WISeKey, Columbus Acquisition execute agreement to list WISeSAT.Space

WISeKey International (WKEY) and Columbus Acquisition (COLA) entered into a definitive Business Combination Agreement, dated as of November 9, for a business combination of Columbus and WISeKey’s wholly owned subsidiary, WISeSat.Space, resulting in a public company listed on the Nasdaq Stock Exchange to be named WISeSat.Space Holdings. Upon closing, pursuant to the terms of the Business Combination Agreement, WISeKey will receive 25.0 million shares in Pubco at $10 per share and retain majority ownership. The transaction is currently expected to close in the first half of 2026. WISeSat, through its subsidiary WISeSat.Space AG, provides a next-generation satellite platform, developed by WISeKey and WISeSat, designed to deliver secure, cost-effective, and globally accessible IoT connectivity. Leveraging post-quantum cryptographic chips of SEALSQ Corp (LAES), WISeSat satellites are equipped with advanced encryption, authentication, and identity management systems, including WISeKey’s Root of Trust and WISeID. These satellites enable real-time, quantum-resilient communication for industries such as logistics, agriculture, energy, and defense. With support for Hedera distributed ledger technology, WISeSat technology is designed to ensure data integrity and transparency across its decentralized network. The constellation is part of a broader initiative to safeguard digital communications against emerging quantum threats while enabling scalable, autonomous IoT infrastructure from space. WISeSat and its partners have launched 22 satellites in orbit with 14 of these currently operational as part of its Low Earth Orbit constellation. WISeSat is actively expanding this network and is aiming to deploy a total of 100 satellites by 2030. These satellites are designed to provide secure, post-quantum IoT connectivity for industries such as agriculture, logistics, defense, and environmental monitoring. In November 2025, WISeSat is set to launch its next-generation post-quantum-secure satellite, which is equipped with SEALSQ’s Quantum Shield technology, aboard a SpaceX Falcon 9 rocket from the Vandenberg Space Force Base in California. This satellite will serve as a testbed for post-quantum communication protocols from space, a pivotal step in developing quantum-resilient satellite-based IoT connectivity via satellite infrastructure. The mission underscores WISeSat’s commitment to pioneering secure, sovereign, and sustainable space communications that can withstand the cybersecurity challenges posed by quantum computing. Pursuant to the proposed Business Combination Agreement, each of Columbus, and WISeKey’s wholly owned subsidiary, WISeSat, will become wholly owned subsidiaries of Pubco, a newly formed British Virgin Islands holding company expected to be listed on Nasdaq. In the business combination, all shares of WISeSat will be exchanged for the right to receive shares of Pubco. As a result, upon closing, WISeKey will receive 25.0 million ordinary shares of Pubco, which, at an implied value of $10.00 per share, would have a $250 million equity valuation, before fees and expenses. At the closing of the business combination, each outstanding share of Columbus that has not been redeemed by its public shareholders in accordance with its organizational documents will convert into one share of Pubco, and every 7 Columbus rights will be eligible to convert into one share of Pubco. In connection with the business combination, WISeKey and SEALSQ are expected to make investments resulting in no less than $10.0 million in cash to WISeSat. The Business Combination Agreement contemplates that WISeKey may, at its election, distribute immediately after the closing of the business combination up to 10% of the Pubco shares that it receives to its shareholders. At the closing of the business combination, any cash remaining in Columbus’s trust account after paying redeeming public shareholders of Columbus, along with any cash provided by WISeKey or SEALSQ, after payment of transactions fees and expenses and other liabilities of Columbus, will be contributed to Pubco to support ongoing operations and planned commercialization efforts. The Business Combination Agreement and related transactions have been unanimously approved by the boards of directors of WISeKey, WISeSat and Columbus, and are subject to approval by the shareholders of Columbus and other customary closing conditions. WISeKey, as the sole holder of WISeSat shares, has also approved the Business Combination Agreement and related transactions.