Coliseum Acquisition Corp. (MITA) Sells Sponsor Ownership to Harry You
by Marlena Haddad on 2023-06-27 at 5:41pm

Coliseum Acquisition Corp. (NASDAQ:MITA) announced this afternoon that it has entered and completed a purchase agreement with its sponsor, and Berto LLC, an affiliate of Harry L. You.

As part of the agreement, the sponsor sold an aggregate of 2,625,000 Class B ordinary shares, and 2,257,500 private placement warrants to Berto for an aggregate purchase price of $1.00 plus an agreement to advance funds to the Coliseum in connection with the shareholder vote to approve the extension.

The transaction was completed on June 26.

Additionally, on June 21, the company amended the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company.  As part of the agreement, the trustee will hold funds uninvested, in an interest-bearing bank demand deposit account, or invest and reinvest the property in solely United States government securities.

Coliseum’s shareholders recently approved a proposal to extend the company’s timeline from June 25, 2023 up to June 25, 2024. As a result, the sponsor deposited into the trust account an amount equal to the lesser of $100,000 or $0.04 per public share multiplied by the number of public shares of the company that were not redeemed. An aggregate of 9,121,799 public shares were validly tendered for redemption, leaving an aggregate of 5,878,201 public shares outstanding.

At the meeting, shareholders also approved a proposal to provide for the right of a holder of Class B ordinary shares to convert such shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder.

Immediately prior to and in connection with the closing, the sponsor elected to convert an aggregate of 3,749,999 Class B ordinary shares on a one-for-one basis into Class A ordinary shares. Following such conversions, the company had an aggregate of 9,628,200 Class A ordinary shares and 1 Class B ordinary share issued and outstanding.

In connection with the contribution and advances Berto may make in the future for working capital expenses, the company issued a convertible promissory note with a principal amount up to $1.5 million.

The note bears no interest and is repayable in full upon the earlier of the date of the consummation of the company’s initial business combination, or the date of liquidation. Upon the consummation of the SPAC’s initial business combination, the outstanding principal may be converted into warrants, at a price of $1.50 per warrant, at the option of Berto.

Additionally, in connection with the closing, Coliseum 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.

Pursuant to the purchase agreement, Jason Stein and Daniel Haimovic resigned as Co-CEOs of Coliseum,  Jason Beren resigned as CFO, and Andrew Fishkoff resigned as the COO and General Counsel. Effective June 26, Harry L. You was appointed as the new CEO and CFO of Coliseum.

Mr. You has previously served as Chairman on the dMY Technology SPACs. He also previously served as CFO and President of GTY Technology Holdings Inc, a software as a service company that offers cloud-based solutions for the public sector. He was Executive Vice President in the Office of the Chairman of EMC Corporation from 2008 to 2016.

In connection to the closing, Mr. You entered into an indemnification agreement with the SPAC on substantially the same terms as the forms of indemnification agreement previously entered into by and between the company and each of its other officers and directors in connection with the IPO.

Additionally, the current independent directors, Andrew Heyer, Ezra Kucharz, Jim Lanzone, Rich Paul, and Romita Mally, have tendered their resignations from the board of directors as well as from each committee of the board of directors.

The SPAC announced the pricing of its $150M IPO in June 2021, but saw 60.81% removed due to redemptions during its June meeting, leaving it with approximately $61 million post-vote. It has not found a target business to combine with just yet, but aims to identify a company that has an enterprise value between $500 million and $2.5 billion with strong and differentiated brands.

Recent Posts
by Kristi Marvin on 2023-12-09 at 11:45am

Terms Tracker for the Week Ending December 8, 2023 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. Well that escalated quickly. While last week was quiet, this week was far busier. SPACs saw one IPO start trading after pricing on Friday of...

by Marlena Haddad on 2023-12-08 at 1:59pm

Mobiv Acquisition Corp. (NASDAQ:MOBV) announced this afternoon that it has closed its combination with EV motorcycle-maker SRIVARU. Shareholders originally approved the deal at a special meeting held back on September 28, but at that time, the parties expected the transaction to take just a week to close. Redemptions whittled Mobiv’s IPO share pool of 10,005,000 down...

by Nicholas Alan Clayton on 2023-12-08 at 11:12am

Achari Ventures I (NASDAQ:AVHI) has entered into a definitive agreement to combine with medtech firm Vaso Corporation at an equity value of $176 million, or 19.5x its 2022 adjusted EBITDA. Wuxi, China-based Vaso provides IT services and sales support to medical device manufacturers. The combined company is expected to trade on the Nasdaq under the...

by Marlena Haddad on 2023-12-08 at 10:27am

EF Hutton Acquisition Corp. I (NASDAQ:EFHT) announced this morning that its shareholders have approved its business combination with E.C.D. Auto Design. At the meeting, there were 5,089,203 shares of common stock, representing approximately 76.82% of the issued and outstanding shares of common stock, present. In connection with the meeting, the company’s stockholders holding 3,470,945 shares,...

by Marlena Haddad on 2023-12-08 at 9:42am

Legato Merger Corp. III (NYSE:LEGT) filed for a $175 million IPO yesterday afternoon, becoming the fourth SPAC to file this week. While the other three SPACs that filed their S-1s earlier this week intend to pursue targets in the financial services and biotech industries, Legato III, similar to the earlier Legato SPACs, will focus on...


Copyright © 2023 SPACInsider, Inc. All Rights Reserved