WISeSat.Space Holdings Corp.

WISeSat.Space Holdings Corp. operates in the secure satellite infrastructure and space-based services industry, with a mission to develop secure satellite infrastructure and related space-based services capable of supporting sovereign, defense, critical-infrastructure and other security-sensitive applications from low Earth orbit (LEO) ¹. The company combines satellite connectivity, secure communications, digital identity and quantum-resilient security technologies into a secure orbital infrastructure platform ². Historically, the company's proposition centered on secure satellite-enabled internet of things (IoT) and device-to-device (D2D) connectivity for remote and difficult-to-serve environments ³. From the end of 2025 and through the first quarter of 2026, the company diversified its offerings to support SEALSQ Corp.'s Quantum Spatial Orbital Cloud (QSOC) initiative and evolved its positioning toward a broader role as a secure orbital infrastructure layer for sovereign, defense, critical-infrastructure and other high-trust applications ⁴. The WISeSat program has been active since 2022 through WISeKey group initiatives and partner-operated missions, and WISeSat.Space AG was incorporated in February 2023 ⁵. The next stage of development is expected to involve larger and more capable satellite platforms, including 6U-class satellites, intended to offer greater payload flexibility, longer mission endurance and broader application potential ⁶. The company does not currently manufacture satellites internally and expects to rely on third-party satellite manufacturers, launch service providers and other industrial partners for future deployment ⁷. As of the date of the report, the company is in negotiations with FOSSA and may pursue other arrangements with qualified satellite and launch partners ⁸. The company does not currently have a definitive material contract with any manufacturer for the production of additional satellites ⁹.

The company's primary strategic relationship is with SEALSQ Corp., a subsidiary of WISeKey International Holding Ltd. (which following its redomiciliation on October 1, 2026 from Switzerland to the British Virgin Islands changed its name to WISeQey Corp.), or WISeKey ¹⁰. SEALSQ focuses on semiconductors, public key infrastructure (PKI), and post-quantum technology products ¹¹. Under the contemplated QSOC model, SEALSQ is expected to own and operate the QSOC program and provide the quantum, quantum-resilient, and cybersecurity capabilities associated with that program ¹². The company's expected role is to provide satellite capacity and associated ground-segment infrastructure owned or otherwise controlled by it, and to make capacity available to SEALSQ and other customers ¹³. As currently contemplated, SEALSQ's commercial model with the company is based on an anticipated right of use for capacity in an initial group of twelve satellites expected to support SEALSQ's QSOC initiative ¹⁴. Under this structure, the company would retain legal ownership or primary interest and operational control of the relevant satellites, including the related space and ground-segment infrastructure, and would remain responsible for operating the constellation and providing the associated infrastructure services ¹⁵. Subject to the terms of the anticipated right of use, the company would also retain the ability to sell satellite capacity and related services to other customers ¹⁶. SEALSQ would not acquire ownership of the satellites, but would secure dedicated capacity to support the development and delivery of selected QSOC-related services using its quantum, post-quantum, secure semiconductor and trusted identity technologies ¹⁷. The company's objective is to build a secure and scalable European-rooted space-infrastructure platform capable of addressing both sovereign and commercial use cases, while maintaining a strong emphasis on cybersecurity, resilience, trusted identity and Swiss-rooted governance ¹⁸. WISeKey's investment in FOSSA Systems S.L. (FOSSA) in 2021 helped establish the initial technical and operational foundations of the company's activities ¹⁹.

The company generates revenue from funded research, engineering and related services in the space and satellite technology field ²⁰. Revenue is generally recognized at a point in time upon customer acceptance of a deliverable or achievement of a contractual milestone, or over time where the underlying arrangement is satisfied over a defined service period ²¹. The company operates as a single operating and reportable segment: space and satellite technology services ²². The company's Chief Operating Decision Maker, who is also its Chief Executive Officer, regularly reviews information related to the single operating segment for purposes of allocating resources and assessing budgets and performance ²³. The company recorded no revenue during the six months ended June 30, 2026 ²⁴. During the six months ended June 30, 2025, 100% of the company's revenue was derived from counterparties associated with the Swiss Government and its related agencies and consisted of two engineering contract customers: RUAG, a defense-related entity owned by the Swiss Confederation, which accounted for USD 125,953 of revenue, and armasuisse, the Swiss Confederation's procurement agency for defense and security, which accounted for USD 27,772 of revenue ²⁵. For the year ended December 31, 2025, revenue consisted of USD 125,953 from a RUAG-funded engineering project and USD 70,811 from Armasuisse-funded research projects ²⁶. For the year ended December 31, 2024, revenue consisted of USD 57,397 from Armasuisse-funded research projects ²⁷. The company had no contract assets, deferred revenue or contract liabilities as of June 30, 2026 or December 31, 2025 ²⁸.

The company's satellite infrastructure is expected to be deployed in successive generations, each potentially incorporating enhanced capabilities, including improved security, increased payload flexibility, broader coverage, improved ground-segment integration and more advanced on-board processing and security features ²⁹. This evolutionary approach is intended to allow the company to integrate technological advancements while progressively expanding operational capability ³⁰. The company's prepaid expenses primarily include satellite-related costs and launch-related costs and other amounts paid in advance ³¹. Satellite- and launch-related costs are classified as prepaid expenses until the related launch services are performed or the related benefit is otherwise consumed ³². As of June 30, 2026, prepaid expenses were USD 1,332,665, consisting of USD 828,149 in non-current satellite costs (2027+) and USD 504,516 in current prepaid expenses, of which USD 502,664 related to satellite costs (2026) and USD 1,853 related to other prepaid expenses ³³. FOSSA satellite-related prepayments are amortized over 48 months once the company has received confirmation of successful launch and early orbit phase (LEOP) completion for the relevant satellite ³⁴. Astrocast satellites right-of-use prepayment is amortized over 18 months ³⁵. During the six months ended June 30, 2026 and 2025, the company recognized USD 286,993 and USD 37,378, respectively, of amortization related to FOSSA and Astrocast satellite prepayments ³⁶. No impairment losses were recognized during the six months ended June 30, 2026 or 2025 ³⁷. The company had no capitalised property, plant and equipment as of June 30, 2026 and December 31, 2025 ³⁸.

During the six months ended June 30, 2026, WISeSat Iberica subscribed for 18,052 Series B1A shares of FOSSA Systems, S.L. for an aggregate consideration of EUR 1,087,633, representing approximately 2.72% of FOSSA's outstanding shares following Closing ³⁹. The investment is accounted for under ASC 321 using the measurement alternative and had a carrying amount of USD 1,242,034 as of June 30, 2026 ⁴⁰. The company identified no impairment indicators or observable price changes in identical or similar FOSSA securities requiring an adjustment through June 30, 2026 ⁴¹. WISeSat has no contractual right under the shareholders' agreement to appoint a FOSSA director or board observer ⁴². On March 18, 2026, WISeKey announced that the company and SEALSQ intend to collaborate on SEALSQ's Quantum Spatial Orbital Cloud (QSOC) roadmap, under which SEALSQ is expected to obtain a right of use over capacity in an initial tranche of 12 satellites expected to be launched over a two-year period beginning in 2027 ⁴³. On April 13, 2026, WISeKey announced the completion of the pilot phase of the strategic partnership among the company, SEALSQ and the Space Command of the Swiss Armed Forces ⁴⁴. During H1 2026, the company also continued to develop relationships with potential satellite manufacturers and launch service providers, including Kaynes Space and Latitude, to prepare for the scale-up of its next-generation satellites ⁴⁵. The definitive agreements governing the QSOC right-of-use arrangement, and any agreements for the manufacture or launch of the related satellites, have not yet been finalized ⁴⁶.

On October 1, 2026, WISeSat.Space Holdings Corp. consummated the previously announced business combination with Columbus Acquisition Corp (CAC) ⁴⁷. At the Closing, an aggregate of 13,002,600 Pubco Ordinary Shares and an aggregate of 12,997,400 Pubco Class F Shares were issued as Exchange Shares ⁴⁸. Pursuant to the Business Combination Agreement, the Company Notes are payable at the Closing to the Sellers which were makers of such notes, who may elect to receive either cash or additional Pubco Ordinary Shares in satisfaction of the Company Notes ⁴⁹. These Sellers elected to receive an aggregate of 128,571 Pubco Ordinary Shares in full satisfaction of the Company Notes, of which 118,017 were allocated to WISeKey and 10,554 were allocated to SEALSQ Corp ⁵⁰. An aggregate of 109,028 CAC Ordinary Shares were forfeited at the Closing, in satisfaction of the Excess Amount as defined in the Business Combination Agreement, which resulted from the CAC Expenses set forth in the final closing statement exceeding the CAC Expense Cap by a total of $609,424 ⁵¹. At the Closing, an aggregate of 2,760,817 CAC Ordinary Shares (including those converted from CAC Rights) were exchanged for 2,760,817 Pubco Ordinary Shares ⁵². On October 1, 2026, Pubco consummated the PIPE Investment simultaneously with the Closing, issuing an aggregate of 926,784 Pubco Ordinary Shares to SEALSQ, at a purchase price per share of $10.79, for aggregate gross proceeds of $10 million ⁵³. The Subscription Agreement includes a price-protection mechanism that may result in the issuance of additional Pubco Ordinary Shares to SEALSQ under certain conditions if the volume-weighted average price of Pubco Ordinary Shares for the 10 consecutive trading days ending on the 60th calendar day after Closing is below the purchase price, subject to a maximum issuance of an additional 1,073,216 shares ⁵⁴. As a result of the foregoing transactions, there were 16,818,772 Pubco Ordinary Shares and 12,997,400 Pubco Class F Shares outstanding as of October 1, 2026 ⁵⁵. On October 2, 2026, Pubco Ordinary Shares commenced trading on The Nasdaq Stock Market LLC (Nasdaq) under the symbol SAIQ ⁵⁶.

For the six months ended June 30, 2026, revenue was nil compared with $153,725 for the six months ended June 30, 2025, a decrease of $153,725, or 100% ⁵⁷. The revenue-generating work under the pilot program arrangements was completed in 2025, and the company did not enter into any new revenue-generating contracts during H1 2026 ⁵⁸. Total operating expenses increased by $1,861,298, or 178%, to $2,908,298 for the six months ended June 30, 2026 from $1,047,000 for the six months ended June 30, 2025 ⁵⁹. The increase primarily reflected higher professional-service costs, WISeSat-specific people costs and satellite-related utilization-right expenses ⁶⁰. Professional-service costs increased by $1,018,539, direct people costs by $468,253 and satellite-related utilization-right expenses by $249,615 ⁶¹. Net loss was $2,896,156 for the six months ended June 30, 2026 compared with $818,403 for the six months ended June 30, 2025, an increase of $2,077,753, or 254% ⁶². For the year ended December 31, 2025, revenue increased to $196,764, or 242.8%, from $57,397 for the year ended December 31, 2024 ⁶³. Net loss was $3,237,546 for the year ended December 31, 2025 compared with $359,618 for the year ended December 31, 2024, an increase of $2,877,928, or 800% ⁶⁴. As of June 30, 2026 and December 31, 2025, the company had cash and cash equivalents of $7,187,735 and $9,647,816, respectively ⁶⁵. As of June 30, 2026 and December 31, 2025, indebtedness to related parties was $6,152,494 and $4,518,692, respectively ⁶⁶. The company has incurred operating losses since inception and expects that it may continue to incur losses while developing its business and operations ⁶⁷.

The company's current focus is on establishing the technical and operational capabilities required for its infrastructure business, with the first launches of the new satellites currently expected in 2027 ⁶⁸. The company does not expect to generate significant revenue from the QSOC initiative before the first of these satellites is deployed, and there can be no assurance as to the timing or amount of any future revenue ⁶⁹. The definitive agreements governing the QSOC right-of-use arrangement, and any agreements for the manufacture or launch of the related satellites, have not yet been finalized ⁷⁰. The company's ability to deploy additional satellites will depend on its ability to enter into definitive agreements on acceptable terms, obtain financing, secure launch capacity, satisfy regulatory requirements and successfully integrate and operate the relevant satellites ⁷¹.

The company's primary growth vector is its strategic evolution toward secure orbital infrastructure and support of SEALSQ's Quantum Spatial Orbital Cloud (QSOC) initiative ⁷². Under the contemplated QSOC model, SEALSQ is expected to obtain a right of use over capacity in an initial tranche of 12 satellites expected to be launched over a two-year period beginning in 2027 ⁷³. The company's expected role is to provide satellite capacity and associated ground-segment infrastructure owned or otherwise controlled by it, and to make capacity available to SEALSQ and other customers ⁷⁴. Under this structure, the company would retain legal ownership or primary interest and operational control of the relevant satellites, including the related space and ground-segment infrastructure, and would remain responsible for operating the constellation and providing the associated infrastructure services ⁷⁵. Subject to the terms of the anticipated right of use, the company would also retain the ability to sell satellite capacity and related services to other customers ⁷⁶. SEALSQ would not acquire ownership of the satellites, but would secure dedicated capacity to support the development and delivery of selected QSOC-related services using its quantum, post-quantum, secure semiconductor and trusted identity technologies ⁷⁷.

The next stage of the company's development is expected to involve larger and more capable satellite platforms, including 6U-class satellites ⁷⁸. These next-generation platforms are intended to offer greater payload flexibility and capabilities, longer mission endurance and broader application potential for secure communications and other sovereign space-infrastructure uses ⁷⁹. The company's planned satellite infrastructure is expected to be deployed in successive generations, each potentially incorporating enhanced capabilities, including improved security, increased payload flexibility, broader coverage, improved ground-segment integration and more advanced on-board processing and security features ⁸⁰. This evolutionary approach is intended to allow the company to integrate technological advancements while progressively expanding operational capability ⁸¹. The company does not currently manufacture satellites internally and expects to rely on third-party satellite manufacturers, launch service providers and other industrial partners for future deployment of its planned constellation and related satellite infrastructure ⁸². As of the date of the report, the company is in negotiations with FOSSA and may pursue other arrangements with qualified satellite and launch partners for the supply, launch, commissioning, operation and handover of additional satellites and related ground-segment capabilities ⁸³. The company does not currently have a definitive material contract with any manufacturer for the production of additional satellites ⁸⁴. During H1 2026, the company also continued to develop relationships with potential satellite manufacturers and launch service providers, including Kaynes Space and Latitude, to prepare for the scale-up of its next-generation satellites ⁸⁵.

The company's operating expenses have increased significantly as it invests in its satellite infrastructure business. For the six months ended June 30, 2026, total operating expenses increased by $1,861,298, or 178%, to $2,908,298 from $1,047,000 for the six months ended June 30, 2025 ⁸⁶. Research and development expenses increased by $432,849, or 169%, to $688,993 for the six months ended June 30, 2026 compared with $256,144 for the six months ended June 30, 2025 ⁸⁷. Satellite-related utilization-right expenses, which are directly attributable to R&D, increased by $249,615, from $37,378 to $286,993 ⁸⁸. The remaining increase of $183,234 was primarily attributable to higher direct personnel costs of employees engaged in research and development, which increased by $175,523, from $216,894 to $392,417, reflecting increased headcount and resources allocated to the WISeSat satellite program ⁸⁹. Selling and marketing expenses increased by $82,262, or 15%, to $629,759 for the six months ended June 30, 2026 compared with $547,497 for the six months ended June 30, 2025 ⁹⁰. General and administrative expenses increased by $1,346,186, or 553%, to $1,589,545 for the six months ended June 30, 2026 compared with $243,359 for the six months ended June 30, 2025 ⁹¹. The increase primarily reflected higher professional-service costs, including costs incurred in connection with the proposed Nasdaq listing and related corporate transactions ⁹². Professional-service costs increased by $1,018,539, from $25,803 to $1,044,342 ⁹³.

The company's principal source of liquidity has been capital contributions from related parties and initial sales to customers ⁹⁴. The company's principal uses of cash are for the research and development of its products, as well as satellite-related costs, ground segments and associated space-related plant and equipment ⁹⁵. The company's future capital requirements will depend on many factors, including the successful generation of future revenues and its ability to raise capital either through bank financing or equity capital markets ⁹⁶. In addition, the company expects to incur additional costs as a result of operating as a public company ⁹⁷. In the event that additional financing is required from outside sources, the company cannot be sure that any additional financing will be available on acceptable terms if at all ⁹⁸. If the company is unable to raise additional capital when desired, its business, operating results, and financial condition could be adversely affected ⁹⁹. The company has historically relied on financing and support from WISeKey group entities to fund its operations ¹⁰⁰. The USD 10,000,000 equity contribution received from SEALSQ in November 2025 continued to fund the company's operations during the six months ended June 30, 2026 ¹⁰¹. Management has evaluated whether conditions and events raise substantial doubt about the company's ability to continue as a going concern for a period of one year from the date the financial statements are issued ¹⁰². Based on the company's cash position, positive working capital as of June 30, 2026, and Management's expectation that related-party financial support will continue to be available as needed, Management concluded that the going concern basis of presentation is appropriate ¹⁰³. Such support has historically been provided by WISeKey group entities; however, unless otherwise agreed in writing, future support remains subject to the relevant related party's approval at the time such support is required ¹⁰⁴.

The company has not adopted a dividend policy with respect to future dividends and does not have any present plan to pay any cash dividends on Pubco Ordinary Shares or Pubco Class F Shares in the foreseeable future ¹⁰⁵. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of Pubco ¹⁰⁶. The payment of any cash dividends will be within the discretion of the Board ¹⁰⁷. It is currently not expected that the Board will declare any dividends in the foreseeable future ¹⁰⁸. Further, the ability of Pubco to declare dividends may be limited by the terms of financing or other agreements entered into by Pubco or its subsidiaries from time to time ¹⁰⁹. The company has adopted a new equity incentive plan (the Pubco Equity Plan) at the Closing ¹¹⁰. The company has also adopted an employee share purchase program (the ESPP) at the Closing ¹¹¹.

The company faces significant headwinds and constraints to its growth plan. The definitive agreements governing the QSOC right-of-use arrangement, and any agreements for the manufacture or launch of the related satellites, have not yet been finalized ¹¹². The company does not currently have a definitive material contract with any manufacturer for the production of additional satellites ¹¹³. The company's ability to deploy additional satellites will depend on its ability to enter into definitive agreements on acceptable terms, obtain financing, secure launch capacity, satisfy regulatory requirements and successfully integrate and operate the relevant satellites ¹¹⁴. The company does not expect to generate significant revenue from the QSOC initiative before the first of these satellites is deployed, and there can be no assurance as to the timing or amount of any future revenue ¹¹⁵. The company has incurred operating losses since inception and expects that it may continue to incur losses while developing its business and operations ¹¹⁶. For the six months ended June 30, 2026 and 2025, the company incurred operating losses of USD 2,908,298 and USD 893,275, respectively ¹¹⁷. The company's future capital requirements will depend on many factors, including the successful generation of future revenues and its ability to raise capital either through bank financing or equity capital markets ¹¹⁸. In the event that additional financing is required from outside sources, the company cannot be sure that any additional financing will be available on acceptable terms if at all ¹¹⁹.

The company's operations are subject to risks related to its reliance on related parties. The company has historically relied on financing and support from WISeKey group entities to fund its operations ¹²⁰. As of June 30, 2026 and December 31, 2025, indebtedness to related parties was USD 6,152,494 and USD 4,518,692, respectively, and consisted of amounts due to WISeKey International Holding AG, primarily relating to financing support, recharged management services and shared corporate costs ¹²¹. These related-party balances are non-interest-bearing and do not have stated maturity dates ¹²². There are currently no formal loan agreements, stated interest terms or repayment schedules in place with WISeKey International Holding AG ¹²³. The balances are classified as non-current because Management does not expect settlement to be required within twelve months from the balance sheet date, based on the historical funding pattern within the WISeKey group and Management's current expectations regarding the company's financing plan ¹²⁴. Management's conclusion that the going concern basis of presentation is appropriate is based in part on the expectation that related-party financial support will continue to be available as needed; however, unless otherwise agreed in writing, future support remains subject to the relevant related party's approval at the time such support is required ¹²⁵.

The company faces material risks specific to its business model and current situation. The company has incurred operating losses since inception and expects that it may continue to incur losses while developing its business and operations ¹²⁶. For the six months ended June 30, 2026 and 2025, the company incurred operating losses of USD 2,908,298 and USD 893,275, respectively ¹²⁷. The company has historically relied on financing and support from WISeKey group entities to fund its operations ¹²⁸. As of June 30, 2026 and December 31, 2025, indebtedness to related parties was USD 6,152,494 and USD 4,518,692, respectively ¹²⁹. These related-party balances are non-interest-bearing and do not have stated maturity dates, and there are currently no formal loan agreements, stated interest terms or repayment schedules in place with WISeKey International Holding AG ¹³⁰. Management's conclusion that the going concern basis of presentation is appropriate is based in part on the expectation that related-party financial support will continue to be available as needed; however, unless otherwise agreed in writing, future support remains subject to the relevant related party's approval at the time such support is required ¹³¹. The definitive agreements governing the QSOC right-of-use arrangement, and any agreements for the manufacture or launch of the related satellites, have not yet been finalized ¹³². The company does not currently have a definitive material contract with any manufacturer for the production of additional satellites ¹³³. The company's ability to deploy additional satellites will depend on its ability to enter into definitive agreements on acceptable terms, obtain financing, secure launch capacity, satisfy regulatory requirements and successfully integrate and operate the relevant satellites ¹³⁴. The company does not expect to generate significant revenue from the QSOC initiative before the first of these satellites is deployed, and there can be no assurance as to the timing or amount of any future revenue ¹³⁵. The company's future capital requirements will depend on many factors, including the successful generation of future revenues and its ability to raise capital either through bank financing or equity capital markets ¹³⁶. In the event that additional financing is required from outside sources, the company cannot be sure that any additional financing will be available on acceptable terms if at all ¹³⁷.

Management's message to shareholders emphasizes the company's strategic evolution from a secure satellite-enabled IoT and D2D connectivity provider toward a broader role as a secure orbital infrastructure layer for sovereign, defense, critical-infrastructure and other high-trust applications ¹³⁸. The company's mission is to develop secure satellite infrastructure and related space-based services capable of supporting sovereign, defense, critical-infrastructure and other security-sensitive applications from low Earth orbit (LEO) ¹³⁹. Management highlights the company's alignment with SEALSQ's post-quantum semiconductor and security stack and the development of SEALSQ's QSOC roadmap ¹⁴⁰. Under the contemplated QSOC model, SEALSQ is expected to obtain a right of use over capacity in an initial tranche of 12 satellites expected to be launched over a two-year period beginning in 2027 ¹⁴¹. The company's expected role is to provide satellite capacity and associated ground-segment infrastructure owned or otherwise controlled by it, and to make capacity available to SEALSQ and other customers ¹⁴². Management's strategic priorities for the period ahead include: first, establishing the technical and operational capabilities required for the infrastructure business, with the first launches of the new satellites currently expected in 2027 ¹⁴³; second, finalizing the definitive agreements governing the QSOC right-of-use arrangement and any agreements for the manufacture or launch of the related satellites ¹⁴⁴; and third, continuing to develop relationships with potential satellite manufacturers and launch service providers, including Kaynes Space and Latitude, to prepare for the scale-up of its next-generation satellites ¹⁴⁵. Management notes that the company does not expect to generate significant revenue from the QSOC initiative before the first of these satellites is deployed, and there can be no assurance as to the timing or amount of any future revenue ¹⁴⁶. The company's overarching objective is to accelerate the adoption of space-based, secure, post-quantum communications, supporting mission-critical, sovereign, and industrial applications worldwide ¹⁴⁷.