| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Coliseum Acquisition Corp. [ MITA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 12/31/2024 | M(1) | 1 | A | (1) | 1,075,000 | D | |||
| Class A Ordinary Shares | 12/31/2024 | D(2) | 424,880 | D | $0.00 | 650,120 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Share | (1) | 12/31/2024 | M(1) | 1 | (1) | (1) | Class A Ordinary Share | 1 | $0 | 0 | D | ||||
| Private Placement Warrants | $11.5 | 12/31/2024 | D(3) | 2,257,500(3) | (4) | (4) | Class A Ordinary Share | 2,257,500 | (4) | 0 | I | By Berto, LLC(5) | |||
| Explanation of Responses: |
| 1. In connection with and immediately prior to the closing of the business combination ("Business Combination") between Coliseum Acquisition Corp. ("Coliseum"), Rain Enhancement Technologies, Inc., and Rain Enhancement Technologies Holdco, Inc. ("Holdco"), the sole outstanding Coliseum Class B ordinary share, par value $0.001 per share ("Class B Ordinary Share"), was converted into one Class A ordinary share, par value $0.001 per share, of Coliseum ("Coliseum Class A Ordinary Shares") in accordance with Coliseum's Amended and Restated Memorandum and Articles of Association. Prior to such conversion, the Coliseum Class B Ordinary Share had no expiration date. |
| 2. In connection with the consummation of the Business Combination, Harry L. You forfeited 424,880 Coliseum Class A Ordinary Shares for no consideration pursuant to the terms of the Non-Redemption Agreements dated November 22, 2023, between Mr. You, Coliseum, and the other parties thereto. |
| 3. In connection with the Business Combination, Berto LLC ("Berto") agreed to exchange the 2,257,500 private placement warrants held by it for an aggregate of 564,375 shares of Holdco Class A common stock, par value $0.0001 per share. |
| 4. Each such private placement warrant entitled the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, 30 days after the consummation of the Business Combination. |
| 5. Mr. You is the sole member of Berto and has voting and investment discretion with respect to the securities held of record by Berto. Mr. You disclaims beneficial ownership of the securities held by Berto, except to the extent of his pecuniary interest therein. |
| /s/ Harry L. You | 01/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
