WISeSat.Space to go public through Columbus Acquisition combination pact

WISeKey (WKEY) and Columbus Acquisition (COLA) announced that they have 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, a British Virgin Islands holding company that wholly-owns WISeKey’s operating subsidiary WISeSat.Space AG, resulting in a public company listed on the Nasdaq Stock Exchange to be named WISeSat.Space. Upon closing, pursuant to the terms of the business combination agreement, WISeKey will receive 25M shares in Pubco at $10 per share and retain majority ownership. The transaction is currently expected to close in the first half of 2026. 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 25M ordinary shares of Pubco, which, at an implied value of $10.00 per share, would have a $250M 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 seven Columbus rights will be eligible to convert into one share of Pubco. In connection with the business combination, WISeKey and Sealsq (LAES) are expected to make investments resulting in no less than $10M 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.