Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Columbus Acquisition Corp/Cayman Islands (Name of Issuer) |
Ordinary Share, par value $0.0001 per share (Title of Class of Securities) |
G2295P107 (CUSIP Number) |
Fen Zhang CEO 14 Prudential Tower,, Singapore, U0, 049712 19498991827 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G2295P107 |
| 1 |
Name of reporting person
Hercules Capital Management VII Corp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,698,290.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) It includes (i) 234,290 ordinary shares, par value $0.0001 per share of the Issuer (the "Ordinary Shares") that Hercules Capital Management VII Corp (the "Sponsor") acquired in a private placement simultaneously with the consummation of the initial public offering on January 24, 2025, and (ii) 1,464,000Ordinary Shares that the Sponsor acquired on March 21, 2024.(2) The Sponsor is the record holder of the shares reported herein. Dr. Fen Zhang is the sole director of the Sponsor. As such, Dr. Zhang is deemed to hold voting and dispositive control over the securities held directly by the Sponsor.
SCHEDULE 13D
|
| CUSIP No. | G2295P107 |
| 1 |
Name of reporting person
Fen Zhang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,698,290.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(3) Dr. Fen Zhang is the sole director of the Sponsor. As such, Dr. Zhang is deemed to hold voting and dispositive control over the securities held directly by the Sponsor.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Share, par value $0.0001 per share |
| (b) | Name of Issuer:
Columbus Acquisition Corp/Cayman Islands |
| (c) | Address of Issuer's Principal Executive Offices:
89 NEXUS WAY, CAMANA BAY, GRAND CAYMAN, CAYMAN ISLANDS,
KENTUCKY
, 1-9009. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by Hercules Capital Management VII Corp, a British Virgin Islands company (the "Sponsor") and Dr. Fen Zhang ("Dr. Zhang", together with the Sponsor, the "Reporting Persons"). The Reporting Persons are the holders of record of approximately 21.4% of the Issuer's outstanding Ordinary Shares based on the number of Ordinary Shares outstanding as of March 10, 2025. |
| (b) | The principal business address of the Sponsor is 14 Prudential Tower, Singapore, 049712. The principal business address of Dr. Fen Zhang is c/o Columbus Acquisition Corp, 14 Prudential Tower, Singapore, 049712. |
| (c) | The Sponsor is the sponsor of the Issuer and primarily involved in investment. Dr. Zhang is the sole director of the Sponsor. |
| (d) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. |
| (f) | The Sponsor is a company incorporated in British Virgin Islands. The citizenship of Dr. Zhang is Canada. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
Pursuant to a subscription agreement dated March 21, 2024, as further amended on July 25, 2024 and December 20, 2024 (the "Subscription Agreement"), the Sponsor acquired 1,725,000 Ordinary Shares for an aggregated purchase price of $25,000, including 225,000 Ordinary Shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. Immediately prior to the closing of the initial public offering of the Issuer (the "IPO"), the Sponsor transferred 36,000 Ordinary Shares to certain directors of the Issuer at its original purchase price pursuant to a securities transfer agreement among the Sponsor, the Issuer and certain directors of the Issuer. On January 24, 2025, simultaneously with the initial public offering of the Issuer, the Sponsor acquired 234,290 units at $10.00 per unit, each unit consisting of one Ordinary Share and one right. Each right entitles the holder to acquire one-seventh of one Ordinary Share at the competion of an initial business combination of the Issuer.On March 10, 2025, the Sponsor forfeited 225,000 Ordinary Shares pursuant the Subscription Agreement for no consideration, as the underwriters of the IPO did not exercise the over-allotment option within 45-days from the effective date of the Issuer's Registration Statement on Form S-1 (File No. 333-283278), which was declared effective on January 22, 2025.Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional Ordinary Shares or engage in discussions with the Issuer concerning future acquisitions of its shares. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise.Except as set forth in this Item 4, the Reporting Persons have no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. The Reporting Persons may, at any time and from time to time, formulates other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of Ordinary Shares beneficially or directly owned by the Reporting Persons is based upon a total of 7,944,290 Ordinary Shares outstanding as of March 10, 2025 (excluding 225,000 Ordinary Shares forfeited by the Sponsor as described herein). The Reporting Persons beneficially own 1,698,290 Ordinary Shares, representing approximately 21.4% issued and outstanding Ordinary Shares. |
| (b) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Persons is 1,698,290 Ordinary Shares, representing approximately 21.4% issued and outstanding Ordinary Shares. |
| (c) | Other than the disposition of the shares as reported in this Schedule 13D, no actions in the Ordinary Shares were effected during the past sixty (60) days by the Reporting Persons. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section:7.1 - Joint Filling Agreement, dated March 11, 202510.1 - Securities Transfer Agreement dated November 8, 2024, as amended on December 20, 2024, by and among the Issuer, the Sponsor and certain directors of the Issuer10.2 - Private Placement Units Purchase Agreement dated January 22, 2025, between the Sponsor and the Issuer. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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