UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Current Report on Form 8-K filed on March 27, 2023 with the Securities and Exchange Commission, Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), received a written notice on March 21, 2023 from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(3), which requires the Company to have at least 300 public holders for continued listing on The Nasdaq Capital Market (the “Minimum Public Holders Rule”). The Company submitted a plan to regain compliance with the Minimum Public Holders Rule on June 26, 2023. Nasdaq approved the plan and granted the Company an extension until September 17, 2023 to demonstrate compliance with the Minimum Public Holders Rule (the “Compliance Period”).
On September 20, 2023, the Company received written notice (the “Delisting Letter”) from Nasdaq stating that the Company has not regained compliance with the Minimum Public Holders Rule within the Compliance Period. According to the Delisting Letter, unless the Company requests an appeal of this determination, the Company’s securities will be delisted from The Nasdaq Capital Market, trading of the Company’s ordinary shares will be suspended at the opening of business on September 29, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq. The Delisting Letter does not impact the Company’s obligation to file periodic reports with the Securities and Exchange Commission under applicable federal securities laws.
The Company intends to appeal Nasdaq’s delisting determination by requesting a hearing before a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Such request would automatically stay the suspension of the Company’s securities pending the Panel’s decision.
Forward Looking Statements
Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will request a hearing from the Panel, regain compliance with the Minimum Public Holders Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report 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.
Item 8.01. Other Events
On September 26, 2023, the Company issued a press release announcing that, on September 25, 2023, its board of directors (the “Board”) elected to extend the date by which the Company has to consummate a business combination (the “Deadline Date”) from September 25, 2023 for an additional month to October 25, 2023. The Company’s Amended and Restated Memorandum and Articles of Association provides the Company the right to extend the Deadline Date twelve times for an additional one month each time (each, an “Extension”), from June 25, 2023, the initial Deadline Date, to up to June 25, 2024. In connection with the fourth Extension, the Board delivered Berto a written request to draw down $100,000 under its previously-disclosed promissory note for the fourth month of the Extension. On September 26, 2023, Berto deposited $100,000 into the Company’s trust account in connection with the fourth Extension.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release, issued September 26, 2023 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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: September 26, 2023 | |||
Exhibit 99.1
Coliseum Acquisition Corp. Announces
Fourth Extension of Deadline to Complete Initial Business Combination
New York, NY, September 26, 2023 -- Coliseum Acquisition Corp. (NASDAQ: MITAU, MITA, MITAW) (“Coliseum” or the “Company”), announced today that on September 25, 2023 its board of directors (the “Board”) decided to extend the date by which the Company must consummate an initial business combination (the “Deadline Date”) from September 25, 2023 for an additional month, to October 25, 2023. This is the fourth of twelve potential one-month extensions of the Deadline Date available to the Company pursuant to its Amended and Restated Memorandum and Articles of Association. Coliseum further announced that Berto LLC, an affiliate of Harry L. You, deposited $100,000 into Coliseum’s trust account in connection with this extension.
About Coliseum Acquisition Corp.
Coliseum is a blank check company incorporated on February 5, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. For more information, please visit https://www.coliseumacq.com/.
Contacts
Oanh Truong
Chief Financial Officer
(714) 622-8733
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