8-K
filed June 27, 2023, 7:59 PM ET
CIK 0001847440
leadership
confidence high
sentiment neutral
materiality 0.80
Coliseum Acquisition Corp.: debt financing — Coliseum Acquisition changes control; Harry L. You named CEO/CFO after buying sponsor stake
Coliseum Acquisition Corp.
- Harry L. You acquired 2.625M Class B shares and 2.258M private warrants from sponsor for $1.00 plus agreement to advance extension funds.
- CEO Jason Stein, CFO Jason Beren, COO Andrew Fishkoff resigned; Harry L. You appointed CEO and CFO effective June 26, 2023.
- Shareholders approved extending business combination deadline to June 25, 2024; 9.12M shares redeemed, 5.88M public shares remain.
- Sponsor converted 3.75M Class B shares to Class A; You issued $1.5M convertible promissory note for working capital and extension funding.
- All five independent directors tendered resignations effective ten days after closing.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Coliseum Acquisition Corp. incurred convertible notes of up to $1.5 million with Berto LLC (Acquirer) at no interest maturing upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation.
- Instrument
- convertible notes
- Principal
- up to $1.5 million
- Counterparty
- Berto LLC (Acquirer)
- Rate
- no interest
- Maturity
- upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation
- Event
- incurrence
Exact text from the filing
on June 22, 2023, the Company issued a convertible promissory note to Acquirer with a principal amount up to $1.5 million (the “Note”). The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Heyer departed as Director at Coliseum Acquisition Corp..
- Action
- tendered resignations
- Role
- Director
Exact text from the filing
the Company’s current independent directors, Andrew Heyer, Ezra Kucharz, Jim Lanzone, Rich Paul, and Romita Mally, have tendered their resignations from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jim Lanzone departed as Director at Coliseum Acquisition Corp..
- Action
- tendered resignations
- Role
- Director
Exact text from the filing
the Company’s current independent directors, Andrew Heyer, Ezra Kucharz, Jim Lanzone, Rich Paul, and Romita Mally, have tendered their resignations from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Harry L. You was appointed as Chief Executive Officer and Chief Financial Officer at Coliseum Acquisition Corp..
- Action
- appointed
- Role
- Chief Executive Officer and Chief Financial Officer
Exact text from the filing
Effective June 26, 2023, Harry L. You was appointed Chief Executive Officer and Chief Financial Officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Romita Mally departed as Director at Coliseum Acquisition Corp..
- Action
- tendered resignations
- Role
- Director
Exact text from the filing
the Company’s current independent directors, Andrew Heyer, Ezra Kucharz, Jim Lanzone, Rich Paul, and Romita Mally, have tendered their resignations from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Stein resigned as Co-Chief Executive Officer at Coliseum Acquisition Corp..
- Action
- resigned
- Role
- Co-Chief Executive Officer
Exact text from the filing
(i) Jason Stein and Daniel Haimovic resigned as Co-Chief Executive Officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Haimovic resigned as Co-Chief Executive Officer at Coliseum Acquisition Corp..
- Action
- resigned
- Role
- Co-Chief Executive Officer
Exact text from the filing
(i) Jason Stein and Daniel Haimovic resigned as Co-Chief Executive Officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ezra Kucharz departed as Director at Coliseum Acquisition Corp..
- Action
- tendered resignations
- Role
- Director
Exact text from the filing
the Company’s current independent directors, Andrew Heyer, Ezra Kucharz, Jim Lanzone, Rich Paul, and Romita Mally, have tendered their resignations from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rich Paul departed as Director at Coliseum Acquisition Corp..
- Action
- tendered resignations
- Role
- Director
Exact text from the filing
the Company’s current independent directors, Andrew Heyer, Ezra Kucharz, Jim Lanzone, Rich Paul, and Romita Mally, have tendered their resignations from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Fishkoff resigned as Chief Operating Officer and General Counsel at Coliseum Acquisition Corp..
- Action
- resigned
- Role
- Chief Operating Officer and General Counsel
Exact text from the filing
(iii) Andrew Fishkoff resigned as the Company’s Chief Operating Officer and General Counsel
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Beren resigned as Chief Financial Officer at Coliseum Acquisition Corp..
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
(ii) Jason Beren resigned as the Company’s Chief Financial Officer
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Coliseum Acquisition Corp. terminated Administrative Services Agreement with SC Management LLC valued at Termination of Administrative Services Agreement dated June 22, 2021; all outstanding fees forgiven (effective 2023-06-26).
- Action
- termination
- Counterparty
- SC Management LLC
- Value
- Termination of Administrative Services Agreement dated June 22, 2021; all outstanding fees forgiven
- Effective
- 2023-06-26
Exact text from the filing
On June 26, 2023, the Company entered into a termination agreement (the "Termination Agreement"), pursuant to which the Company terminated the Administrative Services Agreement with SC Management LLC dated June 22, 2021 and SC Management LLC forgave and fully discharged all outstanding fees thereunder as of the date of the Closing.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Coliseum Acquisition Corp. entered into Convertible Promissory Note with Acquirer valued at Principal amount up to $1.5 million, no interest, convertible into warrants at $1.50 per warrant upo (effective 2023-06-22).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Acquirer
- Value
- Principal amount up to $1.5 million, no interest, convertible into warrants at $1.50 per warrant upo
- Effective
- 2023-06-22
Exact text from the filing
On June 22, 2023, the Company issued a convertible promissory note to Acquirer with a principal amount up to $1.5 million (the "Note").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Coliseum Acquisition Corp. amended Amendment No. 1 to Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Amendment to Section 1(c) of IMTA regarding investment of trust funds (effective 2023-06-21).
- Action
- amendment
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Amendment to Section 1(c) of IMTA regarding investment of trust funds
- Effective
- 2023-06-21
Exact text from the filing
On June 21, 2023, the Company entered into Amendment No. 1 (the "Amendment") to the Investment Management Trust Agreement (the "IMTA") with Continental Stock Transfer & Trust Company, as trustee (the "Trustee").
View on SEC.gov
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