Columbus Acquisition Corp 2025年度报告

FORM10-K ☒ANNUAL REPORT UNDER SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Commission File Number001-42485 Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act: Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ At June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value ofthe voting and non-voting common equity held by non-affiliates was approximately $62.95 million, based on $10.1362 per share, theprice at which the ordinary shares were last sold. As of the date hereof, there were 4,494,439 ordinary shares issued and outstanding. COLUMBUS ACQUISITION CORP TABLE OF CONTENTS PART I1Item 1.Business1Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments10Item 1CCybersecurity10Item 2.Properties10Item 3.Legal Proceedings10Item 4.Mine Safety Disclosures10PART II11Item 5.Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of EquitySecurities11Item 6.Reserved11Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations12Item 7A.Quantitative and Qualitative Disclosures About Market Risk17Item 8.Financial Statements and Supplementary Data17Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure17Item 9A.Controls and Procedures17Item 9B.Other Information18Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections18PART III19Item 10.Directors, Executive Officers and Corporate Governance19Item 11.Executive Compensation27Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters28Item 13.Certain Relationships and Related Transactions, and Director Independence29Item 14.Principal Accountant Fees and Services31PART IV32Item 15.Exhibits and Financial Statement Schedules32Item 16.Form 10-K Summary33 CERTAIN TERMS References to the “Company,” “our Company,” “CAC,” “our,” “us” or “we” refer to Columbus Acquisition Corp, a blankcheck company incorporated on January 18, 2024 as a Cayman Islands exempted corporation and formed for the purpose of enteringinto a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination withone or more businesses or entities, which we refer to throughout this Annual Report on Form 10-K as our “initial businesscombinat