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): October 25, 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. ¨
Item 8.01. Other Events
On October 25, 2024, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association (the “Articles”) of Coliseum Acquisition Corp. (the “Company”), the board of directors of the Company elected to extend the date by which the Company has to consummate a business combination from October 25, 2024 for an additional one month to November 25, 2024. In connection with such extension, pursuant to the Articles, Berto LLC, the Company’s sponsor, caused to be deposited an additional $50,000 into the Company’s trust account.
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: | Chief Financial Officer | ||
| Dated: October 25, 2024 | |||