Failure to Satisfy Listing Rule Form 8 K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 25, 2024, Coliseum Acquisition Corp. (the "Company") received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the "Panel"), the Company's securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on July 5, 2024, due to the Company's non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company intends to timely request a hearing before the Panel to request additional time to complete its previously-announced business combination with Rain Enhancement Technologies, Inc. If timely filed, the hearing request will result in a stay of any suspension or delisting action pending the hearing.

Forward Looking Statements

Certain information contained in this report consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words such as "intends," "will," 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, or that Nasdaq will grant the Company any relief from delisting as necessary. 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.