Material Event Form 8 K

Item 8.01. Other Events

On November 23, 2024, pursuant to the terms of the Company's Amended and Restated Memorandum and Articles of Association, the board of directors of Coliseum Acquisition Corp. (the "Company" or "Coliseum") elected to extend the date by which the Company has to consummate a business combination from November 25, 2024 for an additional one month to December 25, 2024. In connection with such extension, Berto LLC, the Company's sponsor, caused to be deposited an additional $50,000 into the Company's trust account.

Additional Information about the Business Combination and Where to Find it

As previously disclosed, Coliseum entered into a Business Combination Agreement with Rain Enhancement Technologies ("RET"), Rain Enhancement Technologies Holdco, Inc. ("Holdco"), and the other parties thereto, dated June 25, 2024, as subsequently amended on August 22, 2024, which provides that, subject to the satisfaction or waiver of the conditions therein, Coliseum will complete a business combination transaction between Coliseum, RET, and Holdco (the "Business Combination"). The Business Combination will be submitted to shareholders of Coliseum for their consideration. RET and Holdco filed a registration statement on Form S-4 with the Securities and Exchange Commission (the "SEC") on November 25, 2024, in connection with the Business Combination (the "Registration Statement"), which included a preliminary proxy statement/prospectus (a "Proxy Statement/Prospectus"). A definitive Proxy Statement/Prospectus will be mailed to Coliseum's shareholders as of a record date to be established for voting on the Business Combination. Coliseum, RET, and/or Holdco may also file other relevant 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 preliminary Proxy Statement / Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with Coliseum's solicitation of proxies for its extraordinary meeting of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about Coliseum, RET, Holdco, and the Business Combination.

Investors and security holders will also be able to obtain free copies of the Registration Statement, the preliminary and definitive 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.

Participants in the Solicitation

Coliseum, RET, Holdco and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of Coliseum's shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of Coliseum's securities are, or will be, contained in Coliseum's filings with the SEC, and such information and names of RET's directors and executive officers will also be in the Registration Statement, which includes the preliminary Proxy Statement/Prospectus.