSORY NOTE
Principal Amount: $100,000
Dated as of May 5, 2026
Columbus Acquisition
Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of WISeSat.Space
Corp., a British Virgin Islands business company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of One Hundred Thousand U.S. Dollars ($100,000) (the “Principal Amount”) in lawful
money of the United States of America, on the terms and conditions described below. Except to the extent that the obligations under this
Note are converted into Conversion Units (as defined below) in accordance with Section 2(a) below or
Conversion Shares (as defined below) in accordance with Section 2(b) below, all payments on this Note
shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as Payee
may from time to time designate by written notice in accordance with the provisions of this Note. Reference is hereby made to that certain
Business Combination Agreement, dated as of November 9, 2025 (as may be amended in accordance with the terms thereof, the “BCA”),
by and among Maker, the Payee, WISeKey International Holding Ltd., a Swiss company (together with its successors, the “Seller”),
and the other parties named therein. This Note is a “Company Note” under the BCA and reflects the terms of the four (4) loans
made by the Payee to Maker prior to the date hereof in an aggregate amount equal to the Principal Amount pursuant to Section 8.19(a) of
the BCA for fifty percent (50%) of a total of four (4) Extension Payments (as defined in the BCA).
1. Repayment
of Principal. The principal balance of this Note shall be payable by the Maker on the earliest to occur of (i) the date on which the
BCA is terminated in accordance with its terms other than by Maker pursuant to Section 10.1(e) thereof, (ii) the date on which Maker consummates
its initial business combination (as described in the IPO Prospectus (as defined below), including pursuant to the BCA (the “Business
Combination”), and (iii) the date that the winding up of Maker is effective (such earlier date, the “Maturity
Date”). The principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual,
including any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the
Maker hereunder. Notwithstanding anything to the contrary contained herein, Maker and Payee agree that in the event that the transactions
contemplated by the BCA are consummated, this Note will be deemed to be automatically assigned to by the Payee to the Seller immediately
prior to the consummation of the transactions contemplated by the BCA and the Seller will have all rights of the Payee under this Note,
including the right to receive payment of Maker’s obligations hereunder (whether in cash or by delivery of Conversion Units).
2. Conversion.
(a) Notwithstanding
anything to the contrary contained in this Note, at any time at or prior to the consummation of the Business Combination, Payee
shall have the right to convert all or any portion of the outstanding unpaid obligations owed to Payee under this Note into
securities of Maker equivalent to the CAC Private Units (as such term is defined in the BCA) that were issued by the Maker in the
private placement that was consummated in connection with Maker’s initial public offering (the
“IPO”) (together with any replacement securities issued by the successor public company to Maker in the
Business Combination, “Conversion Units”) at a price of $10.00 per Conversion Unit.
(b) Notwithstanding
anything to the contrary contained herein, Maker and the Payee agree that in the event of a valid termination of the BCA by Maker
pursuant to Section 10.1(e) thereof, the obligations under this Note will be satisfied by Maker upon the consummation of a Business
Combination with a person or entity other than the Payee or its affiliates by either, at the sole election of Maker, (i) repayment
in cash in accordance with the terms of this Note or (ii) conversion into common or ordinary shares of the post-closing public
company in such Business Combination (“Conversion Shares”) at a price per share equal to Five U.S. Dollars
($5.00) (with such price to be equitably adjusted if Maker’s ordinary shares, par value $0.0001 per share, are subject to any
share splits, share dividends, combinations, recapitalizations and the like after the date of this Note or are not converted into
common or ordinary shares of the post-closing public company in such Business Combination on a one-for-one basis).
(c) Upon any complete or partial
conversion of the outstanding obligations under this Note in accordance with this Section 2, (i) the amount of such obligations
shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver
this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units or Conversion
shares, as applicable, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding,
if any, after any such conversion, and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction
of Payee, deliver to Payee or its designees the Conversion Units or Conversion Shares, as applicable, which shall bear such legends as
are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities
laws.
3. Interest. No interest shall accrue on the unpaid principal balance of this Note.
4. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within three (3) business days of
the Maturity Date.
(b) Other
Maker Breach. The material breach by Maker of any of its covenants or agreements set forth in this Note (other than as described in
Section 4(a) above) which is not cured within ten (10) business days after receipt by Maker of written
notice of such material breach from the Payee.
(c) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator, restructuring officer (or other similar official) of Maker or for any substantial part of its property, or the making by
it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing.
(d) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator, restructuring officer (or similar official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty
(60) consecutive days.
2
5. Remedies. In each case subject to
the provisions of Section 10 of this Note:
(a) Upon
the occurrence of an Event of Default specified in Section 4(a) or 4(b) hereof, Payee may, by written
notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon
the occurrence of an Event of Default specified in Section 4(c) or 4(d) hereof,
the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become
due and payable, in all cases without any action on the part of Payee.
(c) Upon
the occurrence of an Event of Default, Maker hereby agrees to pay for all reasonable out-of-pocket costs of collection and any other enforcement
of this Note, including reasonable out-of-pocket attorneys’ fees and reasonable expenses and court costs.
6. Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment, and Maker agrees that any real estate that
may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such
writ in whole or in part in any order desired by Payee.
7. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall
not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee,
and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without
notice to Maker or affecting Maker’s liability hereunder.
8. Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by
reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or
certified mail, in each case to the applicable party at the address set forth underneath such party’s signature on the signature
page hereto (or at such other address for a party as shall be specified by like notice).
9. Governing Law; Jurisdiction;
WAIVER OF JURY TRIAL.
This Note shall be governed by and interpreted and enforced in accordance with the laws of the State of New York, without regard to the
conflicts of laws rules thereof. Any legal suit, action or proceeding arising out of or relating to this Note shall be instituted exclusively
in the state or federal courts sitting in or otherwise serving New York, County, New York (or in any appellate courts thereof) (the “Specified
Courts”). The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue of
any such suit, action or proceeding, and (ii) irrevocably consent to the jurisdiction of the Specified Courts in any such suit, action
or proceeding. The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit,
action or proceeding in any Specified Court and agree that service of process upon a party mailed by certified mail to such party’s
address in accordance with Section 8 above shall be deemed in every respect effective service of process upon such party in any
such suit, action or proceeding. Each party agrees that a final judgement in any legal suit, action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by applicable law. EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS NOTE
OR ANY OBLIGATIONS HEREUNDER.
3
10. Trust Waiver. Payee understands that,
as described in the final prospectus of Maker, dated as of January 22, 2025, and filed with the U.S. Securities and Exchange Commission
on January 24, 2025 (File Nos. 333- 283278) (the “IPO Prospectus”), Maker has established a trust account (the
“Trust Account”) containing the proceeds of the IPO and the overallotment securities acquired by its underwriters
and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for
the benefit of Maker’s public shareholders (including overallotment shares acquired by Maker’s underwriters, the “Public
Shareholders”), and that Maker may disburse monies from the Trust Account only in the circumstances described in the IPO
Prospectus. For and in consideration of Maker entering into this Note, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Payee hereby agrees on behalf of itself and its subsidiaries that, notwithstanding anything
to the contrary in this Note, neither Payee nor any of its subsidiaries do now or shall at any time hereafter have any right, title,
interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom to Public Shareholders (“Public
Distributions”), or make any claim against the Trust Account or Public Distributions, with respect to any claim based upon,
arising out of or in connection with this Note or Maker’s obligations hereunder, and regardless of whether such claim arises based
on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Payee
on behalf of itself and its subsidiaries hereby irrevocably waives any Released Claims that Payee or any of its subsidiaries may have
against the Trust Account or Public Distributions now or in the future and will not seek recourse against the Trust Account or Public
Distributions for any Released Claims. Payee agrees and acknowledges that such irrevocable waiver is material to this Note and specifically
relied upon by Maker and its affiliates to induce Maker to enter into this Note, and Payee further intends and understands such waiver
to be valid, binding and enforceable against Payee and each of its subsidiaries under applicable law. The provisions of this Section
10 shall survive any termination or satisfaction of this Note and be in addition to, and not in limitation of, any releases of any
claims provided by Payee pursuant to any other agreement between Payee and the Maker.
11. Miscellaneous. This Note constitutes
the entire agreement between the parties with respect to the subject matter hereof and referenced herein, and supersedes and terminates
any prior agreements between the parties or their respective affiliates (written or oral) with respect to the subject matter hereof.
This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on
the part of a party hereto but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment,
waiver, extension, change, discharge or termination is sought. No failure or delay by a party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. Any provision contained in this Note which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. Except as set forth in Section 1, no assignment or transfer of this Note or any rights
or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the
other party hereto and any attempted assignment without the required consent shall be null and void ab initio. Subject to the foregoing,
this Note shall inure to the benefit of and be binding upon the successors and permitted assigns of Maker and Payee. Other than the Seller,
who is an express third party beneficiary of this Note and shall be able to enforce the terms hereof against Maker as if it were an original
party hereto, nothing contained in this Note shall create any rights in, or be deemed to have been executed for the benefit of, any person
that is not a party hereto or a successor or permitted assign of such a party. The headings set forth in this Note are for convenience
of reference only and shall not be used in interpreting this Note. In this Note, unless the context otherwise requires: (i) any pronoun
used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed
in each case to be followed by the words “without limitation”; (iii) the words “herein”, “hereto”
and “hereby” and other words of similar import shall be deemed in each case to refer to this Note as a whole and not to any
particular portion of this Note; and (iv) a “business day” shall any day other than a Saturday or a Sunday or a day on which
commercial banks are authorized or required to close in New York County, New York. This Note was prepared jointly by the parties and
no rule that it be construed against the drafter will have any application in its construction or interpretation. This Note may be executed
in multiple counterparts, including by facsimile, pdf or other electronic document transmission, each of which shall be deemed an original
and all of which together shall constitute one and the same instrument.
{Remainder of page intentionally
left blank; signature page follows}
4
IN WITNESS WHEREOF, Maker, intending to be
legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
Columbus Acquisition Corp.
By: /s/ Fen Zhang
Name:
Fen Zhang
Title:
Chief Executive Officer
Address for Notice:
with a copy (which will not constitute notice) to:
Columbus Acquisition Corp
14 Prudential Tower
Singapore 049712
Attn: Fen “Eric” Zhang, CEO
Telephone No.: (949)
899-1827
Email: eric.zhang@hercules.global
Loeb and Loeb LLP
345 Park Ave
New York, NY 10154
Attn: Ted Paraskevas
Telephone No: (212) 407-4971
Email: tparaskevas@loeb.com
Acknowledged and agreed as of the date first set forth
above:
WISeSat.Space Corp.
By:
/s/ Carlos Moreira
Name:
Carlos Moreira
Title:
Chief Executive Officer
By:
/s/ John O’Hara
Name:
John O’Hara
Title:
Chief Financial Officer
Address for Notice:
with a copy (which will not constitute notice) to:
WISeSat.Space Corp.
General-Guisan-Strasse 6
CH-6300 Zug Switzerland
Attn: David Briffod
Telephone No.: +41 78 323 9913
Email:
dbriffod@wisekey.com
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York
10105, U.S.A.
Attn: Barry I. Grossman, Esq. Matthew A. Gray, Esq.
Telephone
No.: (212) 370-1300
Email: bigrossman@egsllp.com;
@egsllp.com
{Signature Page to Company Note}
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