美国

证券交易委员会

华盛顿特区 20549

表单 8-K

当前报告

根据1934年证券交易法第13或15(d)条

证券交易法第1934条

报告日期（最早事件报告日期）：2024年12月19日

Coliseum Acquisition Corp.

(注册人名称如章程中所列)

1180 North Town Center Drive, 100号套房

拉斯维加斯, 内华达州 89144

（主要执行办公室地址，包括 邮政编码）

注册人的电话号码，包括 区号：(702) 781-4313

不适用

(如果自上次报告以来已更改，前名称或前地址)

如果本表8-k的提交旨在同时满足注册人在以下任何条款下的提交义务，请在下面勾选适当的框 ：

根据该法第12(b)条注册的证券：

请在以下复选框内打勾，表明注册申请人是否为《1933年证券法规则》第405条或本章第230.405条或《1934年证券交易所法》第1202.2条或本章第240.12亿.2条定义的新兴成长型企业。

新兴成长 公司 x

如果是新兴成长性企业，请勾选是否选择使用延长的过渡期以符合任何新的或修订的财务会计准则，根据《交易法》第13(a)节的规定。 ¨

如之前披露的，Coliseum Acquisition Corp.（以下简称“公司）已安排召开一次特别股东大会， 会议将在2024年12月23日上午9:00于万享律师事务所召开， 以讨论与业务结合相关事项 （以下定义）及（以下简称“商业合并会议）和召开一次特别股东大会 会议将在2024年12月23日上午9:00于万享律师事务所召开，以寻求股东对延期的批准（以下定义） (“延期会议”以及与业务合并会议一起， 会议”).

赎回 反转

股东 有权在业务合并会议和延期会议期间提交其公开股票进行赎回。 与会议相关的赎回截止日期是2024年12月19日下午5:00，东部时间。 每股公开股票的预计赎回价格约为$11.39。

公司已决定允许赎回股东通过2024年12月20日下午5:00（东部时间）在会议期间撤销赎回，且无需道富银行或其赞助商的批准。股东可以通过联系公司的转账代理，康廷ental 股票转仓和信托公司，地址为纽约州纽约市道富银行1号，30楼，邮政编码10004（电子邮件： spacredemptions@continentalstock.com).

Potential Purchases of Public Shares

某些第三方非关联投资者已表明他们打算在会议之前在公开市场上购买最多约200,000股普通股，并且不会赎回这些股票。尚未就任何此类购买达成明确协议，我们不能保证这些人会购买所有或任何指示的股票。

关于业务组合的更多信息及其查找地点

如先前披露的，Coliseum已于2024年6月25日与Rain Enhancement Technologies, Inc.（“RET”）、Rain Enhancement Technologies Holdco, Inc.（“Holdco”）及其其他相关方签订了一项业务组合协议，并于2024年8月22日进行了修订，该协议规定，在满足或放弃其中的条件后，Coliseum将完成业务组合 在公司与Rain Enhancement Technologies, Inc.（“业务组合”）之间业务组合将提交Coliseum的股东进行审议。注册表 表格S-4的注册声明（文件编号333-283425）（经修订的“注册声明”）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 Current Report on Form 8-k and the exhibit hereto do 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 to approve an amendment to the Company’s amended and restated memorandum and articles of association to extend (the “Extension”) the date by which the Company must consummate an initial business combination from December 25, 2024 (the “Termination Date”) to December 31, 2023 and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors, to elect to further extend such date up to two times for an additional one month each time, until February 28, 2025, provided that Berto LLC or its affiliate or designee deposits into the trust account established in connection with the Company’s initial public offering, 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 Extension would not be implemented if the Company completes its initial business combination on or prior to the Termination Date 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 Current Report on Form 8-K and the exhibit hereto do 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 Current Report on Form 8-K and the exhibit hereto 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 Current Report on Form 8-K or the exhibit hereto, 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 Current Report on Form 8-K, 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 Current Report on Form 8-K and the exhibit hereto do 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.

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.