Coliseum Acquisition Corp. (MITA) Sells Sponsor Ownership to Harry You

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.