Material Agreement - Form 425

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to the Business Combination Agreement

As previously disclosed, on June 25, 2024, Coliseum Acquisition Corp., a Cayman Islands exempted company ("Coliseum"), entered into the Business Combination Agreement (the "Business Combination Agreement") with Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation ("Holdco"), Rainwater Merger Sub 1, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holdco ("Merger Sub 1"), Rainwater Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of Holdco ("Merger Sub 2"), and Rain Enhancement Technologies, Inc., a Massachusetts corporation (the "RET"). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination".

On August 22, 2024, the parties to the Business Combination Agreement entered into an Amendment to the Business Combination Agreement (the "BCA Amendment"). The BCA Amendment amends the Business Combination Agreement and certain related agreements to, among other things:

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Reflect changes in RET's capital structure that have occurred since the Business Combination Agreement was signed, and provide Coliseum's consent to the same. Such changes, which do not change the aggregate consideration payable to RET shareholders in connection with the Business Combination, include the following: (i) the issuance of preferred stock to RET shareholders, which will be converted into shares of RET Class A common stock, par value $0.0001 per share, pursuant to the terms of such preferred stock, immediately prior to the consummation of the Business Combination; (ii) the issuance of options to certain RET service providers, which options will be converted into the right to receive an option to purchase Class A common stock of Holdco, par value $0.0001 per share, in connection with the Business Combination; and (iii) that each share of Class B common stock of Holdco, par value $0.0001 per share, will have 15 votes per share in lieu of 10 votes per share, and the BCA Amendment attaches a revised form of Amended and Restated Articles of Holdco which shall be adopted by Holdco in connection with the consummation of the Business Combination, reflecting such change in voting power;

•	Clarify the calculation of the Exchange Ratio (as defined in the BCA Amendment) in light of the changes to RET's capital structure;

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Attach a revised form of Lock-Up Agreement, to be executed at the closing of the Business Combination Agreement, which provides (i) that Coliseum may exclude from the lock-up such number of shares held by Coliseum Acquisition Sponsor, LLC, as reasonably determined by Coliseum is necessary to meet the initial listing requirements of Nasdaq; and (ii) for post-closing indemnification of Coliseum's two sponsors, Coliseum Acquisition Sponsor, LLC and Berto, LLC;

•	Make technical revisions to reflect the assignment of the Business Combination Agreement from Merger Sub 2 to Rainwater Merger Sub 2A, Inc.

The foregoing description of the BCA Amendment does not purport to be complete and is qualified in its entirety by the terms of the BCA Amendment, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein.

Also on August 22, 2024, Coliseum entered into an amendment (the "Letter Agreement Amendment") to the Letter Agreement, dated June 22, 2021, between Coliseum and its officers, directors and sponsors, which provides (i) for reimbursement of $500,000 of out-of-pocket expenses incurred by Coliseum's Chairman and his affiliates to finance transaction costs in connection with the Business Combination, and (ii) for each of Coliseum's directors other than its Chairman to receive $100,000 in cash as compensation for services provided to Coliseum upon the earlier to occur of the consummation of the Business Combination or the liquidation of Coliseum.

The foregoing description of the Letter Agreement Amendment does not purport to be complete and is qualified in its entirety by the terms of the Letter Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

Additional Information about the Business Combination and Where to Find it

In connection with the Business Combination, Coliseum, RET, and/or Holdco intend to file relevant materials with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 relating to the Business Combination (the "Registration Statement"), which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Coliseum shareholders. Coliseum, RET and/or Holdco will also file other documents regarding the Business Combination with the SEC. This Current Report on Form 8-K and the exhibits hereto do not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or investment decision, investors, security holders of RET, Coliseum and other interested persons are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination, as they become available because they will contain important information about the Business Combination.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC, by Coliseum, RET and/or Holdco through the website maintained by the SEC at www.sec.gov. The documents filed by Coliseum, RET, and/or Holdco with the SEC also may be obtained free of charge upon written request to Coliseum at Coliseum Acquisition Corp., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144.

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