Filed by Rain Enhancement Technologies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to 14a-12 under the
Securities Exchange Act of 1934
Form S-4 File No.: 333-283425
Subject Company: Coliseum Acquisition Corp.
(Commission File No.: 001-40514)
Date: December 26, 2024
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): December 23, 2024
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:
| x | 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. ¨
EXPLANATORY NOTE
On December 23, 2024, Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company” or “Coliseum”) held two shareholder meetings. First, the Company held an extraordinary general meeting to seek shareholder approval of the proposed business combination (the “Business Combination”) between the Company, Rain Enhancement Technologies Inc., a Massachusetts corporation (“RET”), and Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”) (the “Business Combination Meeting”). Then, the Company held an extraordinary general meeting to seek shareholder approval of an extension of time to complete the Business Combination and related items (the “Extension Meeting”) The results of each meeting are reported in Item 5.07 of this Current Report on Form 8-K (this “Current Report”).
Additionally, as previously disclosed, because the Company did not complete its initial business combination on or before December 23, 2024, the Company is not in compliance with Nasdaq Listing Rule IM-5101-2, which requires a special purpose acquisition company to complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. As reported in Item 3.01 of this Current Report, the Company’s securities will be suspended from trading on Nasdaq at the open of trading on December 27, 2024.
The parties are working together to expeditiously satisfy the conditions to completing the Business Combination, including the condition that Holdco’s Class A common stock be approved for listing on Nasdaq. However, there can be no assurance that such conditions will be satisfied.
Item 1.01 Entry into a Material Definitive Agreement.
As described in more detail in Item 5.07 of this Current Report, on December 23, 2024, the Company’s shareholders approved the Trust Amendment Proposal (as defined below). The implementation of the shareholder-approved amendment to the Company’s Investment Management Trust Agreement, dated June 22, 2021, as amended (the “Trust Agreement”), was conditioned on the Company not completing the Business Combination on or before December 25, 2024. The Company determined it would be unable to complete the Business Combination on or before December 25, 2024, and accordingly, on December 24, 2024, the Company and Continental Stock Transfer & Trust Company, as trustee, entered into Amendment No. 2 to the Trust Agreement (the “Trust Amendment”).
The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing.
On December 26, 2024, the Company received a notice (“Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2 (“IM-5101-2”), and that its securities will be suspended from trading on Nasdaq at the open of trading on December 27, 2024.
Pursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. As previously disclosed, a Nasdaq Hearings Panel granted the Company until December 23, 2024, to complete its initial business combination, provided that the Company would provide the Nasdaq Hearings Panel with certain progress updates relating to the status of its business combination. The Company did not complete its initial business combination on or before December 23, 2024, and accordingly its securities are now subject to delisting.
In connection with the Business Combination, the Company and Holdco have applied to list Holdco’s securities on Nasdaq as of the closing of the Business Combination. Holdco and the Company intend to proceed with the Business Combination, including continuing to seek approval of Holdco’s application to list the Holdco securities, however, there can be no assurance that Holdco will satisfy Nasdaq’s initial listing requirements.
Item 5.03. Amendments to Articles of Incorporation or Bylaws
On December 23, 2024, as part of the Extension Meeting, the Company’s shareholders approved two amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”): the Extension Amendment and Dissolution Expenses Amendment (each as defined below), each of which is described in more detail in Item 5.07 below.
A copy of the Extension Amendment and Dissolution Expenses Amendment to the Articles will be filed with the Cayman Islands Registrar of Companies. Pursuant to their terms, such amendments were effective on December 25, 2024, when the Company did not complete the Business Combination by such date.
The foregoing description of the Extension Amendment and Dissolution Expenses Amendment is qualified in its entirety by the full text of such Articles amendments, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Business Combination Meeting
On December 23, 2024, the Company held the Business Combination Meeting. The Company’s shareholders voted on the following proposals at the Business Combination Meeting, each of which were approved. The final vote tabulation is set forth below.
Proposal No. 1 - The Business Combination Proposal
A proposal to approve, by ordinary resolution, the adoption of the Business Combination Agreement dated as of June 25, 2024 (as amended on August 22, 2024, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Coliseum, RET, Holdco, Rainwater Merger Sub 1, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holdco (“Merger Sub 1”), and Rainwater Merger Sub 2A, Inc., a Massachusetts corporation and wholly-owned subsidiary of Coliseum (“Merger Sub 2”).
The voting results for such proposal were as follows:
| Votes For | | Votes Against | | Abstentions |
| 4,709,468 | | 4,398 | | 0 |
Proposal No. 2 – The Merger Proposal
A proposal to approve, by special resolution, the adoption and approval of the Plan of Merger (as defined in the Business Combination Agreement) by and among Coliseum, Merger Sub 1, and Holdco, pursuant to which Coliseum will merge with and into Merger Sub 1, with Merger Sub 1 as the surviving company of such merger.
The voting results for such proposal were as follows:
| Votes For | | Votes Against | | Abstentions |
| 4,709,468 | | 4,398 | | 0 |
As there were sufficient votes to approve the Business Combination Proposal and Merger Proposal, the “Adjournment Proposal” described in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on December 10, 2024 was not required and the Company did not call the vote on that proposal.
Extension Meeting
On December 23, 2024, the Company held the Extension Meeting. The Company’s shareholders voted on the following proposals at the Extension Meeting, each of which were approved. The final vote tabulation is set forth below.
Proposal No. 1 - The Extension Amendment Proposal
A proposal to amend the Company’s Articles (the “Extension Amendment”) to extend the date by which it has to consummate a business combination from December 25, 2024 (the “Termination Date”) to December 31, 2024 (as extended, the “Extended Date”) and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors (the “Board”), to elect to further extend the Extended Date up to two (2) times for an additional one (1) month each time, until up to February 28, 2025, only if Berto LLC (the “New Sponsor”) or its affiliate or designee would deposit into the trust account established in connection with the Company’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 Articles amendment would not be implemented if the Company completes its initial business combination on or prior to the Termination Date.
| Votes For | | Votes Against | | Abstentions |
| 4,544,302 | | 4,398 | | 0 |
Proposal No. 2 - The Dissolution Expenses Amendment Proposal
A proposal to amend the Articles to remove the language in the Articles which permits the Company to withdraw up to $100,000 of interest earned on the funds held in the Trust Account to pay dissolution expenses if the Company fails to consummate a business combination by the end of the time period set forth in the Articles (such amendment, the “Dissolution Expenses Amendment”; such proposal, the “Dissolution Expenses Amendment Proposal”); provided that such Articles amendment would not be implemented if the Company completes its initial business combination on or prior to the Termination Date.
| Votes For | | Votes Against | | Abstentions |
| 4,544,302 | | 4,398 | | 0 |
Proposal No. 3 - The Trust Amendment Proposal
A proposal to amend the Trust Agreement to reflect the Dissolution Expenses Amendment (such proposal, the “Trust Amendment Proposal”); provided that such amendment would not be implemented if the Company completes its initial business combination on or prior to the Termination Date.
| Votes For | | Votes Against | | Abstentions |
| 4,544,302 | | 4,398 | | 0 |
As there were sufficient votes to approve the Extension Amendment Proposal, the Dissolution Expenses Amendment Proposal and the Trust Amendment Proposal, the “Adjournment Proposal” described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 13, 2024 was not required and the Company did not call the vote on that proposal.
Item 8.01. Other Events.
On December 24, 2024, pursuant to the terms of the Company’s Articles, as amended by the Extension Amendment and the Dissolution Expenses Amendment, the Board elected to extend the date by which the Company has to consummate a business combination from December 25, 2024 to December 31, 2024. In connection with such extension, the New Sponsor caused to be deposited an additional $17,500 into the Trust Account.
In connection with the Extension Meeting, shareholders holding an aggregate of 856,188 public shares exercised their right to redeem their shares for approximately $11.39 per share of the funds held in the Company’s Trust Account, for an aggregate of approximately $9.7 million.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Additional Information about the Business Combination and Where to Find it
As previously disclosed, Coliseum entered into a Business Combination Agreement with RET, 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 was approved by shareholders of Coliseum during the Business Combination Meeting, as described above. 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 Current Report and the exhibits 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 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, 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.
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.
Forward-Looking Statements
Certain statements included in this Current Report and the exhibits 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 or the exhibits 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, 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 and the exhibits 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. 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.
| | Coliseum Acquisition Corp. |
| | | |
| | By: | /s/ Oanh Truong |
| | Name: | Oanh Truong |
| | Title: | Interim Chief Executive Officer and Chief Financial Officer |
| | | |
| Dated: December 26, 2024 | | |
Exhibit 3.1
AMENDMENTS TO
THE AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
OF
COLISEUM ACQUISITION CORP.
The Extension Amendment
RESOLVED, as a special resolution, THAT:
The text of Article 36.2 of the Amended and Restated Memorandum of Association and Articles of Association of the Company be deleted in its entirety and replaced by the following:
(a) The Company has until December 25, 2024 to consummate a Business Combination; provided, however, that the Company has the right, by resolution of the Board of Directors, to extend the time it has to consummate a Business Combination (the “Combination Period”) from December 25, 2024 to December 31, 2024, and to further extend such date up to two times, for an additional one month each time, until up to February 28, 2025 (the “Termination Date”), only if the New Sponsor or its affiliate or designee would deposit into 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. The Board has the sole discretion whether to extend the Combination Period. In the event that the Company has not consummated a Business Combination on or before the Termination Date and determines not to extend the Combination Period, or the if the Company does extend the Combination Period to the maximum possible Termination Date and the Company does not consummate a Business Combination before such Termination Date, such failure shall trigger an automatic redemption of the Public Shares (an “Automatic Redemption Event”) and the directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably possible but not more than ten (10) Business Days after the Termination Date, redeem the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of the remaining Members and directors, liquidate and dissolve the Company, subject to the Company's obligations under the Act to provide for claims of creditors and the requirements of other Applicable Law. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.;
provided that such Articles amendment would not be implemented if the Company completes its initial business combination on or prior to the Termination Date.
The Dissolution Expenses Amendment
“RESOLVED, as a special resolution, THAT:
The text of the following definitions in Article 1.1 of the Articles be deleted in its entirety and replaced by the following:
“Per-Share Redemption Price means:
(a) with respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account including interest earned on the funds in the Trust Account divided by the number of then issued and outstanding Public Shares;”
“Trust Account means the trust account established by the Company prior to the IPO and into which a certain amount of the IPO proceeds and the proceeds from a simultaneous private placement of like units comprising like securities to those included in the IPO by the Company are deposited, interest on the balance of which may be released to the Company from to time to time to pay the Company’s income or other tax obligations.”
The text of Article 36.10 of the Articles be deleted in its entirety and replaced by the following:
“Immediately after the Company’s IPO, that amount of the proceeds received by the Company in or in connection with the IPO (including proceeds of any exercise of the underwriter's over-allotment option and any proceeds from the simultaneous private placement of like units comprising like securities to those included in the IPO by the Company) as is described in the Company’s registration statement on Form S-1 filed with the SEC (the Registration Statement) at the time it goes effective as shall be deposited in the Trust Account shall be so deposited and thereafter held in the Trust Account until released in the event of a Business Combination or otherwise in accordance with this Article 36. Neither the Company nor any Officer, director or employee of the Company will disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption Event or in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance with this Article 36, in each case in accordance with the trust agreement governing the Trust Account; provided that interest earned on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company to pay the Company’s tax obligations.”;
provided that such Articles amendment would not be implemented if the Company completes its initial business combination on or prior to the Termination Date.
Exhibit 10.1
AMENDMENT NO. 2 TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 24, 2024, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement (as defined below).
WHEREAS, on June 25, 2021, the Company consummated its initial public offering of units of the Company (the “Units”), each of which is composed of one Class A ordinary share of the Company, par value $0.001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share (such initial public offering hereinafter referred to as the “Offering”);
WHEREAS, $150,000,000 of the gross proceeds of the Offering and sale of the private placement warrants were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective as of June 22, 2021, by and between the Company and the Trustee (the “Original Agreement”);
WHEREAS, on June 21, 2023, the Original Agreement was amended by Amendment No. 1 to the Investment Management Trust Agreement to permit the Trustee to hold funds uninvested and hold funds in an interest-bearing bank demand deposit account in addition to investing and reinvesting the Property as permitted by the Original Agreement (the Original Agreement, as so amended, the “Trust Agreement”);
WHEREAS, pursuant to Section 6(c) of the Trust Agreement, that Section 1(i) of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of holders of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par vale $0.001 per share, of the Company, voting together as a single class;
WHEREAS, the Company obtained the requisite vote of the shareholders of the Company to approve this Amendment; and
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendment. Section 1(i) of the Trust Agreement is hereby amended and restated as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B (“Termination Letter”) signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which is twenty-four (24) months after the closing of the Offering, or such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders of record as of such date;”
2. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
3. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
4. Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.
| | COLISEUM ACQUISITION CORP. |
| | | |
| | | |
| | By: | /s/ Oanh Truong |
| | | Name: | Oanh Truong |
| | | Title: | Interim Chief Executive Officer and
Chief Financial Officer |
| | CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
as Trustee |
| | | |
| | | |
| | By: | /s/ Francis Wolf |
| | | Name: Francis Wolf |
| | | Title: Vice President |
