M&A: Coliseum Acquisition Corp.

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000110465924132814

Comments: On December 31, 2024, Rain Enhancement Technologies Holdco, Inc. announced the completion of its previously announced business combination with Coliseum Acquisition Corp. and Rain Enhancement Technologies, Inc. The press release is included as Exhibit 99.1, detailing the merger and related matters. This marks a significant corporate event for Coliseum Acquisition Corp. as it merges with another entity, which is a crucial step in its business strategy.

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Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132562

Comments: Coliseum Acquisition Corp. is filing this Form 425 communication in connection with the proposed business combination with Rain Enhancement Technologies Holdco, Inc. The business combination was approved by the shareholders of Coliseum on December 23, 2024. This document discusses the PIPE Investment in which Coliseum will raise approximately $950,000 through the sale of 83,429 shares of Class A common stock at a price of $11.39 per share. The purpose of the PIPE Investment is to secure additional capital for the combined company post-merger. The document also highlights the filing of the Registration Statement on Form S-4, which was declared effective on December 10, 2024, with further details presented in the Proxy Statement/Prospectus subsequently mailed to Coliseum's shareholders. This comprehensive report lays out the terms of the PIPE Subscription Agreements, expectations regarding the closing of the transaction, and regulatory obligations. Certain risks associated with the merger and future projections are also disclosed, reminding stakeholders to proceed with caution when making investment decisions based on forward-looking statements.

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Form Type: 425

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465924131779

Comments: On December 23, 2024, Coliseum Acquisition Corp. held two shareholder meetings: the Business Combination Meeting and the Extension Meeting. During the Business Combination Meeting, shareholders voted to approve the Business Combination Agreement with Rain Enhancement Technologies Inc. and Rain Enhancement Technologies Holdco, Inc., with substantial votes in favor (4,709,468 for versus 4,398 against). Additionally, the Merger Proposal, which involves Coliseum merging with Merger Sub 1, was also approved by the same vote tally. The Extension Meeting approved two amendments to extend the period for completing the Business Combination, and a proposal to amend the Trust Agreement to adjust provisions regarding the use of funds in the Trust Account. These approvals indicate that the company is actively seeking to complete the Business Combination, though they faced compliance issues due to not meeting Nasdaq's requirements for initial business combinations within the designated timeframe, resulting in a trading suspension effective December 27, 2024. The Board has extended the deadline for completing the Business Combination to December 31, 2024, contingent upon specific funding arrangements. Shareholders have begun exercising their redemption rights with approximately $9.7 million redeemed before the extension was implemented.

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Form Type: 425

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465924131780

Comments: On December 23, 2024, Coliseum Acquisition Corp. held two extraordinary general meetings of shareholders. The first meeting aimed to seek shareholder approval for a proposed business combination between Coliseum and Rain Enhancement Technologies Inc. (RET) as well as Rain Enhancement Technologies Holdco, Inc. Subsequently, shareholders approved two proposals: the Business Combination Proposal and the Merger Proposal. Due to the lack of completion of the business combination by the stipulated deadline, the company is not in compliance with Nasdaq’s listing rules and consequently, its securities will be suspended from trading as of December 27, 2024. The second extraordinary meeting focused on an extension of time to complete the business combination, resulting in a successful vote to extend the deadline from December 25, 2024, to December 31, 2024. Attached amendments to the Articles of Association also included provisions for the financial aspects concerning the Trust Account and the dissolution expenses amendment. The filings report ongoing efforts to meet Nasdaq listing standards for the business combination, although there is uncertainty regarding the conditions being satisfied.

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