Sec Form 4 Filing - You Harry L. @ Coliseum Acquisition Corp. - 2024-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
You Harry L.
2. Issuer Name and Ticker or Trading Symbol
Coliseum Acquisition Corp. [ MITA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1180 NORTH TOWN CENTER DRIVE,, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2024
(Street)
LAS VEGAS, NV89144
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 12/31/2024 M( 1 ) 1 A 1,075,000 D
Class A Ordinary Shares 12/31/2024 D( 2 ) 424,880 D $ 0 650,120 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Share ( 1 ) 12/31/2024 M( 1 ) 1 ( 1 ) ( 1 ) Class A Ordinary Share 1 $ 0 0 D
Private Placement Warrants $ 11.5 12/31/2024 D( 3 ) 2,257,500 ( 3 ) ( 4 ) ( 4 ) Class A Ordinary Share 2,257,500 ( 4 ) 0 I By Berto, LLC ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
You Harry L.
1180 NORTH TOWN CENTER DRIVE,
SUITE 100
LAS VEGAS, NV89144
X X
Signatures
/s/ Harry L. You 01/03/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with and immediately prior to the closing of the business combination ("Business Combination") between Coliseum Acquisition Corp. ("Coliseum"), Rain Enhancement Technologies, Inc., and Rain Enhancement Technologies Holdco, Inc. ("Holdco"), the sole outstanding Coliseum Class B ordinary share, par value $0.001 per share ("Class B Ordinary Share"), was converted into one Class A ordinary share, par value $0.001 per share, of Coliseum ("Coliseum Class A Ordinary Shares") in accordance with Coliseum's Amended and Restated Memorandum and Articles of Association. Prior to such conversion, the Coliseum Class B Ordinary Share had no expiration date.
( 2 )In connection with the consummation of the Business Combination, Harry L. You forfeited 424,880 Coliseum Class A Ordinary Shares for no consideration pursuant to the terms of the Non-Redemption Agreements dated November 22, 2023, between Mr. You, Coliseum, and the other parties thereto.
( 3 )In connection with the Business Combination, Berto LLC ("Berto") agreed to exchange the 2,257,500 private placement warrants held by it for an aggregate of 564,375 shares of Holdco Class A common stock, par value $0.0001 per share.
( 4 )Each such private placement warrant entitled the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, 30 days after the consummation of the Business Combination.
( 5 )Mr. You is the sole member of Berto and has voting and investment discretion with respect to the securities held of record by Berto. Mr. You disclaims beneficial ownership of the securities held by Berto, except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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