Harry L. You - Dec 31, 2024 Form 4 Insider Report for Coliseum Acquisition Corp. (MITA)

Role: Director, 10%+ Owner
Signature: /s/ Harry L. You
Stock symbol: MITA
Transactions as of: Dec 31, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/3/2025, 06:22 PM
Previous filing: Dec 26, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MITA	Class A Ordinary Shares	Options Exercise		+1	+0%		1.08M	Dec 31, 2024	Direct	F1
transaction	MITA	Class A Ordinary Shares	Disposed to Issuer	$0	-425K	-39.52%	$0.00	650K	Dec 31, 2024	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MITA	Class B Ordinary Share	Options Exercise	$0	-1	-100%	$0.00	0	Dec 31, 2024	Class A Ordinary Share	1		Direct	F1
transaction	MITA	Private Placement Warrants	Disposed to Issuer		-2.26M	-100%		0	Dec 31, 2024	Class A Ordinary Share	2.26M	$11.50	By Berto, LLC	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.