Extraordinary General Meeting of Coliseum
Shareholders Scheduled for December 23, 2024
Coliseum Acquisition Corp. (“Coliseum”) (Nasdaq: MITA, MITAU,
MITAW), a publicly traded special purpose acquisition company, and
Rain Enhancement Technologies, Inc. (“RET”), an emerging company
developing rainfall generation technology, today announced that the
registration statement on Form S-4 (File No. 333-283425) (as
amended, the “Registration Statement”), filed by RET and Rain
Enhancement Technologies Holdco, Inc., a wholly-owned subsidiary of
RET (“Holdco”), relating to the previously announced business
combination among Coliseum, RET, Holdco, and the other parties
thereto (the “Business Combination”), has been declared effective
by the U.S. Securities and Exchange Commission (“SEC”).
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The extraordinary general meeting of Coliseum shareholders in
connection with the Business Combination (the “Extraordinary
General Meeting”) will be held on December 23, 2024. The proxy
statement/prospectus relating to the Extraordinary General Meeting
will be mailed to Coliseum’s shareholders of record as of the close
of business on November 26, 2024.
The parties anticipate that the Business Combination will close
in December 2024, subject to satisfaction of the conditions to the
closing of the Business Combination.
About Rain Enhancement Technologies, Inc.
RET was founded to provide the world with reliable access to
water, one of life’s most important resources. To achieve this
mission, RET aims to develop, manufacture and commercialize
ionization rainfall generation technology. This weather
modification technology seeks to provide the world with reliable
access to water, and transform business, society and the planet for
the better.
About Coliseum Acquisition Corp.
Coliseum Acquisition Corp. is a special purpose acquisition
company whose business purpose is to effectuate a merger, share
exchange, asset acquisition, share purchase, reorganization or
other similar business combination with one or more businesses.
Additional Information about the Business Combination and
Where to Find it
As previously disclosed, Coliseum 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, Coliseum will complete a business
combination transaction between Coliseum, RET, and Holdco (the
“Business Combination”). The Business Combination will be submitted
to shareholders of Coliseum for their consideration. The
Registration Statement filed by RET and Holdco, which was declared
effective by the SEC on December 10, 2024, includes a proxy
statement/prospectus that is both the proxy statement of Coliseum
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 will be
mailed to Coliseum’s shareholders of record as of November 26,
2024, the record date established for voting on the Business
Combination. Coliseum, RET, and/or Holdco may also file other
relevant documents regarding the Business Combination with the SEC.
This press release does 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, Coliseum and other interested persons are urged to read the
Proxy Statement/Prospectus and any amendments or supplements
thereto in connection with Coliseum’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 Coliseum, 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 Coliseum, RET and/or Holdco
through the website maintained by the SEC at www.sec.gov. The
documents filed by Coliseum, RET, and/or Holdco with the SEC also
may be obtained free of charge upon written request to Coliseum at
Coliseum Acquisition Corp., 1180 North Town Center Drive, Suite
100, Las Vegas, Nevada 89144.
Participants in the Solicitation
Coliseum, RET, Holdco and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies of Coliseum’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
Coliseum’s securities are, or will be, contained in Coliseum’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.
Forward-Looking Statements
Certain statements included in this press release 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 press release, and on the current expectations
of RET’s and Coliseum’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
Coliseum, 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 Coliseum’s shareholders and
the satisfaction of the minimum cash condition; the amount of
redemption requests made by Coliseum’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 Coliseum’s Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and other documents
filed by Coliseum, Holdco, and RET from time to time with the SEC.
There may be additional risks that neither Coliseum, Holdco, nor
RET presently know or that Coliseum, 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 press release, and such
information may be inaccurate or incomplete. Coliseum, 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 press release does 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
Coliseum 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20241210243863/en/
Investors RainwaterTechIR@icrinc.com
Media RainwaterTechPR@icrinc.com
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