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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Coliseum Acquisition Corp. (Name of Issuer) |
Class A ordinary shares, $0.001 par value per share (Title of Class of Securities) |
G2263T123 (CUSIP Number) |
Harry L. You 1180 North Town Center Drive, Suite 100 Las Vegas, NV, 89144 702-781-4313 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/20/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G2263T123 |
| 1 |
Name of reporting person
Harry L. You | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,075,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
19.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to row 7, 9 and 11:
Reflects 1,074,999 Class A ordinary shares, par value $0.001 per share ('Class A Shares') of Coliseum Acquisition Corp. ('Issuer') and 1 Class B ordinary share, par value $0.001 per share ('Class B Share') of the Issuer. The Class B Share is convertible into Class A Shares as described under the heading 'Description of Securities' in the Issuer's Registration Statement on Form S-1 (File No. 333-254513), as amended, and has no expiration date. Excludes 2,257,500 Class A Shares issuable upon the exercise of 2,257,500 warrants of the Issuer, which are beneficially owned by the Reporting Person, because such warrants may be exchanged for shares of Rain Enhancement Technologies Holdco, Inc. ('Holdco'), subject to the completion of the Issuer's initial business combination with Holdco and the other terms of the Warrant Exchange Agreement described in Item 6 to this Report.
Note to row 13:
Based on 5,537,112 Class A Shares outstanding as of November 26, 2024, as disclosed in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 13, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, $0.001 par value per share | |
| (b) | Name of Issuer:
Coliseum Acquisition Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1180 North Town Center Drive, Suite 100, Las Vegas,
NEVADA
, 89144. | |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") supplements the information set forth in the Schedule 13D (the "Schedule 13D") filed with the United States Securities and Exchange Commission (the "SEC") on July 5, 2023 by Harry L. You relating to the Class A ordinary shares, par value $0.001 per share ("Class A Shares"), of Coliseum Acquisition Corp. (the "Issuer"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Items 4 and 6 to the Schedule 13D are supplementally amended as follows, and Item 5 to the Schedule 13D is amended and restated as follows. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
On December 14, 2024, Mr. You transferred by gift for no consideration to unaffiliated third parties an aggregate of 1,550,000 Class A Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated in its entirety as follows:
The information set forth in the facing pages of this Schedule 13D with respect to the beneficial ownership of the Reporting Person is incorporated by reference into this Item 5. The aggregate number of Class A Shares owned by the Reporting Person is 1,075,000 shares, which includes one Class A Share issuable upon the conversion of one Class B Share held by the Reporting Person which may be converted at any time and from time to time at the option of the Reporting Person. Such amount excludes 2,257,500 Class A Shares issuable upon the exercise of 2,257,500 warrants of the Issuer, which are beneficially owned by the Reporting Person, because such warrants may be exchanged for shares of Rain Enhancement Technologies Holdco, Inc. ("Holdco"), subject to the completion of the Issuer's initial business combination with Holdco and the other terms of the Warrant Exchange Agreement described in Item 6 to this Amendment. | |
| (b) | The Reporting Person has sole voting and dispositive power over the Class A Shares reported in this Schedule 13D. | |
| (c) | Except for the transactions described in Item 4 and 6 of this Schedule 13D, the Reporting Person has not engaged in any transaction during the past 60 days involving the ordinary shares of the Issuer. | |
| (d) | To the best knowledge of the Reporting Person, no one other than the Reporting Person, or the affiliates of the Reporting Person, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the Class A Shares reported herein as beneficially owned by the Reporting Person. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
Private Placement Warrant Exchange
On December 17, 2024, in connection with the proposed business combination among the Issuer, Rain Enhancement Technologies, Inc. ("RET"), Holdco, Rainwater Merger Sub 1, Inc. and Rainwater Merger Sub 2A, Inc. (the "Business Combination"), the Issuer and Holdco entered into an agreement (the "Warrant Exchange Agreement") with the holders of warrants issued by the Issuer in a private placement prior to its initial public offering (the "Private Placement Warrants"), which includes Berto LLC, a limited liability company the sole member of which is Harry You ("Berto").
Pursuant to the Warrant Exchange Agreement, Berto agreed to exchange, at the closing of the Business Combination, all 2,257,500 Private Placement Warrants held by it for shares of Class A common stock of Holdco, par value $0.0001 per share ("Holdco Class A Common Stock"), at an exchange ratio of 0.25 shares of Holdco Class A Common Stock per Private Placement Warrant (the "Warrant Exchange"). Prior to the Warrant Exchange, such warrants Private Placement Warrants pursuant to their terms were exercisable for the Issuer's Class A Shares at an initial exercise price of $11.50 per share beginning 30 days after the closing of the Business Combination. Accordingly, as a result of the Warrant Exchange, Holdco will issue to Berto 564,375 shares of Holdco Class A Common Stock at the closing of the Business Combination and such Private Placement Warrants will be cancelled and no longer outstanding. The shares issued in connection with the Warrant Exchange will be subject to a two-year lockup following the closing of the Business Combination.
Subscription Agreement
On December 23, 2024, in connection with the Business Combination, an affiliate of the Reporting Person entered into a subscription agreement with Holdco pursuant to which such affiliate agreed, subject to the closing of the Business Combination and the other terms of such subscription agreement, to purchase in a private placement $500,000 of shares of Holdco Class A Common Stock at a price per share equal to the redemption price for the Issuer's Class A Shares in the Business Combination. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 3 - Warrant Exchange Agreement, dated December 17, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2024). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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