공지 • Aug 19
Nasdaq Hearings Panel Grants 180 Days Extension to Coliseum Acquisition Corp.'s to Regain Compliance with Nasdaq IM-5101-2 As previously reported, on June 25, 2024, Coliseum Acquisition Corp. (the Company") received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq") indicating that the Company was not in compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement and that, unless the Company timely requested a hearing, the Company's securities would be subject to suspension and delisting. The Company requested a hearing and the hearing was held on August 8, 2024. On August 14, 2024, the Nasdaq Hearings Panel notified the Company that it granted the Company's request for continued listing on Nasdaq and an exception to Nasdaq IM-5101-2. Specifically, the Company will now have 180 days from the date of the delisting notice, or until December 23, 2024, to complete its initial business combination, provided that the Company provides the Hearings Panel with certain progress updates relating to the status of the business combination. 공지 • Jun 29
Coliseum Acquisition Receives a Notice from Nasdaq Due to its Non-Compliance with Nasdaq IM-5101-2 On June 25, 2024, Coliseum Acquisition Corp. (the ‘Company’) received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (‘Nasdaq’) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the ‘Panel’), the Company’s securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on July 5, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company intends to timely request a hearing before the Panel to request additional time to complete its previously announced business combination with Rain Enhancement Technologies Inc. If timely filed, the hearing request will result in a stay of any suspension or delisting action pending the hearing. 공지 • Jun 27
Rain Enhancement Technologies, Inc. (RET) entered into a business combination agreement to acquire Coliseum Acquisition Corp. (NasdaqCM:MITA) from Coliseum Acquisition Sponsor LLC, Berto LLC, Harry L. You and others for $45 million in a reverse merger transaction. Rain Enhancement Technologies, Inc. (RET) entered into a business combination agreement to acquire Coliseum Acquisition Corp. (NasdaqCM:MITA) from Coliseum Acquisition Sponsor LLC, Berto LLC, Harry L. You and others for $45 million in a reverse merger transaction on June 25, 2024. RET will rollover equity in the amount of $45 million in the combined company and will hold 52.4% stake in the merged entity at 100% redemption. Upon closing, it is intended that the combined company will be listed on Nasdaq under the ticker symbol “RAIN.” RET’s management team, led by CEO Chris Riley, will continue to lead the public company following the transaction.
Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to certain conditions, including any required regulatory approvals; the requisite approval by Coliseum’s and RET’s shareholders having been obtained; the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended; Class A Common Stock to be issued in connection with the Business Combination having been accepted for listing on Nasdaq or another national securities exchange mutually agreed to in writing by the parties to the Business Combination Agreement; the sum of the funds contained in the trust account (after giving effect to redemptions of Coliseum Public Shares and before the payment of transaction expenses), together with the cash on Coliseum’s balance sheet and the aggregate amount of gross proceeds from any Closing Offering, being equal to or greater than $10,000,000. Upon recommendation of the transaction committee of the board of directors of Coliseum, Coliseum Board has determined that the transaction is in the best interests of Shareholders and approved this agreement. The board of directors of RET unanimously approved this Agreement. The Business Combination is expected to close in the third quarter of 2024.
Stephen J. Doyle of TCF Law Group, PLLC is acting as legal counsel to RET. Joel Rubinstein of White & Case LLP is acting as legal counsel to Coliseum. Continental Stock Transfer & Trust Company acted as transfer agent to Coliseum Acquisition Corp. 공지 • Apr 02
Coliseum Acquisition Corp. announced delayed annual 10-K filing On 04/01/2024, Coliseum Acquisition Corp. announced that they will be unable to file their next 10-K by the deadline required by the SEC. 공지 • Sep 27
Coliseum Acquisition To Be Delisted from the Nasdaq Capital Market, Trading of Ordinary Shares To Be Suspended At Opening of Business on September 29, 2023 As previously disclosed in the Current Report on Form 8-K filed on March 27, 2023 with the Securities and Exchange Commission, Coliseum Acquisition Corp., a Cayman Islands exempted company (the “ Company”), received a written notice on March 21, 2023 from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market (“ Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(3), which requires the Company to have at least 300 public holders for continued listing on The Nasdaq Capital Market (the “ Minimum Public Holders Rule”). The Company submitted a plan to regain compliance with the Minimum Public Holders Rule on June 26, 2023. Nasdaq approved the plan and granted the Company an extension until September 17, 2023 to demonstrate compliance with the Minimum Public Holders Rule (the “ Compliance Period”). On September 20, 2023, the Company received written notice (the “ Delisting Letter”) from Nasdaq stating that the Company has not regained compliance with the Minimum Public Holders Rule within the Compliance Period. According to the Delisting Letter, unless the Company requests an appeal of this determination, the Company’s securities will be delisted from The Nasdaq Capital Market, trading of the Company’s ordinary shares will be suspended at the opening of business on September 29, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq. The Delisting Letter does not impact the Company’s obligation to file periodic reports with the Securities and Exchange Commission under applicable federal securities laws. The Company intends to appeal Nasdaq’s delisting determination by requesting a hearing before a Hearings Panel (the “ Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Such request would automatically stay the suspension of the Company’s securities pending the Panel’s decision. New Risk • Aug 17
New major risk - Financial position The company's debt is not well covered by operating cash flow. Currently running at an operating cash loss. This is considered a major risk. If the company's operating cash flows are too small relative to the size of their debt, it increases their balance sheet risk. The company has less cash from operations to cover its expenses from servicing large debt and it increases the risk of liquidity issues. It also extends the time it would take for the company to pay back the debt in full, meaning it may not be able to easily pay it all off in a distress scenario. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Negative equity (-US$1.8m). Revenue is less than US$1m. Minor Risks Less than 3 years of financial data is available. Large one-off items impacting financial results. 공지 • May 16
Coliseum Acquisition Corp. announced delayed 10-Q filing On 05/15/2023, Coliseum Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공지 • Apr 01
Coliseum Acquisition Corp. announced delayed annual 10-K filing On 03/31/2022, Coliseum Acquisition Corp. announced that they will be unable to file their next 10-K by the deadline required by the SEC. 공지 • Aug 17
Coliseum Acquisition Corp. announced delayed 10-Q filing On 08/16/2021, Coliseum Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC.