Columbus Acquisition Corp issues $50,000 in extension notes as SPAC merger deadline approaches

A blank-check company extended its window to close a merger by depositing $50,000 into a protected escrow account, then issued two zero-interest promissory notes to acknowledge each party's share of that cost. The escrow account, called a trust account in SPAC filings, holds investor funds until a deal closes or shareholders vote to take their money back. Columbus Acquisition Corp (Nasdaq: COLA), a Singapore-based special-purpose acquisition company, disclosed both notes in an 8-K filed August 4, 2026.

How the extension mechanics work

Columbus had a hard deadline of June 22, 2026 to complete its initial business combination. Its charter allows month-by-month extensions up to January 22, 2027, with each monthly extension requiring a $50,000 deposit into the trust account. Around June 22, that deposit was made, moving the deadline one month to July 22, 2026. Half came from Hercules Capital Management VII Corp, a British Virgin Islands company serving as the deal's sponsor. The other $25,000 came from WISeSat.Space Corp., also incorporated in the British Virgin Islands, which is the target company in Columbus's proposed merger.

The promissory notes issued July 29

On July 29, 2026, Columbus formalized the debt with two unsecured promissory notes, each for $25,000. Neither carries interest. The Sponsor Extension Note, issued to Hercules, becomes due when Columbus either closes a business combination or winds down operations. The Target Extension Note, issued to WISeSat.Space Corp., carries a slightly different trigger: it also becomes due upon termination of the business combination agreement, except when Columbus itself terminates under Section 10.1(e) of that agreement.

Both noteholders have the right to convert what they are owed into private units of Columbus at $10.00 per unit. Each unit consists of one ordinary share at $0.0001 par value and one right to receive one-seventh of one ordinary share upon deal close.

Deal context and a conversion wrinkle

Columbus signed its business combination agreement with WISeSat.Space Corp. on November 9, 2025. The broader structure involves WISeSat.Space Holdings Corp. as the intended post-merger public company, a merger subsidiary called WISeSat Merger Sub Corp., and WISeKey International Holding Ltd., a Swiss company acting as the seller.

One condition applies only to the Target Extension Note. If Columbus terminates the WISeSat deal under Section 10.1(e) and later closes a different merger entirely, WISeSat.Space Corp. can choose either full repayment of the $25,000 or conversion into shares of the new post-closing company at $5.00 per share, half the standard $10.00 unit conversion price. Columbus issued both notes under the Section 4(a)(2) registration exemption of the Securities Act of 1933. The company's ordinary shares trade on Nasdaq under the ticker COLA.