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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): October 25, 2023

 

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 8.01. Other Events

 

On October 25, 2023, Coliseum Acquisition Corp. (the “Company”) issued a press release announcing that, on October 25, 2023, its board of directors (the “Board”) elected to extend the date by which the Company has to consummate a business combination (the “Deadline Date”) from October 25, 2023 for an additional month to November 25, 2023. The Company’s Amended and Restated Memorandum and Articles of Association provides the Company the right to extend the Deadline Date twelve times for an additional one month each time (each, an “Extension”), from June 25, 2023, the initial Deadline Date, to up to June 25, 2024. In connection with the fifth Extension, the Board delivered Berto LLC, an affiliate of Harry L. You, the Company’s chairman (“Berto”) a written request to draw down $100,000 under its previously-disclosed promissory note for the fifth month of the Extension. On October 25, 2023, Berto deposited $100,000 into the Company’s trust account in connection with the fifth Extension.

 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.    Description
99.1   Press Release, issued October 25, 2023
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: October 25, 2023    

 

 

 

Exhibit 99.1

 

Coliseum Acquisition Corp. Announces

Fifth Extension of Deadline to Complete Initial Business Combination

 

New York, NY, October 25, 2023 -- Coliseum Acquisition Corp. (NASDAQ: MITAU, MITA, MITAW) (“Coliseum” or the “Company”), announced today that on October 25, 2023 its board of directors (the “Board”) decided to extend the date by which the Company must consummate an initial business combination (the “Deadline Date”) from October 25, 2023 for an additional month, to November 25, 2023. This is the fifth of twelve potential one-month extensions of the Deadline Date available to the Company pursuant to its Amended and Restated Memorandum and Articles of Association. Coliseum further announced that Berto LLC, an affiliate of Harry L. You, deposited $100,000 into Coliseum’s trust account in connection with this extension.

 

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.

 

Contacts

 

Oanh Truong

Chief Financial Officer

(714) 622-8733

 

 

 

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