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): 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)		(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:

 

¨	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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On September 24, 2024, the shareholders of Coliseum Acquisition Corp. (the “Company”) approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to extend the date by which the Company has to consummate an initial business combination, which is described in more detail in Item 5.07 below.

 

A copy of the Articles amendment will be filed with the Cayman Islands Registrar of Companies. Under Cayman Islands law, the Articles amendment was effective upon the approval by the Company’s shareholders.

 

The foregoing description of the Articles amendment is qualified in its entirety by the full text of the Articles amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The disclosure set forth in Item 5.03 is incorporated into this Item 5.07 by reference.

 

On September 20, 2024, Company convened an extraordinary general meeting (the “Meeting”). As of August 23, 2024, the record date for the Meeting, there were 6,626,361 ordinary shares of the Company issued and outstanding and entitled to vote at Meeting, of which 6,626,360 were Class A ordinary shares of the Company, par value $0.001 per share (“Class A Shares”) and 1 was a Class B ordinary share of the Company, par value $0.001 per share (“Class B Shares”). Holders of 4,940,573 of the Company’s ordinary shares were represented at the Meeting, of which 4,940,572 were Class A Shares and 1 was a Class B Share. Therefore, a quorum was present.

 

At the Meeting, shareholders voted on and approved a proposal (the “Adjournment Proposal”) to adjourn the Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, based on the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (as defined below) or if the Company determines that additional time is necessary to effectuate the New Extension.

 

Approval of Adjournment Proposal

 

Votes For			Votes Against			Abstentions
4,939,636			937			0

 

Following the approval of the Adjournment Proposal, the Meeting was adjourned to September 24, 2024 at 12:00 p.m.

 

On September 24, 2024, the Company reconvened the Meeting.

 

 

At the Meeting, shareholders voted on and approved a proposal (the “Extension Amendment Proposal”) to amend the Articles to extend (the “New Extension”) the date by which the Company has to consummate a business combination from September 25, 2024 to October 25, 2024 (as extended, the “Extended Date”) and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors (the “Board”), to elect to further extend the Extended Date up to two times for an additional one (1) month each time, until up to December 25, 2024, only if Berto LLC or its affiliate or designee would deposit (the “New Contribution”) into the trust account established in connection with the Company’s initial public offering (the “Trust Account”), as a loan, (i) on or before September 25, 2024, with respect to the initial extension, the lesser of (x) $50,000 and (y) $0.04 multiplied by the number of the Company’s Class A Shares, issued as part of the units sold in the Company’s initial public offering (the “Units”, and with respect to the Class A Shares included in the Units sold, the “Public Shares”) then outstanding, and (ii) one business day following the public announcement by the Company disclosing that the Board has determined to implement an additional monthly extension, with respect to each such additional extension, the lesser of (x) $50,000 and (y) $0.04 multiplied by the number of Public Shares of the Company then outstanding, up to a maximum aggregate New Contribution amount of $150,000 if all monthly extensions are exercised.

 

 Approval of Extension Amendment Proposal

 

Votes For			Votes Against			Abstentions
4,939,436			1,137			0

 

Item 8.01. Other Events.

 

In connection with the Meeting, shareholders holding an aggregate of 1,089,249 Class A Shares exercised their right to redeem their shares for approximately $11.18 per share of the funds held in the Company’s Trust Account, leaving approximately $19.99 million in cash in the Trust Account after satisfaction of such redemptions. Following such redemptions, the Company had an aggregate of 5,537,112 ordinary shares outstanding, of which 5,537,111 were Class A Shares and 1 was a Class B Share.

 

 Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File (formatted as inline XBRL).

 

 

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.
	By:	/s/ Oanh Truong
		Name:	Oanh Truong
		Title:	Chief Financial Officer
Dated: September 25, 2024

 

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 Company has until October 25, 2024 to consummate a Business Combination; provided, however, that commencing on October 25, 2024, the Company has the right, by resolution of the Board of Directors, to extend the time it has to consummate a Business Combination (the “Combination Period”) up to two times, for an additional one month each time, until up to December 25, 2024 (the “Termination Date”), only if the New Sponsor or its affiliate or designee would deposit into the Trust Account, as a loan, (i) on or before September 25, 2024, with respect to the initial extension, the lesser of (x) $50,000 and (y) $0.04 multiplied by the number of Public Shares of the Company then outstanding and (ii) one business day following the public announcement by the Company disclosing that the Board has determined to implement an additional monthly extension, with respect to each such additional extension, the lesser of (x) $50,000 and (y) $0.04 multiplied by the number of Public Shares of the Company then outstanding, up to a maximum aggregate contribution amount of $150,000. The Company’s board of directors has the sole discretion whether to extend the Combination Period. In the event that the Company has not consummated a Business Combination on or before the Termination Date and determines not to extend the Combination Period, or the if the Company does extend the Combination Period to the maximum possible Termination Date and the Company does not consummate a Business Combination before such Termination Date, such failure shall trigger an automatic redemption of the Public Shares (an “Automatic Redemption Event”) and the directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably possible but not more than ten (10) Business Days after the Termination Date or Additional Extended Date, as applicable, redeem the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of the remaining Members and directors, liquidate and dissolve the Company, subject to the Company's obligations under the Act to provide for claims of creditors and the requirements of other Applicable Law. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.

 

 

v3.24.3

Cover	Sep. 20, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 20, 2024
Current Fiscal Year End Date	--12-31
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	false
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

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