Columbus Acquisition (COLA) risk factors, FY2025 10-K

Columbus Acquisition's FY2025 10-K, filed Mar 19, 2026, lists 76 risk factors. Against the prior year's 63: 24 new, 11 dropped, 30 substantially reworded.

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Risk factors listed
760 groups
New this year
24vs 63 last year
Dropped
11since the prior 10-K
Substantially reworded
30of those kept
Section length
26k wordsItem 1A

What the changes say

  • Columbus Acquisition Corp focuses on completing a business combination, managing extension fees, and handling unit conversions and share exchanges.

What changed since the prior 10-K

New

  • New

    Share Exchange Consideration

    Pubco will issue exchange shares valued at $250,000,000 plus transaction financing to the seller, with Class F shares entitling holders to 49.9% of the total vote.

  • New

    Treatment of CAC Securities; Merger Consideration

    CAC units will separate into ordinary shares and rights, which convert into ordinary shares and eventually into Pubco ordinary shares at the effective time.

  • New

    January 2026 Extension Meeting

    Shareholders approved extensions to complete a business combination up to twelve times by one month, requiring a $50,000 monthly extension fee deposited into the trust account.

  • New

    (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements

    Internal control over financial reporting may fail to prevent or detect errors, and the company lacks an independent auditor attestation due to emerging growth company status.

  • New

    As of December 31, 2025, there were no extension fees

    The sponsor and target deposited a total of $100,000 in monthly extension fees into the trust account as of the annual report date.

  • New

    Preference shares, $ 0.0001 par value, 10,000,000 shares authorized, none issued and outstanding — —

    The company authorized 10,000,000 preference shares and 490,000,000 ordinary shares, with specific figures reported for issued shares and shareholders' equity.

  • New

    Total Liabilities, Shares Subject to Possible Redemption, and Shareholders’ Equity (Deficit) $ 62,721,049 $ 200,034

    Total liabilities, shares subject to possible redemption, and shareholders' equity amounted to $62,721,049 as of December 31, 2025.

  • New

    Loss from operations ( 946,512 ) ( 77,094 )

    The company reported general and administrative expenses of $946,512 and interest earned on the demand deposit in the trust account of $2,231,602 for 2025.

  • New

    Basic and diluted net income (loss) per share, non-redeemable ordinary shares $ 0.17 $ ( 0.05 )

    Basic and diluted net income per share was $0.17 for non-redeemable ordinary shares for the year ended December 31, 2025.

  • New

    Net income (loss) $ 1,285,090 $ ( 77,094 )

    Net income of $1,285,090 was adjusted for stock-based compensation of $61,478 in operating cash flows.

  • New

    Interest earned on demand deposit in Trust Account ( 2,231,602 ) —

    Interest earned on the demand deposit in the trust account was $2,231,602, alongside changes in prepaid expenses and accounts payable.

  • New

    Net Cash Used in Investing Activities ( 60,000,000 ) —

    Net cash used in investing activities was $60,000,000, while financing activities provided $61,066,688 from public and private unit sales.

  • New

    Cash, End of Year $ 483,756 $ —

  • New

    In connection with the votes to approve the Charter Amendment Proposal, 3,449,851 Ordinary Shares of the Company were rendered for redemption, and approximately $ 35.82 million was released from the Trust Account to pay such redeeming shareholders

  • New

    Demand Deposit in Trust Account

  • New

    Offering Costs Associated with the IPO

  • New

    The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the rights is contingent upon the occurrence of future events

  • New

    Allocation of net income (loss) $ 957,848 $ 327,243 $ — $ ( 77,094 )

  • New

    The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature

  • New

    Allocation of offering costs related to redeemable shares — ( 1,538,521 )

  • New

    tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized

  • New

    The Company had granted the underwriter a 45 -day option from January 22, 2025, the effective date of the registration statement in connection with the IPO, to purchase up to an additional 900,000 Units to cover over-allotments, if any; which expired unexercised on March 10, 2025

  • New

    Note 7 — Shareholders’ Equity

  • New

    Interest earned on demand deposit Trust Account $ 2,231,602 $ —

Dropped

  • Dropped

    Recent Accounting Standards

  • Dropped

    Liabilities and Shareholder’s Deficit

  • Dropped

    Commitments and Contingencies (Note 6)

  • Dropped

    Total Liabilities and Shareholder’s Deficit $ 200,034

  • Dropped

    FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

  • Dropped

    Fair Value of Financial Instruments

  • Dropped

    Recent Accounting Pronouncements

  • Dropped

    Note 7 — Shareholder’s Deficit

    Adoption of FASB ASU 2023-07 regarding segment reporting disclosures.

  • Dropped

    Formation and operating costs $ 77,094

  • Dropped

    As 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

  • Dropped

    Unless 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

Reworded

  • 100% rewritten

    Net Cash Used in Operating Activities ( 582,932 ) ( 74,678 )

    Updated cash flow disclosures from 2024 promissory note issuances to reflect the 2025 purchase of $60,000,000 in investments held in the trust account.

    Was: Net Cash Used in Operating Activities (74,678 )

  • 99% rewritten

    Management’s Annual Report on Internal Control over Financial Reporting

    Replaced the transitional exemption disclosure for newly public companies with full management attestations on internal controls over financial reporting under Sarbanes-Oxley Section 404.

  • 95% rewritten

    Note 9 — Subsequent Events

    Updated subsequent events to include the January 16, 2026 extraordinary general meeting approving charter amendments for monthly extension options up to January 22, 2027.

  • 94% rewritten

    Net income (loss) Per Ordinary Share

    Expanded earnings per share methodology to account for two distinct share classes, separating redeemable and non-redeemable ordinary shares under FASB ASC 260.

    Was: Net Loss Per Ordinary Share

  • 80% rewritten

    Liquidity and Capital Resources

    Updated liquidity and capital resources from a working capital deficit of $252,128 in 2024 to a positive working capital of $179,238 and $483,756 in cash for 2025.

  • 75% rewritten

    The 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

    Retained the $60,000,000 trust account placement description while updating the sponsor's post-forfeiture shareholdings to 1,698,290 ordinary shares.

  • 72% rewritten

    of Certain Beneficial Owners and Management and Related Shareholder Matters

    Updated beneficial ownership disclosures to reflect 4,494,439 ordinary shares outstanding and named specific holders including Fen Eric Zhang.

  • 70% rewritten

    Basic and diluted net income (loss) per ordinary share $ 0.17 $ 0.17 $ — $ ( 0.05 )

    Updated the statement of changes in deficit comparative figures to reflect the retroactive restatement of founder shares.

    Was: Basic and diluted net loss per ordinary share $ (0.05 )

  • 67% rewritten

    (Principal Executive Officer)

  • 66% rewritten

    Administrative Support Services

  • 65% rewritten

    Ordinary Shares Subject to Possible Redemption

  • 65% rewritten

    Cash and Cash Equivalents

  • 63% rewritten

    Concentration of Credit Risk

  • 61% rewritten

    Note 1 — Organization, Business Operation and Going Concern Consideration

  • 57% rewritten

    Explanatory Paragraph – Going Concern

  • 53% rewritten

    (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

  • 52% rewritten

    Item 7A. Quantitative and Qualitative Disclosures About Market Risk

  • 44% rewritten

    Going Concern Consideration

  • 43% rewritten

    Balance – December 31, 2024 1,500,000 $ 150 $ 24,850 $ ( 77,094 ) $ ( 52,094 )

  • 42% rewritten

    4.5* Description of Securities

  • 42% rewritten

    Opinion on the Financial Statements

  • 37% rewritten

    Note 4 — Private Placement

  • 35% rewritten

    Item 15. Exhibits, Financial Statement Schedules

  • 32% rewritten

    Administrative Services Agreement

  • 30% rewritten

    In 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

  • 28% rewritten

    As of December 31, 2025, there were 1,725,000Founder Shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately $0.015 per share

    Was: As 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

  • 26% rewritten

    Results of Operations and Known Trends or Future Events

  • 26% rewritten

    Note 8 — Segment Information

  • 22% rewritten

    Changes in Internal Control Over Financial Reporting

  • 20% rewritten

    During the period from January 18, 2024 (inception) through December 31, 2025, 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

    Was: During 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

All 76 risk factors

Headings as the filing states them, in filing order.

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 trustee75% rewritten
  3. 03Share Exchange ConsiderationNew
  4. 04Treatment of CAC Securities; Merger ConsiderationNew
  5. 05January 2026 Extension MeetingNew
  6. 06Results of Operations and Known Trends or Future Events26% rewritten
  7. 07Liquidity and Capital Resources80% rewritten
  8. 08Off-Balance Sheet Financing Arrangements
  9. 09As of December 31, 2025, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities
  10. 10In 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 period30% rewritten
  11. 11Item 7A. Quantitative and Qualitative Disclosures About Market Risk52% rewritten
  12. 12Item 9A. Controls and Procedures
  13. 13Evaluation of Disclosure Controls and Procedures
  14. 14Management’s Annual Report on Internal Control over Financial Reporting99% rewritten
  15. 15(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statementsNew
  16. 16Changes in Internal Control Over Financial Reporting22% rewritten
  17. 17Qian “Hebe” Xu 44 Independent Director
  18. 18We 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
  19. 19We believe Mr. Johnson is qualified to serve as our director because of his management experience and expertise in business
  20. 20We 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
  21. 21Number and Terms of Office of Officers and Directors
  22. 22Committees of the Board of Directors
  23. 23The 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)
  24. 24(iv) duty to avoid conflicts of interest and of duty
  25. 25Section 16(a) Beneficial Ownership Reporting Compliance
  26. 26Item 11. Executive Compensation
  27. 27of Certain Beneficial Owners and Management and Related Shareholder Matters72% rewritten
  28. 28(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, 04971253% rewritten
  29. 29As of December 31, 2025, there were 1,725,000Founder Shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately $0.015 per share28% rewritten
  30. 30As of December 31, 2025, there were no extension feesNew
  31. 31Administrative Services Agreement32% rewritten
  32. 32We 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
  33. 33These 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
  34. 34During the period from January 18, 2024 (inception) through December 31, 2025, 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 rendered20% rewritten
  35. 35All Other Fees . We did not pay Marcum Asia for other services for the year ended December 31, 2025 and for the period from January 18, 2024 (inception) through December 31, 2024
  36. 36Item 15. Exhibits, Financial Statement Schedules35% rewritten
  37. 374.5* Description of Securities42% rewritten
  38. 38104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  39. 39(Principal Executive Officer)67% rewritten
  40. 40Opinion on the Financial Statements42% rewritten
  41. 41Explanatory Paragraph – Going Concern57% rewritten
  42. 42Preference shares, $ 0.0001 par value, 10,000,000 shares authorized, none issued and outstanding — —New
  43. 43Total Liabilities, Shares Subject to Possible Redemption, and Shareholders’ Equity (Deficit) $ 62,721,049 $ 200,034New
  44. 44Loss from operations ( 946,512 ) ( 77,094 )New
  45. 45Basic and diluted net income (loss) per share, non-redeemable ordinary shares $ 0.17 $ ( 0.05 )New
  46. 46Balance – December 31, 2024 1,500,000 $ 150 $ 24,850 $ ( 77,094 ) $ ( 52,094 )43% rewritten
  47. 47Net income (loss) $ 1,285,090 $ ( 77,094 )New
  48. 48Interest earned on demand deposit in Trust Account ( 2,231,602 ) —New
  49. 49Net Cash Used in Operating Activities ( 582,932 ) ( 74,678 )100% rewritten
  50. 50Net Cash Used in Investing Activities ( 60,000,000 ) —New
  51. 51Cash, End of Year $ 483,756 $ —New
  52. 52Note 1 — Organization, Business Operation and Going Concern Consideration61% rewritten
  53. 53In connection with the votes to approve the Charter Amendment Proposal, 3,449,851 Ordinary Shares of the Company were rendered for redemption, and approximately $ 35.82 million was released from the Trust Account to pay such redeeming shareholdersNew
  54. 54Going Concern Consideration44% rewritten
  55. 55Emerging Growth Company Status
  56. 56Cash and Cash Equivalents65% rewritten
  57. 57Concentration of Credit Risk63% rewritten
  58. 58Demand Deposit in Trust AccountNew
  59. 59Offering Costs Associated with the IPONew
  60. 60Net income (loss) Per Ordinary Share94% rewritten
  61. 61The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the rights is contingent upon the occurrence of future eventsNew
  62. 62Allocation of net income (loss) $ 957,848 $ 327,243 $ — $ ( 77,094 )New
  63. 63Basic and diluted net income (loss) per ordinary share $ 0.17 $ 0.17 $ — $ ( 0.05 )70% rewritten
  64. 64The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term natureNew
  65. 65Ordinary Shares Subject to Possible Redemption65% rewritten
  66. 66Allocation of offering costs related to redeemable shares — ( 1,538,521 )New
  67. 67tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realizedNew
  68. 68Note 3 — Initial Public Offering
  69. 69Note 4 — Private Placement37% rewritten
  70. 70Promissory Note — Related Party
  71. 71Administrative Support Services66% rewritten
  72. 72The Company had granted the underwriter a 45 -day option from January 22, 2025, the effective date of the registration statement in connection with the IPO, to purchase up to an additional 900,000 Units to cover over-allotments, if any; which expired unexercised on March 10, 2025New
  73. 73Note 7 — Shareholders’ EquityNew
  74. 74Note 8 — Segment Information26% rewritten
  75. 75Interest earned on demand deposit Trust Account $ 2,231,602 $ —New
  76. 76Note 9 — Subsequent Events95% rewritten

Other Columbus Acquisition 10-Ks

  • FY2024 10-K risk factors
    63 risks

    The company completed its IPO raising $60 million on January 24, 2025. It currently has no operating revenues, a working capital deficit of $252,128 as of December 31, 2024, and is actively seeking a target business combination.

    Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.