Business combination vote scheduled for
December 23, 2024 at 9:00 am ET; Coliseum will also hold extension
vote if additional time is necessary to complete the business
combination
Shareholders who wish to redeem in connection
with both redemption events must submit redemption requests for
both the Business Combination Meeting and Extension Meeting
Coliseum Acquisition Corp., a Cayman Islands exempted company
(“Coliseum”) (NASDAQ: MITA), today reminded shareholders to vote in
connection with the proposed business combination between Coliseum
and Rain Enhancement Technologies, Inc. (the “Business
Combination”), and in connection with the proposed extension of
time to complete the Business Combination (the “Extension”).
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The extraordinary general meeting of Coliseum shareholders in
connection with the Business Combination (the “Business Combination
Meeting”) is scheduled to occur at 9:00 a.m. ET on December 23,
2024. Shareholders of record as of the close of business on
November 26, 2024, the record date for the Business Combination
Meeting, will be entitled to vote their shares at the Business
Combination Meeting either in person or by proxy. Notice of the
Business Combination Meeting was mailed on December 10, 2024 to
shareholders of record as of November 26, 2024.
The parties are working together to expeditiously satisfy the
conditions to completing the Business Combination, however, there
can be no assurance that the Business Combination will be
consummated within the time period required by Coliseum’s governing
documents, which currently provide that Coliseum must consummate
its initial consummation by December 25, 2024.
Accordingly, Coliseum has mailed to shareholders of record as of
November 26, 2024, a proxy statement relating to a shareholder
meeting to seek approval of an extension of the time that Coliseum
has to complete the Business Combination (the “Extension Meeting”).
The Extension Meeting is scheduled to occur at 9:00 a.m. ET on
December 23, 2024. Coliseum intends to bring the proposals to
approve the Extension and related matters to a vote of shareholders
during the Extension Meeting if Coliseum determines that additional
time is necessary to complete the Business Combination. Notice of
the Extension Meeting was mailed on December 13, 2024 to
shareholders of record as of November 26, 2024.
Coliseum urges shareholders to vote FOR all items submitted for
shareholder approval at the Business Combination Meeting and, if
necessary, FOR all items submitted for shareholder approval at the
Extension Meeting.
Shareholders who have not yet voted so are encouraged to vote as
soon as possible. If any such shareholders have questions or need
assistance in connection with the Business Combination Meeting or
the Extension Meeting, please contact the Company’s proxy
solicitor, Sodali & Co., by calling (800) 662-5200, or banks
and brokers can call collect at (203) 658-9400, or by emailing
MITA.info@investor.sodali.com.
Redemption Requests
Coliseum public shareholders are entitled to submit their public
shares for redemption in connection with both the Business
Combination Meeting and the Extension Meeting. On December 16,
2024, the redemption price per public share was approximately
$11.39, which is expected to be the same approximate amount two (2)
business days prior to each of the Business Combination Meeting and
Extension Meeting.
Shareholders who wish to ensure that their public shares are
redeemed in the event that either the Business Combination is
consummated or the Extension is implemented must instruct
Coliseum’s transfer agent to redeem such shares in connection with
both the Business Combination Meeting and the Extension Meeting, no
later than the redemption deadline for each meeting, which is
December 19, 2024, at 5:00 p.m. ET.
Coliseum cannot assure you whether it will hold the Business
Combination Meeting or the Extension Meeting on December 23, 2024.
If Coliseum holds the Business Combination Meeting and completes
the Business Combination, any public shares submitted for
redemption in connection with the Business Combination Meeting will
be redeemed; however, shares submitted for redemption solely in
connection with the Extension Meeting will not be redeemed in
connection with the Business Combination, and such shareholders
will remain shareholders of the combined company. If Coliseum holds
the Extension Meeting and implements the Extension, any public
shares submitted for redemption in connection with the Extension
Meeting will be redeemed; however, shares submitted for redemption
solely in connection with the Business Combination Meeting will not
be redeemed in connection with the Extension, and such shareholders
will remain shareholders of Coliseum.
Shareholders who wish to withdraw their previously submitted
redemption request may do so prior to the taking of the
shareholders’ vote at the Business Combination Meeting and/or the
Extension Meeting, or thereafter with Coliseum’s consent, by
requesting that the transfer agent return such shares. You may
contact the transfer agent, Continental Stock Transfer & Trust
Company, at 1 State Street, 30th Floor, New York, New York 10004,
Attn: SPAC Redemption Team, or by email at
spacredemptions@continentalstock.com.
Proposals to be Submitted for Vote at the Business
Combination Meeting
At the Business Combination Meeting, Coliseum will seek
shareholder approval of (1) a proposal to approve and adopt the
Business Combination Agreement, dated as of June 25, 2024 and
amended on August 22, 2024, by and among Coliseum, Rain Enhancement
Technologies, Inc., and the other parties thereto, (2) a proposal
to approve and adopt the plan of merger in connection with the
Business Combination, and (3) adjournment of the Business
Combination Meeting.
Proposals to be Submitted for Vote at the Extension
Meeting
At the Extension Meeting, Coliseum will seek shareholder
approval of:
- a proposal to extend the period of time in which Coliseum must
complete an initial business combination from December 25, 2024 to
December 31, 2024, and to allow Coliseum, without another
shareholder vote, by resolution of Coliseum’s board of directors,
to elect to further extend such date up to two times for an
additional one month each time, until up to February 28, 2025, only
if Berto LLC (or its affiliate or designee would deposit into the
trust account established in connection with Coliseum’s initial
public offering (the “Trust Account”), as a loan, (i) on or before
December 25, 2024, with respect to the initial extension to
December 31, 2024, $17,500, 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, $75,000; provided that
such amendment would not be implemented if Coliseum completes its
initial business combination on or prior to December 25, 2024;
- a proposal to amend Coliseum’s amended and restated memorandum
and articles of association to remove the language which permits
Coliseum to withdraw up to $100,000 of interest earned on the funds
held in the Trust Account to pay dissolution expenses if Coliseum
fails to consummate its initial business combination by the end of
the combination period set forth in the amended and restated
memorandum and articles of association; provided that such
amendment would not be implemented if Coliseum completes its
initial business combination on or prior to December 25, 2024;
- a proposal to amend the Investment Management Trust Agreement,
dated June 22, 2021 and amended on June 21, 2023, by and between
Coliseum and Continental Stock Transfer & Trust Company, to
remove the language which permits Coliseum to withdraw up to
$100,000 of interest earned on the funds held in the Trust Account
to pay dissolution expenses if Coliseum fails to consummate its
initial business combination by the end of the combination period
set forth in the amended and restated memorandum and articles of
association; provided that such amendment would not be implemented
if Coliseum completes its initial business combination on or prior
to December 25, 2024; and
- adjournment of the Extension Meeting.
The foregoing proposals will not be implemented if Coliseum
completes its initial business combination on or prior to December
25, 2024.
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 Rain Enhancement Technologies, Inc.
(“RET”), Rain Enhancement Technologies Holdco, Inc. (“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 the Business Combination. The Business Combination will be
submitted to shareholders of Coliseum 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 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
was 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.
Additional Information about the Extension and Where to Find
it
Coliseum filed with the SEC a definitive proxy statement dated
December 13, 2024 (the “Extension Proxy Statement”) in connection
with Coliseum’s solicitation of proxies for the vote by Coliseum
shareholders at the Extension Meeting. The Extension Proxy
Statement was mailed to Coliseum’s shareholders of record as of
November 26, 2024, the record date established for voting on the
Extension. Coliseum may also file other relevant documents
regarding the Extension with the SEC. This press release does not
contain all the information that should be considered concerning
the Extension and is not intended to form the basis of any
investment decision or any other decision in respect of the
Extension. Before making any voting or investment decision,
investors, security holders of Coliseum, and other interested
persons are urged to read the Extension Proxy Statement 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
Extension, because these documents will contain important
information about Coliseum and the Extension.
Investors and security holders will also be able to obtain free
copies of the Extension Proxy Statement and all other relevant
documents filed or that will be filed with the SEC by Coliseum
through the website maintained by the SEC at www.sec.gov. The
documents filed by Coliseum 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. You may obtain free copies of these documents
using the sources indicated above.
Coliseum and its respective directors and officers may be deemed
to be participants in the solicitation of proxies from shareholders
in connection with the Extension. 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 Extension Proxy Statement. You may obtain free copies of
these documents using the sources indicated above.
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 or Extension. 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/20241217362143/en/
Investors RainwaterTechIR@icrinc.com
Media RainwaterTechPR@icrinc.com
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