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
15 Juni 2023 - 2:30PM
Business Wire
Coliseum Acquisition Corp., a Cayman Islands exempted company,
("Coliseum" or the “Company”) (NASDAQ: MITA) yesterday filed a
supplement (the “Proxy Supplement”) to its proxy statement dated
June 7, 2023 (the “Proxy Statement”) disclosing that it intends to
open the Extraordinary General Meeting (the “Meeting”) as scheduled
on June 20, 2023, at 9:00 a.m. Eastern Time, and then immediately
adjourn the Meeting to June 22, 2023 at 11:30 a.m. Eastern Time to
allow Coliseum additional time to engage with shareholders.
The Proxy Supplement also amends Proposal No. 1 in the Proxy
Statement, which is the proposal to extend the period of time in
which the Company must complete an initial business combination or
liquidate the trust account that holds the proceeds of the
Company’s initial public offering from June 25, 2023 to June 25,
2024 (the “Extension”), to provide that if the proposal is approved
by the shareholders at the Meeting, Coliseum Acquisition Sponsor
LLC, the Company’s sponsor (“Sponsor”), or its affiliates or
designees, will contribute to the Company as a loan (each loan, a
“Contribution”) the lesser of (i) $100,000 and (ii) an aggregate
amount equal to $0.04 multiplied by the number of public shares of
the Company that are not redeemed in connection with the
shareholder vote to approve the Extension, for each month of the
Extension, commencing on June 25, 2023 (each such month period an
“Extension Period”). There will be a maximum of twelve (12)
Extension Periods. Each Contribution will be deposited in the trust
account within two business days after the beginning of the
Extension Period for which such Contribution is made.
The Sponsor will not make any Contribution unless the Extension
Amendment Proposal is approved and the Company’s Articles of
Association are amended. The Company’s board of directors (the
“Board”) will have the sole discretion whether to continue
extending for additional Extension Periods, and if the Board
determines not to continue extending for additional Extension
Periods, the additional contributions will cease. If this occurs,
the Company would wind up the Company’s affairs and redeem 100% of
the outstanding public shares in accordance with the procedures set
forth in the Company’s Articles of Association, as amended..
Berto LLC, an affiliate of Harry L. You, has agreed to fund the
Contribution in connection with its acquisition of 70% of the
founder shares and private placement warrants of the Company from
the Sponsor.
The record date for determining Coliseum’s shareholders entitled
to receive notice of and to vote at the Meeting remains the close
of business on May 25, 2023 (the “Record Date”). Shareholders as of
the Record Date can vote, even if they have subsequently sold their
shares. Shareholders who have previously submitted their proxies or
otherwise voted and who do not want to change their vote need not
take any action. Shareholders who have not yet done so are
encouraged to vote as soon as possible.
Because the Company intends to adjourn the meeting to June 22,
2023, the deadline for submission of public Class A ordinary shares
for redemption will be extended to 5:00 p.m. Eastern time on June
20, 2023.
Shareholders who wish to withdraw their previously submitted
redemption request may do so prior to the taking of the
shareholders’ vote at the Meeting by requesting that the transfer
agent return such shares.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words
such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar
expressions. Such statements may include, but are not limited to,
statements regarding the date of the Meeting and the proposed
Contribution. These statements are based on current expectations on
the date of this press release and involve a number of risks and
uncertainties that may cause actual results to differ
significantly. Coliseum does not assume any obligation to update or
revise any such forward-looking statements, whether as the result
of new developments or otherwise. Readers are cautioned not to put
undue reliance on forward-looking statements.
Additional Information and Where to Find It
On June 7, 2023, the Coliseum filed a definitive proxy statement
with the Securities and Exchange Commission (the “SEC”) in
connection with its solicitation of proxies for the Meeting, as
amended by that certain Supplement to the Proxy Statement that was
filed with the SEC on June 14, 2023. INVESTORS AND SECURITY HOLDERS
OF COLISEUM ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS COLISEUM FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain
free copies of the definitive proxy statement (including any
amendments or supplements thereto) and other documents filed with
the SEC through the web site maintained by the SEC at
www.sec.gov.
Participants in the Solicitation
Coliseum and its respective directors and officers may be deemed
to be participants in the solicitation of proxies from shareholders
in connection with the Meeting. Additional information regarding
the identity of these potential participants and their direct or
indirect interests, by security holdings or otherwise, is set forth
in the definitive proxy statement. You may obtain free copies of
these documents using the sources indicated above.
About Coliseum Acquisition Corp.
Coliseum is a blank check company incorporated on February 5,
2021, as a Cayman Islands exempted company for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses.
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version on businesswire.com: https://www.businesswire.com/news/home/20230615799048/en/
Company Contact: Jason Beren CFO (617) 416-6749
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