MITAW Coliseum Acquisition Corporation

 

 

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)		(Commission File Number)		(IRS Employer Identification No.)

 

1180 North Town Center Drive, Suite 100

Las Vegas, NV 89144

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (702) 781-4313

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.001 per share, and one-third of one redeemable warrant		MITAU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.001 per share		MITA		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		MITAW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

On December 17, 2024, in connection with the proposed business combination among Coliseum Acquisition Corp. (the “Company”), Rain Enhancement Technologies, Inc. (“RET”), Rain Enhancement Technologies Holdco, Inc. (“Holdco”), Rainwater Merger Sub 1, Inc. and Rainwater Merger Sub 2A, Inc. (the “Business Combination”), Coliseum Acquisition Sponsor, LLC (the “Previous Sponsor”) and Berto, LLC (the “New Sponsor”) entered into an agreement (the “Warrant Exchange Agreement”) with the Company and Holdco to exchange, at the closing of the Business Combination, all 3,225,000 outstanding Private Placement Warrants (as defined below) for Class A common stock of Holdco, par value $0.0001 per share (“Holdco Class A Common Stock”), at an exchange ratio of 0.25 shares of Holdco Class A Common Stock per Private Placement Warrant (the “Warrant Exchange”). Prior to the Warrant Exchange, such warrants (the “Private Placement Warrants”) pursuant to their terms were exercisable for the Company’s Class A ordinary shares at an initial exercise price of $11.50 per share beginning 30 days after the closing of the Business Combination. Accordingly, as a result of the Warrant Exchange, Holdco will issue an aggregate of 806,250 shares of Holdco Class A Common Stock to the former holders of Private Placement Warrants at the closing of the Business Combination and such Private Placement Warrants will be cancelled and no longer outstanding. The shares issued in connection with the Warrant Exchange will be subject to a two-year lockup following the closing of the Business Combination and will be treated for all purposes as “Lock-Up Shares” under the previously announced lock-up agreement to be entered into by and among Holdco, the New Sponsor, the Previous Sponsor, Paul T. Dacier, Harry L. You, and Niccolo de Masi, or their affiliates, and the other parties thereto.

 

The foregoing description of the Warrant Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant Exchange Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Warrant Exchange Agreement, dated December 17, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

Additional Information about the Business Combination and Where to Find it

 

As previously disclosed, the Company entered into a Business Combination Agreement with RET, Holdco, and the other parties thereto, dated June 25, 2024, as subsequently amended on August 22, 2024, which provides that, subject to the satisfaction or waiver of the conditions therein, the Company will complete the Business Combination. The Business Combination will be submitted to shareholders of the Company for their consideration. The Registration Statement on Form S-4 (File No. 333-283425) (as amended, the “Registration Statement”) filed by RET and Holdco, which was declared effective by the Securities and Exchange Commission (“SEC”) on December 10, 2024, includes a proxy statement/prospectus that is both the proxy statement of the Company and a prospectus of Holdco relating to the shares to be issued in connection with the Business Combination (the “Proxy Statement/Prospectus”). The definitive Proxy Statement/Prospectus was mailed to the Company’s shareholders of record as of November 26, 2024, the record date established for voting on the Business Combination. The Company, RET, and/or Holdco may also file other relevant documents regarding the Business Combination with the SEC. This Current Report on Form 8-K and the exhibit hereto do not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or investment decision, investors, security holders of RET, the Company, and other interested persons are urged to read the Proxy Statement/Prospectus and any amendments or supplements thereto in connection with the Company’s solicitation of proxies for its extraordinary meeting of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about the Company, RET, Holdco, and the Business Combination. 

 

 

Investors and security holders will also be able to obtain free copies of the Registration Statement, the Proxy Statement/Prospectus, and all other relevant documents filed or that will be filed with the SEC by the Company, RET and/or Holdco through the website maintained by the SEC at www.sec.gov. The documents filed by the Company, RET, and/or Holdco with the SEC also may be obtained free of charge upon written request to the Company at Coliseum Acquisition Corp., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144.

 

Participants in the Solicitation

 

The Company, RET, Holdco and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of the Company’s securities are, or will be, contained in the Company’s filings with the SEC, and such information and names of RET’s directors and executive officers is also contained in the Registration Statement, which includes the Proxy Statement/Prospectus. You may obtain free copies of these documents using the sources indicated above.

 

Forward-Looking Statements

 

Certain statements included in this Current Report on Form 8-K and the exhibit hereto are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “may,” “will,” “anticipate,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K or the exhibit hereto, and on the current expectations of RET’s and the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be viewed by any investor as, a guarantee, an assurance, a prediction or a definitive statement of factor probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions.

 

Many actual events and circumstances are beyond the control of the Company, RET, and Holdco. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions; the ability of the parties to successfully consummate the Business Combination; the ability to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination by the Company’s shareholders and the satisfaction of the minimum cash condition; the amount of redemption requests made by the Company’s public shareholders; the effect of the announcement and pendency of the Business Combination on RET’s business; RET’s ability to manage future growth; Holdco’s ability to meet the listing standards of Nasdaq; the failure to obtain, maintain, adequately protect, or enforce RET’s intellectual property rights; the numerous regulatory and legal requirements that RET will need to comply with to operate its business; the concentrated ownership of Holdco’s stock in RET’s principal stockholders; and the other risks presented elsewhere herein and in the Registration Statement. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Registration Statement, along with the risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by the Company, Holdco, and RET from time to time with the SEC. There may be additional risks that neither the Company, Holdco, nor RET presently know or that the Company, Holdco, and RET currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

 

 

You are cautioned not to place undue reliance upon any forward-looking statements. Any forward-looking statement speaks only as of the date on which it was made, based on information available as of the date of this Current Report on Form 8-K, and such information may be inaccurate or incomplete. The Company, Holdco, and RET expressly disclaim any obligation or undertaking to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Information regarding performance by, or businesses associated with, RET’s or Holdco’s management team or businesses associated with them is presented for informational purposes only. Past performance by RET’s or Holdco’s management team and its affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of RET’s or Holdco’s management team or businesses associated with them as indicative of RET’s or Holdco’s future performance of an investment or the returns RET or Holdco will, or is likely to, generate going forward.

 

No Offer or Solicitation

 

This Current Report on Form 8-K and the exhibit hereto do not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction with respect to any securities or in connection with the Business Combination. There shall not be any offer, sale or exchange of any securities of RET, Holdco, or the Company in any jurisdiction where, or to any person to whom, such offer, sale or exchange may be unlawful under the laws of the jurisdiction prior to registration or qualification under the securities laws of any such jurisdiction.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	COLISEUM ACQUISITION CORP.
Date: December 18, 2024	By:	/s/ Oanh Truong
	Name:	Oanh Truong
	Title:	Chief Financial Officer and interim Chief Executive Officer

 

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 combination (the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of June 25, 2024 (as amended on August 22, 2024 and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Coliseum Acquisition Corp. (“Coliseum”), Rain Enhancement Technologies, Inc., Rain Enhancement Technologies Holdco, Inc. (“Holdco”), Rainwater Merger Sub 1, Inc., a wholly-owned subsidiary of Holdco and Rainwater Merger Sub 2A, Inc., a wholly-owned subsidiary of Coliseum and (ii) that certain Purchase Agreement (the “Purchase Agreement”), dated June 15, 2023, by and among Coliseum, Coliseum Acquisition Sponsor LLC (“Initial Sponsor”) and Berto, LLC (“Berto”).

 

1.               Private Placement Warrant Exchange. (i) Berto hereby agrees to surrender, at the closing of the Business Combination, the 2,257,000 private placement warrants of Coliseum initially purchased by Initial Sponsor in a private placement in connection with Coliseum’s initial public offering and acquired by Berto from Initial Sponsor pursuant to the Purchase Agreement and (ii) Initial Sponsor hereby agrees to surrender, at the closing of the Business Combination, the 967,500 private placement warrants (together with the private placement warrants held by Berto, the “Private Placement Warrants”) of Coliseum purchased by it in a private placement in connection with Coliseum’s initial public offering, and, in consideration of and upon such surrender, Holdco hereby agrees to issue (i) 564,250 shares of Class A common stock, par value $0.0001 per share, of Holdco (“Holdco Class A Common Stock”) to Berto and (ii) 241,875 shares of Holdco Class A Common Stock to Initial Sponsor. Upon the issuance of such shares of Holdco Class A Common Stock, the Private Placement Warrants shall be cancelled, terminated and released and shall thereafter be of no further force or effect, and no obligations or rights of any nature of any party under the Private Placement Warrants shall survive such cancellation.

 

2.               Lock-Up. The shares of Holdco Class A Common Stock issued to Berto and Initial Sponsor in exchange for the Private Placement Warrants will be “Lock-Up Shares” under that certain Lock-Up Agreement to be entered into by and among Holdco, Berto, Initial Sponsor and the other parties thereto, in the form attached as Annex E to the Business Combination Agreement.

 

3.               Trust Account Waiver. Each of Berto and Initial Sponsor hereby agrees that it does not have a right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with Coliseum’s initial public offering for the benefit of Coliseum and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, this Letter Agreement and will not seek recourse against such trust account for any reason whatsoever.

 

4.               Entire Agreement; No Modification. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

 

5.               Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be null and void and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on each of the parties hereto and each of their respective successors, heirs and assigns.

 

 

6.               Governing Law; Consent to Jurisdiction. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (a) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (b) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

 

7.               Counterparts. This Letter Agreement may be executed in any number of counterparts (including by facsimile or electronic transmission in “portable document format”), and all such counterparts shall together constitute one and the same agreement.

 

[Signature pages follow]

 

 

	Sincerely,
	BERTO, LLC
	By:	/s/ Harry L. You
		Name:	Harry L. You
		Title:	Member
	COLISEUM ACQUISITION SPONSOR, LLC
	By:	/s/ Daniel Haimovic
		Name:	Daniel Haimovic
		Title:	Co-Chief Executive Officer

 

Acknowledged and Agreed:

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.
By:	/s/ Paul Dacier
	Name:	Paul Dacier
	Title:	President

 

COLISEUM ACQUISITION CORP.
By:	/s/ Oanh Truong
	Name:	Oanh Truong
	Title:	Interim Chief Executive Officer and Chief Financial Officer

 

 

v3.24.4

Cover	Dec. 17, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 17, 2024
Entity File Number	001-40514
Entity Registrant Name	Coliseum Acquisition Corp.
Entity Central Index Key	0001847440
Entity Tax Identification Number	98-1583230
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1180 North Town Center Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89144
City Area Code	702
Local Phone Number	781-4313
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Unitseachconsistingofoneclass Aordinaryshareandonethirdofwarrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.001 per share, and one-third of one redeemable warrant
Trading Symbol	MITAU
Security Exchange Name	NASDAQ
Class Aordinaryshares [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.001 per share
Trading Symbol	MITA
Security Exchange Name	NASDAQ
Redeemablewarrantseachwholewarrantexercisableforone Class Aordinaryshare [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	MITAW
Security Exchange Name	NASDAQ

---