---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-075284"
form_type: "8-K"
ticker: null
cik: "0001847440"
company_name: "Coliseum Acquisition Corp."
filed_at: "2023-06-27T23:59:59+00:00"
generated_at: "2026-06-13T16:32:14.788598+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Coliseum Acquisition changes control; Harry L. You named CEO/CFO after buying sponsor stake

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-23-075284
- form_type: 8-K
- cik: 0001847440
- company_name: Coliseum Acquisition Corp.
- filed_at: 2023-06-27T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/tm2319620d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-075284
- JSON: https://secwatch.observer/filing/0001104659-23-075284.json
- Plain text: https://secwatch.observer/filing/0001104659-23-075284.txt

## Key facts
- Debt Financings
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Executive change
  Andrew Heyer departed as Director at Coliseum Acquisition Corp..
  - Action: tendered resignations
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Executive change
  Jim Lanzone departed as Director at Coliseum Acquisition Corp..
  - Action: tendered resignations
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Executive change
  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
  source text: Effective June 26, 2023, Harry L. You was appointed Chief Executive Officer and Chief Financial Officer of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Executive change
  Romita Mally departed as Director at Coliseum Acquisition Corp..
  - Action: tendered resignations
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Executive change
  Jason Stein resigned as Co-Chief Executive Officer at Coliseum Acquisition Corp..
  - Action: resigned
  - Role: Co-Chief Executive Officer
  source text: (i) Jason Stein and Daniel Haimovic resigned as Co-Chief Executive Officers of the Company
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Executive change
  Daniel Haimovic resigned as Co-Chief Executive Officer at Coliseum Acquisition Corp..
  - Action: resigned
  - Role: Co-Chief Executive Officer
  source text: (i) Jason Stein and Daniel Haimovic resigned as Co-Chief Executive Officers of the Company
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Executive change
  Ezra Kucharz departed as Director at Coliseum Acquisition Corp..
  - Action: tendered resignations
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Executive change
  Rich Paul departed as Director at Coliseum Acquisition Corp..
  - Action: tendered resignations
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Executive change
  Andrew Fishkoff resigned as Chief Operating Officer and General Counsel at Coliseum Acquisition Corp..
  - Action: resigned
  - Role: Chief Operating Officer and General Counsel
  source text: (iii) Andrew Fishkoff resigned as the Company’s Chief Operating Officer and General Counsel
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Executive change
  Jason Beren resigned as Chief Financial Officer at Coliseum Acquisition Corp..
  - Action: resigned
  - Role: Chief Financial Officer
  source text: (ii) Jason Beren resigned as the Company’s Chief Financial Officer
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Material Agreements
  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
  source text: On June 22, 2023, the Company issued a convertible promissory note to Acquirer with a principal amount up to $1.5 million (the "Note").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm
- Material Agreements
  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
  source text: 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").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847440/000110465923075284/0001104659-23-075284-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.