Statistiques de base
| CIK | 1847440 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Coliseum Acquisition Corp.
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| February 14, 2025 |
MITA / Coliseum Acquisition Corp. / Vivaldi Asset Management, LLC - JOINT FILING STATEMENT Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40514 Coliseum Acquisition Corp. (Exact name of registrant as specified |
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| December 31, 2024 |
EXHIBIT 99.1 Rain Enhancement Technologies Announces Completion of Business Combination with Coliseum Acquisition Corp., Establishing Publicly Listed Provider of Rainfall Generation Technology · Combination accelerates Rain Enhancement Technologies, Inc. (“RET” or the “Company”)’s aim to develop, manufacture and commercialize ionization rainfall generation technology to provide additional rainfall |
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| December 31, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 30, 2024 |
Filed by Coliseum Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283425 Subject Company: Rain Enhancement Technologies Holdco, Inc. (Commission File No.: 333-283425) Date: December 30, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CUR |
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| December 27, 2024 |
Filed by Rain Enhancement Technologies Holdco, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283425 Subject Company: Coliseum Acquisition Corp. (Commission File No.: 001-40514) Date: December 26, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURR |
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| December 27, 2024 |
Filed by Rain Enhancement Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283425 Subject Company: Coliseum Acquisition Corp. (Commission File No.: 001-40514) Date: December 26, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REP |
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| December 26, 2024 |
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 24, 2024, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms containe |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 26, 2024 |
Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF COLISEUM ACQUISITION CORP. The Extension Amendment RESOLVED, as a special resolution, THAT: The text of Article 36.2 of the Amended and Restated Memorandum of Association and Articles of Association of the Company be deleted in its entirety and replaced by the following: (a) The Company has |
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| December 26, 2024 |
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 24, 2024, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms containe |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 26, 2024 |
Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF COLISEUM ACQUISITION CORP. The Extension Amendment RESOLVED, as a special resolution, THAT: The text of Article 36.2 of the Amended and Restated Memorandum of Association and Articles of Association of the Company be deleted in its entirety and replaced by the following: (a) The Company has |
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| December 20, 2024 |
Filed by Rain Enhancement Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283425 Subject Company: Coliseum Acquisition Corp. (Commission File No.: 001-40514) Date: December 19, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REP |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| December 20, 2024 |
Filed by Rain Enhancement Technologies Holdco, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283425 Subject Company: Coliseum Acquisition Corp. (Commission File No.: 001-40514) Date: December 19, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURR |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 18, 2024 |
Filed by Rain Enhancement Technologies Holdco, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283425 Subject Company: Coliseum Acquisition Corp. (Commission File No.: 001-40514) Date: December 17, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURR |
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| December 18, 2024 |
Exhibit 10.1 LETTER AGREEMENT December 17, 2024 Rain Enhancement Technologies Holdco, Inc. 21 Pleasant Street, Suite 237 Newburyport, MA 01950 Coliseum Acquisition Corp. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 Re: Private Placement Warrants Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being entered into (i) in connection with the proposed business co |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 18, 2024 |
Exhibit 99.1 Coliseum Acquisition Corp. Reminds Shareholders to Vote in Connection with Business Combination and Extension Business combination vote scheduled for December 23, 2024 at 9:00 am ET; Coliseum will also hold extension vote if additional time is necessary to complete the business combination Shareholders who wish to redeem in connection with both redemption events must submit redemption |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| December 18, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 18, 2024 |
Exhibit 99.1 Coliseum Acquisition Corp. Reminds Shareholders to Vote in Connection with Business Combination and Extension Business combination vote scheduled for December 23, 2024 at 9:00 am ET; Coliseum will also hold extension vote if additional time is necessary to complete the business combination Shareholders who wish to redeem in connection with both redemption events must submit redemption |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| December 18, 2024 |
Filed by Rain Enhancement Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283425 Subject Company: Coliseum Acquisition Corp. (Commission File No.: 001-40514) Date: December 17, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REP |
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| December 18, 2024 |
Exhibit 10.1 LETTER AGREEMENT December 17, 2024 Rain Enhancement Technologies Holdco, Inc. 21 Pleasant Street, Suite 237 Newburyport, MA 01950 Coliseum Acquisition Corp. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 Re: Private Placement Warrants Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being entered into (i) in connection with the proposed business co |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| December 10, 2024 |
Filed by Rain Enhancement Technologies Holdco, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283425 Subject Company: Coliseum Acquisition Corp. (Commission File No.: 001-40514) Date: December 10, 2024 Coliseum Acquisition Corp. and Rain Enhancement Technologies, Inc. Announce Effective |
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| December 10, 2024 |
Exhibit 99.1 Coliseum Acquisition Corp. and Rain Enhancement Technologies, Inc. Announce Effectiveness of Registration Statement for Proposed Business Combination Extraordinary General Meeting of Coliseum Shareholders Scheduled for December 23, 2024 NEW YORK, NY and NAPLES, FL—December 10, 2024 (BUSINESS WIRE)—Coliseum Acquisition Corp. (“Coliseum”) (Nasdaq: MITA, MITAU, MITAW), a publicly traded |
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| December 10, 2024 |
Filed by Rain Enhancement Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283425 Subject Company: Coliseum Acquisition Corp. (Commission File No.: 001-40514) Date: December 10, 2024 Coliseum Acquisition Corp. and Rain Enhancement Technologies, Inc. Announce Effectiveness of |
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| December 10, 2024 |
Exhibit 99.1 Coliseum Acquisition Corp. and Rain Enhancement Technologies, Inc. Announce Effectiveness of Registration Statement for Proposed Business Combination Extraordinary General Meeting of Coliseum Shareholders Scheduled for December 23, 2024 NEW YORK, NY and NAPLES, FL—December 10, 2024 (BUSINESS WIRE)—Coliseum Acquisition Corp. (“Coliseum”) (Nasdaq: MITA, MITAU, MITAW), a publicly traded |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 10, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant: ☒ Filed by a Party other than the Registrant: ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rul |
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| December 10, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| December 5, 2024 |
SC 13G 1 mita120524.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Coliseum Acquisition Corp A (Name of Issuer) Class A (Title of Class of Securities) G2263T123 (CUSIP Number) December 02, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| November 26, 2024 |
425 1 tm2429625d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jur |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| November 14, 2024 |
MITA / Coliseum Acquisition Corp. / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteoramita093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Coliseum Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G2263T123 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Sta |
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| November 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-405 |
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| November 13, 2024 |
SC 13G 1 karpus-sch13g18886.htm KARPUS INVESTMENT MGT / COLISEUM ACQUISITION CORP - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Coliseum Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) G2263T123 (CUSIP Number) September 30, 2024 (Date of Event Which Require |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) ( |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) ( |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) ( |
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| October 4, 2024 |
MITA / Coliseum Acquisition Corp. / Walleye Capital LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| September 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| September 26, 2024 |
Amendment to the Amended and Restated Memorandum and Articles of Association Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF COLISEUM ACQUISITION CORP. The Extension Amendment Proposal RESOLVED, as a special resolution, THAT: The text of Article 36.2 of the Amended and Restated Memorandum of Association and Articles of Association of the Company be deleted in its entirety and replaced by the following: (a) The Comp |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| September 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| September 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| August 23, 2024 |
Exhibit 2.1 Execution Copy AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of August 22, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”), Rainwater Merger Sub 1, Inc., a Caym |
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| August 23, 2024 |
Filed by Rain Enhancement Technologies Holdco, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Coliseum Acquisition Corp. Commission File No.: 001-40514 Date: August 22, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 |
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| August 23, 2024 |
Exhibit 10.1 Execution Copy AMENDMENT TO LETTER AGREEMENT This Amendment to the Letter Agreement (this “Amendment”) is made and entered into as of August 22, 2024, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Harry L. You (the “Sponsor Affiliate”), and, solely for the purpose of Section 1(b) hereof, Rain Enhancement Technologies Holdco, Inc. (“Ho |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (C |
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| August 23, 2024 |
Exhibit 10.1 Execution Copy AMENDMENT TO LETTER AGREEMENT This Amendment to the Letter Agreement (this “Amendment”) is made and entered into as of August 22, 2024, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Harry L. You (the “Sponsor Affiliate”), and, solely for the purpose of Section 1(b) hereof, Rain Enhancement Technologies Holdco, Inc. (“Ho |
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| August 23, 2024 |
Exhibit 2.1 Execution Copy AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of August 22, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”), Rainwater Merger Sub 1, Inc., a Caym |
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| August 23, 2024 |
Exhibit 10.1 Execution Copy AMENDMENT TO LETTER AGREEMENT This Amendment to the Letter Agreement (this “Amendment”) is made and entered into as of August 22, 2024, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Harry L. You (the “Sponsor Affiliate”), and, solely for the purpose of Section 1(b) hereof, Rain Enhancement Technologies Holdco, Inc. (“Ho |
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| August 23, 2024 |
Exhibit 2.1 Execution Copy AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of August 22, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”), Rainwater Merger Sub 1, Inc., a Caym |
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| August 23, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (C |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (C |
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| August 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40514 Co |
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| July 5, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 5, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Comm |
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| June 28, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Com |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Com |
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| June 26, 2024 |
Exhibit 10.2 COMPANY SUPPORT AGREEMENT This Company Support Agreement (this “Agreement”) is dated as of June 25, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“SPAC”), the persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Rain Enhancement Technologies, Inc., a Delaware corporation (the “Company” |
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| June 26, 2024 |
Exhibit 99.1 Rain Enhancement Technologies – Innovator in Rainfall Generation Technology – to Become Publicly Traded through a Business Combination with Coliseum Acquisition Corp. · Rain Enhancement Technologies, Inc. (“RET”) has entered into a business combination agreement with Coliseum Acquisition Corp.; once the business combination is completed, it is intended that the combined company will b |
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| June 26, 2024 |
Form of Warrant Assignment, Assumption and Amendment Agreement. Exhibit 10.3 WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among COLISEUM ACQUISITION CORP., RAIN ENHANCEMENT TECHNOLOGIES HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [] THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [] and effective as of the effective time of the SPAC Merger (as defined below), is made by and among Coliseum |
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| June 26, 2024 |
Form of Registration Rights Agreement. Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the “Company”), Coliseum Acquisition Sponsor LLC, a Cayman Islands exempted company (the “Previous Sponsor”), Berto LLC, a Delaware limited liability company (the “ |
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| June 26, 2024 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is dated as of June 25, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Coliseum Acquisition Sponsor LLC, a Cayman Islands exempted company (the “Previous Sponsor”), Berto LLC, a Delaware limited liability company (the “New Sponsor”), and Harry You, an affiliate of th |
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| June 26, 2024 |
Filed by Rain Enhancement Technologies Holdco, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Coliseum Acquisition Corp. Commission File No.: 001-40514 Date: June 26, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR |
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| June 26, 2024 |
Exhibit 10.4 LOCK-UP AGREEMENT This Lock-Up Agreement (this “Agreement”) is dated as of [●], 2024, by and among Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”), the shareholders of Holdco listed on the signature pages hereto under the heading “Securityholders”, each officer and director of Holdco, the Company (as defined below) and SPAC (as defined below) and the |
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| June 26, 2024 |
Exhibit 99.1 Rain Enhancement Technologies – Innovator in Rainfall Generation Technology – to Become Publicly Traded through a Business Combination with Coliseum Acquisition Corp. · Rain Enhancement Technologies, Inc. (“RET”) has entered into a business combination agreement with Coliseum Acquisition Corp.; once the business combination is completed, it is intended that the combined company will b |
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| June 26, 2024 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is dated as of June 25, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Coliseum Acquisition Sponsor LLC, a Cayman Islands exempted company (the “Previous Sponsor”), Berto LLC, a Delaware limited liability company (the “New Sponsor”), and Harry You, an affiliate of th |
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| June 26, 2024 |
Exhibit 10.2 COMPANY SUPPORT AGREEMENT This Company Support Agreement (this “Agreement”) is dated as of June 25, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“SPAC”), the persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Rain Enhancement Technologies, Inc., a Delaware corporation (the “Company” |
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| June 26, 2024 |
Exhibit 10.4 LOCK-UP AGREEMENT This Lock-Up Agreement (this “Agreement”) is dated as of [●], 2024, by and among Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”), the shareholders of Holdco listed on the signature pages hereto under the heading “Securityholders”, each officer and director of Holdco, the Company (as defined below) and SPAC (as defined below) and the |
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| June 26, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among Coliseum Acquisition Corp., RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC., rainwater MERGER SUB 1, INC., RAINWATER MERGER SUB 2, InC. AND Rain Enhancement Technologies, Inc. Dated as of June 25, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS; INTERPRETATION 8 Section 1.1 Defined Terms 8 Section 1.2 Further Definitions 17 AR |
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| June 26, 2024 |
Form of Warrant Assignment, Assumption and Amendment Agreement. Exhibit 10.3 WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among COLISEUM ACQUISITION CORP., RAIN ENHANCEMENT TECHNOLOGIES HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [] THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [] and effective as of the effective time of the SPAC Merger (as defined below), is made by and among Coliseum |
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| June 26, 2024 |
Exhibit 10.4 LOCK-UP AGREEMENT This Lock-Up Agreement (this “Agreement”) is dated as of [●], 2024, by and among Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”), the shareholders of Holdco listed on the signature pages hereto under the heading “Securityholders”, each officer and director of Holdco, the Company (as defined below) and SPAC (as defined below) and the |
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| June 26, 2024 |
Exhibit 99.2 Rain Enhancement Technologies, Inc. Management Presentation June-2024 TM 2 TM Disclaimer Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared by Rain Enhancement Technologies, Inc. (the “Company” or “RET”), and Coliseum Acquisition Corp. (“Coliseum” or “SPAC”) to assist interested parties in making their own evaluation w |
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| June 26, 2024 |
Form of Registration Rights Agreement. Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the “Company”), Coliseum Acquisition Sponsor LLC, a Cayman Islands exempted company (the “Previous Sponsor”), Berto LLC, a Delaware limited liability company (the “ |
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| June 26, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among Coliseum Acquisition Corp., RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC., rainwater MERGER SUB 1, INC., RAINWATER MERGER SUB 2, InC. AND Rain Enhancement Technologies, Inc. Dated as of June 25, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS; INTERPRETATION 8 Section 1.1 Defined Terms 8 Section 1.2 Further Definitions 17 AR |
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| June 26, 2024 |
Exhibit 99.1 Rain Enhancement Technologies – Innovator in Rainfall Generation Technology – to Become Publicly Traded through a Business Combination with Coliseum Acquisition Corp. · Rain Enhancement Technologies, Inc. (“RET”) has entered into a business combination agreement with Coliseum Acquisition Corp.; once the business combination is completed, it is intended that the combined company will b |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Com |
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| June 26, 2024 |
Form of Warrant Assignment, Assumption and Amendment Agreement. Exhibit 10.3 WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among COLISEUM ACQUISITION CORP., RAIN ENHANCEMENT TECHNOLOGIES HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [] THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [] and effective as of the effective time of the SPAC Merger (as defined below), is made by and among Coliseum |
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| June 26, 2024 |
Exhibit 10.2 COMPANY SUPPORT AGREEMENT This Company Support Agreement (this “Agreement”) is dated as of June 25, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“SPAC”), the persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Rain Enhancement Technologies, Inc., a Delaware corporation (the “Company” |
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| June 26, 2024 |
Exhibit 99.2 Rain Enhancement Technologies, Inc. Management Presentation June-2024 TM 2 TM Disclaimer Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared by Rain Enhancement Technologies, Inc. (the “Company” or “RET”), and Coliseum Acquisition Corp. (“Coliseum” or “SPAC”) to assist interested parties in making their own evaluation w |
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| June 26, 2024 |
Form of Registration Rights Agreement. Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the “Company”), Coliseum Acquisition Sponsor LLC, a Cayman Islands exempted company (the “Previous Sponsor”), Berto LLC, a Delaware limited liability company (the “ |
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| June 26, 2024 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is dated as of June 25, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Coliseum Acquisition Sponsor LLC, a Cayman Islands exempted company (the “Previous Sponsor”), Berto LLC, a Delaware limited liability company (the “New Sponsor”), and Harry You, an affiliate of th |
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| June 26, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among Coliseum Acquisition Corp., RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC., rainwater MERGER SUB 1, INC., RAINWATER MERGER SUB 2, InC. AND Rain Enhancement Technologies, Inc. Dated as of June 25, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS; INTERPRETATION 8 Section 1.1 Defined Terms 8 Section 1.2 Further Definitions 17 AR |
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| June 26, 2024 |
Exhibit 99.2 Rain Enhancement Technologies, Inc. Management Presentation June-2024 TM 2 TM Disclaimer Disclaimer: This presentation (this “Presentation”) is provided for informational purposes only and has been prepared by Rain Enhancement Technologies, Inc. (the “Company” or “RET”), and Coliseum Acquisition Corp. (“Coliseum” or “SPAC”) to assist interested parties in making their own evaluation w |
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| May 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40514 C |
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| April 5, 2024 |
Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AMENDED As of December 31, 2023, Coliseum Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Class A ordinary sh |
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| April 5, 2024 |
Coliseum Acquisition Corp. Policy for the Recovery of Erroneously Awarded Compensation Exhibit 97 COLISEUM ACQUISITION CORP. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Coliseum Acquisition Corp. (the “Company”) has |
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| April 5, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40514 |
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| April 5, 2024 |
Exhibit 10.3 JOINDER AGREEMENT Reference is hereby made to that certain Letter Agreement, dated as of June 22, 2021 (the “Letter Agreement”) by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and other parties named in the Letter Agreement (each an “Insider” and collectiv |
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| April 1, 2024 |
Coliseum Acquisition Corp. (Name of Registrant as Specified in Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40514 FORM 12b-25 CUSIP NUMBER G2263T123 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tra |
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| February 14, 2024 |
MITA / Coliseum Acquisition Corp. / Vivaldi Asset Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Coliseum Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2263T123 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2024 |
MITA / Coliseum Acquisition Corp. / Meteora Capital, LLC Passive Investment SC 13G 1 meteoramtia123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Coliseum Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G2263T123 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) |
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| January 26, 2024 |
Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 26, 2024. EX-99.2 3 tm243910d2ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 26, 2024 |
MITA / Coliseum Acquisition Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243910d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* COLISEUM ACQUISITION CORP. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G2263T123 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Ch |
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| January 26, 2024 |
Joint Filing Agreement, dated as of January 26, 2024, among the Reporting Persons. EX-99.1 2 tm243910d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of COLISEUM ACQUISITION CORP. dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accord |
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| December 11, 2023 |
MITA / Coliseum Acquisition Corp - Class A / Walleye Capital LLC - SC 13G Passive Investment SC 13G 1 ef20016369sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Coliseum Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G2263T123 (CUSIP Number) November 30, 2023 (Date of Event Which Requires Filing of this Statem |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| November 27, 2023 |
Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF COLISEUM ACQUISITION CORP. The Extension Amendment RESOLVED, as a special resolution, THAT: The text of Article 36.2 of the Amended and Restated Memorandum of Association and Articles of Association of the Company be deleted in its entirety and replaced by the following: (a) The Company has |
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| November 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| November 24, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| November 24, 2023 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of [ ], 2023 by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“MITA” or the “Company”), Harry L. You (the “Insider”), and the undersigned investor[s] ([collectively,] the “Investor”). RECITALS WHEREAS, the Insider currently holds MITA Class A ordinary shares (previously C |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| November 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-405 |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| October 25, 2023 |
Exhibit 99.1 Coliseum Acquisition Corp. Announces Fifth Extension of Deadline to Complete Initial Business Combination New York, NY, October 25, 2023 - Coliseum Acquisition Corp. (NASDAQ: MITAU, MITA, MITAW) (“Coliseum” or the “Company”), announced today that on October 25, 2023 its board of directors (the “Board”) decided to extend the date by which the Company must consummate an initial business |
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| October 25, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) ( |
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| October 20, 2023 |
Exhibit 16.1 805 Third Avenue Suite 1430 New York, New York 10022-7513 212.868.3669 212.838.2676/ Fax www.rbsmllp.com October 19, 2023 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Coliseum Acquisition Corp. (the “Company”) Form 8-K dated October 19, 2023, and are in agreement with the statements relating only to RBSM LL |
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| October 20, 2023 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) ( |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| September 26, 2023 |
Exhibit 99.1 Coliseum Acquisition Corp. Announces Fourth Extension of Deadline to Complete Initial Business Combination New York, NY, September 26, 2023 - Coliseum Acquisition Corp. (NASDAQ: MITAU, MITA, MITAW) (“Coliseum” or the “Company”), announced today that on September 25, 2023 its board of directors (the “Board”) decided to extend the date by which the Company must consummate an initial bus |
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| August 25, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (C |
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| August 25, 2023 |
Exhibit 99.1 Coliseum Acquisition Corp. Announces Third Extension of Deadline to Complete Initial Business Combination New York, NY, August 25, 2023 - Coliseum Acquisition Corp. (NASDAQ: MITAU, MITA, MITAW) (“Coliseum” or the “Company”), announced today that on August 24, 2023 its board of directors (the “Board”) decided to extend the date by which the Company must consummate an initial business c |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (C |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40514 Co |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Com |
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| July 27, 2023 |
Exhibit 99.1 Coliseum Acquisition Corp. Announces Second Extension of Deadline to Complete Initial Business Combination New York, NY, July 27, 2023 - Coliseum Acquisition Corp. (NASDAQ: MITAU, MITA, MITAW) (“Coliseum” or the “Company”), announced today that on July 25, 2023 its board of directors (the “Board”) decided to extend the date by which the Company must consummate an initial business comb |
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| July 27, 2023 |
Exhibit 10.1 Coliseum Acquisition Corp. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 July 25, 2023 Berto LLC 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between Coliseum Acquisition Corp. (the “Company”) and Berto LLC (the “Provider”), dated as |
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| July 13, 2023 |
July 13, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D. |
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| July 5, 2023 |
MITA / Coliseum Acquisition Corp - Class A / You Harry L. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Coliseum Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.001 par value per share (Title of Class of Securities) G2263T123 (CUSIP Number) Harry L. You 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 (702) 781-4313 (Name, Address |
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| June 27, 2023 |
Termination Agreement, dated June 26, 2023. Exhibit 10.3 COLISEUM ACQUISITION CORP. 80 Pine Street, Suite 3202 New York, NY 10005 June 26, 2023 SC Management LLC 80 Pine Street, Suite 3202 New York, NY 10005 Re: Termination of the Administrative Services Agreement To the above-referenced party: Reference is made to the Administrative Services Agreement by and between Coliseum Acquisition Corp. (the “Company”) and SC Management LLC (the “Pro |
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| June 27, 2023 |
Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| June 27, 2023 |
Amendment to Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF COLISEUM ACQUISITION CORP. The Extension Amendment Proposal RESOLVED, as a special resolution, THAT: The text of Article 36.2 of the Amended and Restated Memorandum of Association and Articles of Association of the Company be deleted in its entirety and replaced by the following: The Company |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Com |
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| June 27, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 21, 2023, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in thi |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Com |
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| June 15, 2023 |
Purchase Agreement dated June 15, 2023. Exhibit 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of June 15, 2023 (the “Effective Date”), by and among Berto LLC, a Delaware limited liability company (the “Acquirer”), Coliseum Acquisition Corp., a Cayman islands exempted company (“SPAC”), and Coliseum Acquisition Sponsor LLC (“Sponsor”) (each a “Party” and, collectively, the “Partie |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| June 15, 2023 |
Exhibit 99.1 Coliseum Acquisition Corp. Announces Cash Contribution to Trust Account in Connection with Proposed Extension Amendment, Planned Adjournment of Shareholders’ Meeting to Thursday, June 22, 2023, and Extension of Redemption Request Deadline Business Wire NEW YORK - June 15, 2023 Coliseum Acquisition Corp., a Cayman Islands exempted company, ("Coliseum" or the “Company”) (NASDAQ: MITA) y |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Com |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| May 22, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40514 C |
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| May 22, 2023 |
PRE 14A 1 tm2316421d1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| April 17, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40514 |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Co |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| March 17, 2023 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2023 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Co |
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| March 17, 2023 |
Letter from Marcum LLP to the Securities and Exchange Commission, dated March 17, 2023. Exhibit 16.1 March 17, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Coliseum Acquisition Corp. under Item 4.01 of its Form 8-K dated March 17, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Coliseum Acquisition Corp. |
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| February 13, 2023 |
SC 13G/A 1 d395516dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Coliseum Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G2263T123 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this S |
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| February 13, 2023 |
SC 13G/A 1 tm236176d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Coliseum Acquisition Corp. (Name of Issuer) Class A ordinary share, par value $0.001 per share (Title of Class of Securities) G2263T123 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this |
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| February 13, 2023 |
SC 13G/A 1 tm236375d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 Coliseum Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Tit |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Coliseum Acquisition Corp. (Name of Issuer) Common Stock, Class A (Title of Class of Securities) G2263T123 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| January 27, 2023 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| January 27, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Coliseum Acquisition Corp. dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) un |
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| November 14, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 12, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 18, 2022 |
Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AMENDED As of December 31, 2021, Coliseum Acquisition Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its Class A ordinary sh |
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| April 18, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ?Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Coliseum Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G2263T123 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 Coliseum Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G2263T123 (CUS |
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| February 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Coliseum Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G2263T 123 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Coliseum Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.01 per share (Title of Class of Securities) G2263T123 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Coliseum Acquisition Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G2263T123 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| November 23, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-405 |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2021 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) |
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| November 16, 2021 |
NT 10-Q 1 tm2133081d1nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repo |
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| August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40514 Co |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| August 10, 2021 |
EX-99.1 2 tm2124663d199-1.htm EXHIBIT 99.1 Exhibit 99.1 Coliseum Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing August 13, 2021 New York, NY / August 10, 2021 / Coliseum Acquisition Corp. (NASDAQ: MITAU) (the “Company”), a special purpose acquisition company, today announced that, commencing August 13, 2021, holders of the units sold in the |
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| August 10, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2124663d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2021 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other |
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| August 5, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Coliseum Acquisition Corp. (Name of Issuer) Class A ordinary share, par value $0.001 per share (Title of Class of Securities) G2263T115 (CUSIP Number) June 25, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| July 1, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 tm2121068d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2021 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other ju |
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| July 1, 2021 |
COLISEUM ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT EX-99.1 2 tm2121068d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 COLISEUM ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of June 25, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Coliseum Acquisition Corp. Opinion on the Financi |
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| June 30, 2021 |
MITAU / Coliseum Acquisition Corp. Unit / KNOTT PARTNERS LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. ) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 Coliseum Acquisition Corp (Name of Issuer) Units, each consisting of one Class A ordinary share, par value $0.001 per share, and one-third of |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2021 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40514 98-1583230 (State or other jurisdiction of incorporation) (Com |
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| June 28, 2021 |
Exhibit 1.1 COLISEUM ACQUISITION CORP. 15,000,000 Units Units, each consisting of one (1) share of Class A ordinary share, $0.001 par value and one-third of one warrant UNDERWRITING AGREEMENT June 22, 2021 UNDERWRITING AGREEMENT June 22, 2021 Stifel, Nicolaus & Company, Incorporated as Sole Book-running Manager One South Street, 15th Floor Baltimore, Maryland 21202 Ladies and Gentlemen: Coliseum A |
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| June 28, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 22, 2021, is made and entered into by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?, together with any person or entity who hereafter becomes a party to |
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| June 28, 2021 |
Coliseum Acquisition Corp. Announces Closing of $150 Million Initial Public Offering Exhibit 99.2 Coliseum Acquisition Corp. Announces Closing of $150 Million Initial Public Offering New York, NY / June 25, 2021 / Coliseum Acquisition Corp. (the ?Company?), a special purpose acquisition company, today announced the closing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The units began trading on The Nasdaq Capital Market (?Nasdaq?) on June 23, 20 |
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| June 28, 2021 |
Exhibit 4.1 WARRANT AGREEMENT COLISEUM ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated June 22, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated June 22, 2021, is by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Wa |
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| June 28, 2021 |
Coliseum Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering Exhibit 99.1 Coliseum Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering New York, NY / June 22, 2021 / Coliseum Acquisition Corp. (the ?Company?), a special purpose acquisition company, today announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Capital Market (?Nasdaq?) and will begi |
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| June 28, 2021 |
Exhibit 10.5 Coliseum Acquisition Corp. 80 Pine Street, Suite 3202 New York, NY 10005 June 22, 2021 SC Management LLC 80 Pine Street, Suite 3202 New York, NY 10005 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this ?Agreement?) by and between Coliseum Acquisition Corp. (the ?Company?) and SC Management LLC (the ?Provider?), dated as of the date |
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| June 28, 2021 |
Exhibit 10.1 June 22, 2021 Coliseum Acquisition Corp. 80 Pine Street, Suite 3202 New York, NY 10005 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Coliseum Acquisition Corp., a Cayman Islands exemp |
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| June 28, 2021 |
EX-10.4 8 tm2120694d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of June 22, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Coliseum Acquisition Sponsor LLC, a Delaware limited liability c |
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| June 28, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of June 22, 2021, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No |
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| June 28, 2021 |
Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Coliseum Acquisition Corp. amended and restated ARTICLES of association Adopted by Special Resolution passed on 22 June 2021 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 6 Exclusion of Table A Articles 7 2 Shares 7 Power to issue Shares and options, with or without special rights 7 Power |
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| June 24, 2021 |
$150,000,000 Coliseum Acquisition Corp. 15,000,000 Units 424B4 1 tm217726-8424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-254513 PROSPECTUS $150,000,000 Coliseum Acquisition Corp. 15,000,000 Units Coliseum Acquisition Corp. is a newly organized blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorgani |
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| June 21, 2021 |
8-A12B 1 tm2120152-18a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 COLISEUM ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1583230 (State of Incorporation or Organization) (I.R.S. E |
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| June 9, 2021 |
Exhibit 99.6 [], 2021 Dear Coliseum Acquisition Sponsor LLC, This letter agreement sets forth the terms of the agreement between Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the ?Company?), and certain investment funds and/or managed accounts managed by or affiliated with [] (collectively, ?Subscriber?). The Company is the sponsor of Coliseum Acquisition Corp., a Cayman |
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| June 9, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 9, 2021. S-1/A 1 tm217726-6s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 9, 2021. Registration No. 333-254513 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Is |
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| March 30, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 30, 2021. Registration No. 333-254513? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter)? ? ? Cayman Islands (State or |
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| March 30, 2021 |
EX-10.6 12 tm217726d5ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Coliseum Acquisition Sponsor LLC, a Delaware limited liability compa |
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| March 30, 2021 |
EX-4.2 5 tm217726d5ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G2263T 123 COLISEUM ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.001 EACH OF COLISEUM ACQUISITION CORP. (THE “COMPANY” |
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| March 30, 2021 |
Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF COLISEUM ACQUISITION CORP. 1. Introduction The Board of Directors (the ?Board?) of Coliseum Acquisition Corp. (the ?Company?) has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers, advisors and employees (to the extent that employees are hired in |
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| March 30, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?, together with any person or entity who hereafter becomes a party to thi |
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| March 30, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 6 tm217726d5ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT COLISEUM ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant |
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| March 30, 2021 |
Form of Amended and Restated Memorandum and Articles of Association EX-3.2 3 tm217726d5ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 Dated [•] 2021 Companies Act (Revised) Company Limited by Shares Coliseum Acquisition Corp. amended and restated ARTICLES of association Adopted by Special Resolution passed on [•] 2021 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 6 Exclusion of Table A Articles 7 2 Shares 7 Power to issue Shares |
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| March 30, 2021 |
Exhibit 10.8 Coliseum Acquisition Corp. 80 Pine Street, Suite 3202 New York, NY 10005 [?], 2021 SC Management LLC 80 Pine Street, Suite 3202 New York, NY 10005 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this ?Agreement?) by and between Coliseum Acquisition Corp. (the ?Company?) and SC Management LLC (the ?Provider?), dated as of the date her |
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| March 30, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021. Between: (1) COLISEUM ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with its principal executive offices at 80 Pine Street, Suite 3202, New York, NY 10005 (the ?Company?); and (2) [?] (?Indemnitee?). Whereas: (A) Highly competent persons have become more |
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| March 30, 2021 |
Form of Underwriting Agreement EX-1.1 2 tm217726d5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 COLISEUM ACQUISITION CORP. 15,000,000 Units Units, each consisting of one (1) share of Class A ordinary share, $0.001 par value and one-third of one warrant UNDERWRITING AGREEMENT [●], 2021 UNDERWRITING AGREEMENT [●], 2021 Stifel, Nicolaus & Company, Incorporated as Sole Book-running Manager One South Street, 15th Floor Baltimore, Maryland 21202 |
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| March 30, 2021 |
EX-10.3 10 tm217726d5ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s re |
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| March 30, 2021 |
Exhibit 10.2 [?], 2021 Coliseum Acquisition Corp. 80 Pine Street, Suite 3202 New York, NY 10005 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Coliseum Acquisition Corp., a Cayman Islands exempted |
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| March 30, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G2263T 115 COLISEUM ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A Ordinary Share, par value $0.001 pe |
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| March 19, 2021 |
Exhibit 99.2 CONSENT OF RICH PAUL In connection with the filing by Coliseum Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board o |
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| March 19, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 19, 2021. Registration No. 333-???????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter)? ? ? Cayman Islands (State or other jurisdiction |
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| March 19, 2021 |
Exhibit 99.3 CONSENT OF JIM LANZONE In connection with the filing by Coliseum Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board |
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| March 19, 2021 |
Exhibit 99.4 CONSENT OF ANDREW HEYER In connection with the filing by Coliseum Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boar |
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| March 19, 2021 |
Promissory Note, dated February 17, 2021, issued to Coliseum Acquisition Sponsor LLC Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTA |
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| March 19, 2021 |
Exhibit 99.1 CONSENT OF ROMITHA MALLY In connection with the filing by Coliseum Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| March 19, 2021 |
EX-99.5 10 tm217726d3ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 CONSENT OF EZRA KUCHARZ In connection with the filing by Coliseum Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities |
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| March 19, 2021 |
Exhibit 10.5 COLISEUM ACQUISITION CORP. 80 Pine Street, Suite 3202, New York, NY 10005 February 17, 2021 Coliseum Acquisition Sponsor LLC 80 Pine Street, Suite 3202 New York, NY 10005 United States RE: Securities Subscription Agreement Ladies and Gentlemen: Coliseum Acquisition Corp., a Cayman Islands exempted company (the ?Company?), is pleased to accept the offer Coliseum Acquisition Sponsor LLC |
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| March 19, 2021 |
Memorandum and Articles of Association Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Coliseum Acquisition Corp. memorandum of association (Adopted by special resolution passed on 26 February 2021) 1 Companies Act (Revised) Company Limited by Shares Memorandum of Association of Coliseum Acquisition Corp. (Adopted by special resolution passed on 26 February 2021) 1 The name of the Company is Coliseum Acquisition Corp.. 2 |
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| March 4, 2021 |
TABLE OF CONTENTS Confidentially submitted to the U.S. Securities and Exchange Commission on March 4, 2021. This draft registration statement has not been filed publicly with the U.S. Securities and Exchange Commission and all information contained herein remains confidential. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITI |
