Columbus Acquisition (COLA) risk factors, FY2024 10-K

Other

1. 01Initial Public Offering and Private Placement
2. 02The proceeds of $60,000,000 ($10.00 per Unit) in the aggregate from the IPO and the Private Placement were placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee
3. 03Results of Operations and Known Trends or Future Events
4. 04Liquidity and Capital Resources
5. 05Off-Balance Sheet Financing Arrangements
6. 06As of December 31, 2024, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities
7. 07In preparing these financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period
8. 08Recent Accounting Standards
9. 09Item 7A. Quantitative and Qualitative Disclosures About Market Risk
10. 10Opinion on the Financial Statements
11. 11Explanatory Paragraph – Going Concern
12. 12Liabilities and Shareholder’s Deficit
13. 13Commitments and Contingencies (Note 6)
14. 14Total Liabilities and Shareholder’s Deficit $ 200,034
15. 15Basic and diluted net loss per ordinary share $ (0.05 )
16. 16Balance – December 31, 2024 1,500,000 $ 150 $ 24,850 $ (77,094 ) $ (52,094 )
17. 17FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024
18. 18Net Cash Used in Operating Activities (74,678 )
19. 19Note 1 — Organization, Business Operation and Going Concern Consideration
20. 20Going Concern Consideration
21. 21Emerging Growth Company Status
22. 22Cash and Cash Equivalents
23. 23Concentration of Credit Risk
24. 24Net Loss Per Ordinary Share
25. 25Fair Value of Financial Instruments
26. 26Ordinary Shares Subject to Possible Redemption
27. 27Recent Accounting Pronouncements
28. 28Note 3 — Initial Public Offering
29. 29Note 4 — Private Placement
30. 30Promissory Note — Related Party
31. 31Administrative Support Services
32. 32Note 7 — Shareholder’s Deficit
33. 33Note 8 — Segment Information
34. 34Formation and operating costs $ 77,094
35. 35Note 9 — Subsequent Events
36. 36As discussed in Note 3, the holders of the Units were granted the right to separately trade the ordinary shares and the Public Rights beginning on March 17, 2025
37. 37Item 9A. Controls and Procedures
38. 38Evaluation of Disclosure Controls and Procedures
39. 39Management’s Annual Report on Internal Control over Financial Reporting
40. 40Changes in Internal Control Over Financial Reporting
41. 41Qian “Hebe” Xu 43 Independent Director
42. 42We believe Dr. Zhang is well qualified to serve on our board of directors because of his extensive experience in evaluating, structuring and negotiating complex transactions, as well as his knowledge and experience in corporate governance for public companies
43. 43We believe Mr. Johnson is qualified to serve as our director because of his management experience and expertise in business
44. 44We believe Mr. McKenzie is qualified to serve as our director because of his deep global private equity experience spanning Europe, Asia, and North America, as well as extensive participation in complex cross-border transactions
45. 45Number and Terms of Office of Officers and Directors
46. 46Committees of the Board of Directors
47. 47The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders)
48. 48(iv) duty to avoid conflicts of interest and of duty
49. 49Section 16(a) Beneficial Ownership Reporting Compliance
50. 50Item 11. Executive Compensation
51. 51of Certain Beneficial Owners and Management and Related Shareholder Matters
52. 52Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them
53. 53(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Columbus Acquisition Corp, 14 Prudential Tower, Singapore, 049712
54. 54As of December 31, 2024, there were 1,725,000Founder Shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately $0.015 per share
55. 55Administrative Services Agreement
56. 56We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy
57. 57These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
58. 58During the period from January 18, 2024 (inception) through December 31, 2024, the firm of Marcum Asia CPAs LLP (“Marcum Asia”), has acted as our independent registered public accounting firm. The following is a summary of fees paid or to be paid to Marcum Asia for services rendered
59. 59All Other Fees. We did not pay Marcum Asia for other services for the period from January 18, 2024 (inception) through December 31, 2024
60. 60Item 15. Exhibits, Financial Statement Schedules
61. 614.5 Description of Securities
62. 62104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
63. 63(Principal Executive Officer)