Current Report Filing (8-k)
28 3월 2023 - 5:32AM
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2023-03-27
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 27, 2023
Coliseum Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-40514 |
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98-1583230 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
80 Pine Street, Suite 3202
New York, New York 10005
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: 212-600-5763
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
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Units, each consisting of one Class A ordinary share, par value $0.001 per share, and one-third of one redeemable warrant |
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MITAU |
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The Nasdaq Stock Market LLC |
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Class A ordinary shares, par value $0.001 per share |
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MITA |
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The Nasdaq Stock Market LLC |
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
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MITAW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On March 21, 2023, Coliseum
Acquisition Corp., a Cayman Islands exempted company (the “Company”), received a written notice (the “Notice”)
from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company
was not in compliance with Listing Rule 5550(a)(3), which requires the Company to have at least 300 public holders for continued listing
on the Nasdaq Capital Market (the “Minimum Public Holders Rule”). The Notice is only a notification of deficiency,
not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq Capital Market.
The Notice states that the
Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. If the Company is unable to regain
compliance by that date, the Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required
timeframe. If Nasdaq accepts Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date
of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s plan, the Company
will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
The Company is monitoring the number of holders
of its Class A ordinary shares and will consider options available to it to potentially achieve compliance.
Forward-Looking Statements
Certain information contained in this report consists
of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties
and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,”
“potential,” 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
regain compliance with the Minimum Public Holders Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance
standards, that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting
as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. 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.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Coliseum Acquisition Corp. |
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By: |
/s/ Jason Beren |
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Name: |
Jason Beren |
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Title: |
Chief Financial Officer |
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Dated: March 27, 2023 |
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Coliseum Acquisition (NASDAQ:MITA)
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부터 5월(5) 2024 으로 6월(6) 2024
Coliseum Acquisition (NASDAQ:MITA)
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부터 6월(6) 2023 으로 6월(6) 2024