The extraordinary general meeting of Coliseum shareholders in connection with the Business Combination (the "Business Combination Meeting") is scheduled to occur at 9:00 a.m. ET on December 23, 2024. Shareholders of record as of the close of business on November 26, 2024, the record date for the Business Combination Meeting, will be entitled to vote their shares at the Business Combination Meeting either in person or by proxy. Notice of the Business Combination Meeting was mailed on December 10, 2024 to shareholders of record as of November 26, 2024.
The parties are working together to expeditiously satisfy the conditions to completing the Business Combination, however, there can be no assurance that the Business Combination will be consummated within the time period required by Coliseum’s governing documents, which currently provide that Coliseum must consummate its initial consummation by December 25, 2024.
Accordingly, Coliseum has mailed to shareholders of record as of November 26, 2024, a proxy statement relating to a shareholder meeting to seek approval of an extension of the time that Coliseum has to complete the Business Combination (the "Extension Meeting"). The Extension Meeting is scheduled to occur at 9:00 a.m. ET on December 23, 2024. Coliseum intends to bring the proposals to approve the Extension and related matters to a vote of shareholders during the Extension Meeting if Coliseum determines that additional time is necessary to complete the Business Combination. Notice of the Extension Meeting was mailed on December 13, 2024 to shareholders of record as of November 26, 2024.
Coliseum urges shareholders to vote FOR all items submitted for shareholder approval at the Business Combination Meeting and, if necessary, FOR all items submitted for shareholder approval at the Extension Meeting.
Shareholders who have not yet voted so are encouraged to vote as soon as possible. If any such shareholders have questions or need assistance in connection with the Business Combination Meeting or the Extension Meeting, please contact the Company’s proxy solicitor, Sodali & Co., by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing MITA.info@investor.sodali.com.
Redemption Requests
Coliseum public shareholders are entitled to submit their public shares for redemption in connection with both the Business Combination Meeting and the Extension Meeting. On December 16, 2024, the redemption price per public share was approximately $11.39, which is expected to be the same approximate amount two (2) business days prior to each of the Business Combination Meeting and Extension Meeting.
Shareholders who wish to ensure that their public shares are redeemed in the event that either the Business Combination is consummated or the Extension is implemented must instruct Coliseum’s transfer agent to redeem such shares in connection with both the Business Combination Meeting and the Extension Meeting, no later than the redemption deadline for each meeting, which is December 19, 2024, at 5:00 p.m. ET.
Coliseum cannot assure you whether it will hold the Business Combination Meeting or the Extension Meeting on December 23, 2024. If Coliseum holds the Business Combination Meeting and completes the Business Combination, any public shares submitted for redemption in connection with the Business Combination Meeting will be redeemed; however, shares submitted for redemption solely in connection with the Extension Meeting will not be redeemed in connection with the Business Combination, and such shareholders will remain shareholders of the combined company. If Coliseum holds the Extension Meeting and implements the Extension, any public shares submitted for redemption in connection with the Extension Meeting will be redeemed; however, shares submitted for redemption solely in connection with the Business Combination Meeting will not be redeemed in connection with the Extension, and such shareholders will remain shareholders of Coliseum.
Shareholders who wish to withdraw their previously submitted redemption request may do so prior to the taking of the shareholders’ vote at the Business Combination Meeting and/or the Extension Meeting, or thereafter with Coliseum’s consent, by requesting that the transfer agent return such shares. You may contact the transfer agent, Continental Stock Transfer & Trust Company, at 1 State Street, 30th Floor, New York, New York 10004, Attn: SPAC Redemption Team, or by email at spacredemptions@continentalstock.com.
Proposals to be Submitted for Vote at the Business Combination Meeting
At the Business Combination Meeting, Coliseum will seek shareholder approval of (1) a proposal to approve and adopt the Business Combination Agreement, dated as of June 25, 2024 and amended on August 22, 2024, by and among Coliseum, Rain Enhancement Technologies, Inc., and the other parties thereto, (2) a proposal to approve and adopt the plan of merger in connection with the Business Combination, and (3) adjournment of the Business Combination Meeting.
Proposals to be Submitted for Vote at the Extension Meeting
At the Extension Meeting, Coliseum will seek shareholder approval of:
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a proposal to extend the period of time in which Coliseum must complete an initial business combination from December 25, 2024 to December 31, 2024, and to allow Coliseum, without another shareholder vote, by resolution of Coliseum’s board of directors, to elect to further extend such date up to two times for an additional one month each time, until up to February 28, 2025, only if Berto LLC (or its affiliate or designee would deposit into the trust account established in connection with Coliseum’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 amendment would not be implemented if Coliseum completes its initial business combination on or prior to December 25, 2024;
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a proposal to amend Coliseum’s amended and restated memorandum and articles of association to remove the language which permits Coliseum to withdraw up to $100,000 of interest earned on the funds held in the Trust Account to pay dissolution expenses if Coliseum fails to consummate its initial business combination by the end of the combination period set forth in the amended and restated memorandum and articles of association; provided that such amendment would not be implemented if Coliseum completes its initial business combination on or prior to December 25, 2024;
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a proposal to amend the Investment Management Trust Agreement, dated June 22, 2021 and amended on June 21, 2023, by and between Coliseum and Continental Stock Transfer & Trust Company, to remove the language which permits Coliseum to withdraw up to $100,000 of interest earned on the funds held in the Trust Account to pay dissolution expenses if Coliseum fails to consummate its initial business combination by the end of the combination period set forth in the amended and restated memorandum and articles of association; provided that such amendment would not be implemented if Coliseum completes its initial business combination on or prior to December 25, 2024; and
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adjournment of the Extension Meeting.
The foregoing proposals will not be implemented if Coliseum completes its initial business combination on or prior to December 25, 2024.
About Rain Enhancement Technologies, Inc.
RET was founded to provide the world with reliable access to water, one of life’s most important resources. To achieve this mission, RET aims to develop, manufacture and commercialize ionization rainfall generation technology. This weather modification technology seeks to provide the world with reliable access to water, and transform business, society and the planet for the better.
About Coliseum Acquisition Corp.
Coliseum Acquisition Corp. is a special purpose acquisition company whose business purpose is to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
Additional Information about the Business Combination and Where to Find it
As previously disclosed, Coliseum entered into a Business Combination Agreement with Rain Enhancement Technologies, Inc. ("RET"), Rain Enhancement Technologies Holdco, Inc. ("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 will be submitted to shareholders of Coliseum for their consideration. 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 press release does 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 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 press release does 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 press release 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 press release, 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 press release, 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 press release does 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.
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