M&A: Rain Enhancement Technologies Holdco, Inc.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025001708

Comments: On December 31, 2024, Rain Enhancement Technologies Holdco, Inc. ('Holdco') completed a business combination involving Coliseum Acquisition Corp, Rain Enhancement Technologies, Inc. ('RET'), and two wholly-owned subsidiaries of Holdco. The transaction included a SPAC merger where Coliseum merged with Merger Sub 1, and subsequently, Merger Sub 2 merged with RET. Following these mergers, both Merger Sub 1 and RET became wholly-owned subsidiaries of Holdco. Numerous PIPE Subscription Agreements were executed prior to the merger, resulting in an aggregate purchase of Holdco Class A common stock, amounting to approximately $1.35 million. Other agreements including a Lock-Up Agreement and a Forward Purchase Agreement were signed to outline the terms of these transactions, such as share transfer restrictions and financing arrangements. The mergers resulted in the conversion of outstanding shares of Coliseum and RET into shares of Holdco, with specific exchange ratios defined. The completion of the business combination was contingent upon shareholder approval, which was obtained, and included conditions related to registration of securities and the treatment of outstanding warrants from the initial public offering.

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Form Type: SCHEDULE 13D

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925000973

Comments: On January 3, 2025, Rain Enhancement Technologies Holdco, Inc. filed a Schedule 13D detailing significant corporate activity associated with a Business Combination Agreement initiated on June 25, 2024, involving a merger with Coliseum Acquisition Corp. This agreement involves a SPAC merger where Coliseum will merge with Rainwater Merger Sub 1, Inc., followed by a merger with Rain Enhancement Technologies, Inc. The document outlines the beneficial ownership of H. L. You, the sole member of Berto LLC, which includes stakes in both Class A and Class B common stocks of the Issuer, as well as relevant governance rights linked to the dual-class stock structure of the company. Additionally, it mentions various other financial activities and agreements related to this merger, including a PIPE investment and Warrant Exchange, affecting the shares held by Mr. You and Berto LLC, and emphasizes plans for further discussions regarding potential governance and investment strategies post-merger.

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Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000110465924132823

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 detailing this business combination was included as Exhibit 99.1 in the filing. This merger marks a significant milestone for the company, culminating in the integration of operations and resources of the involved entities.

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Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132553

Comments: On December 20, 2024, Rain Enhancement Technologies Holdco, Inc. (the 'Company') entered into PIPE Subscription Agreements with existing shareholders of Rain Enhancement Technologies, Inc. (RET) and Coliseum Acquisition Corp. as part of a proposed business combination. The agreements involve the issuance of 83,429 shares of Class A common stock at approximately $11.39 per share, totaling $950,000 in investments. The Company anticipates closing $800,000 of the PIPE Investment at the business combination close, with the remaining $150,000 to follow. Conditions for closing the PIPE Investment are tied to the Business Combination completion. The business combination was approved by Coliseum's shareholders on December 23, 2024, and a Proxy Statement/Prospectus was issued including information on the registration of the PIPE Shares. Additional information about the business combination and documents filed with the SEC can be found on their website.

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Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132563

Comments: On December 30, 2024, Rain Enhancement Technologies Holdco, Inc. filed a Form 8-K regarding its business combination with Coliseum Acquisition Corp. The filing followed the approval of the business combination by Coliseum’s shareholders on December 23, 2024. As part of the transaction, Rain Enhancement Technologies Holdco entered into PIPE Subscription Agreements to raise additional capital, issuing an aggregate of 83,429 shares of Class A common stock at an approximate price of $11.39 per share, totaling about $950,000. The company expects to close on $800,000 of this investment prior to the business combination and the remaining $150,000 afterward. Details regarding the Registration Statement on Form S-4 were provided, mentioning that it had been declared effective by the SEC prior to this filing and disseminated to shareholders for voting purposes. The document outlines the conditions for the business combination, expected capitalization and rights associated with the new shares, as well as various representations and warranties from the parties involved. Other relevant information includes the emerging growth company status of Rain Enhancement Technologies Holdco and the necessity for compliance with applicable securities laws during the process. Forward-looking statements and risks associated with the business combination were also included in the filing.

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Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132552

Comments: Rain Enhancement Technologies Holdco, Inc. filed a Form 8-K related to its proposed business combination with Coliseum Acquisition Corp. and associated entities. The Company entered into PIPE Subscription Agreements to raise $950,000 through the sale of shares, with $800,000 expected to close at the time of the Business Combination. This transaction follows the approval by Coliseum's shareholders on December 23, 2024. The PIPE Investment aims to provide additional capital for the combined entity after the merger. The document includes reference to various regulatory filings such as the Proxy Statement/Prospectus and outlines the forward-looking statements and associated risks regarding the Business Combination.

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