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    Coliseum Acquisition Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

    8/19/24 7:00:22 AM ET
    $MITA
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    false 0001847440 0001847440 2024-08-14 2024-08-14 0001847440 mita:UnitseachconsistingofoneclassAordinaryshareandonethirdofwarrantMember 2024-08-14 2024-08-14 0001847440 mita:ClassAordinarysharesMember 2024-08-14 2024-08-14 0001847440 mita:RedeemablewarrantseachwholewarrantexercisableforoneClassAordinaryshareMember 2024-08-14 2024-08-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): August 14, 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:

     

    ¨ 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. ¨

     

     

     

     

     

     

    Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     

    As previously reported, on June 25, 2024, Coliseum Acquisition Corp. (the “Company”) received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement and that, unless the Company timely requested a hearing, the Company’s securities would be subject to suspension and delisting. The Company requested a hearing and the hearing was held on August 8, 2024.

     

    On August 14, 2024, the Nasdaq Hearings Panel notified the Company that it granted the Company’s request for continued listing on Nasdaq and an exception to Nasdaq IM-5101-2. Specifically, the Company will now have 180 days from the date of the delisting notice, or until December 23, 2024, to complete its initial business combination, provided that the Company provides the Hearings Panel with certain progress updates relating to the status of the business combination.

     

    Forward Looking Statements

     

    Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “may,” “will,” 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 forward-looking statements involve risks, uncertainties, and assumptions, including the Company’s ability to complete its initial business combination by December 23, 2024, its ability to maintain compliance with Nasdaq continued listing requirements, and the risk of suspension of trading or de-listing of the Company’s securities. Forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

     

     

     

     

    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.

     

    Dated: August 19, 2024 Coliseum Acquisition Corp.
         
      By: /s/ Oanh Truong
        Name: Oanh Truong
        Title: Chief Financial Officer

     

     

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