UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________to ______________

Commission File Number 001-40514

Coliseum Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1583230

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

80 Pine Street, Suite 3202

New York, New York 10005

(Address of principal executive offices and zip code)

(212) 600-5763

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.001 per share, and one-third of one redeemable warrant	MITAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.001 per share	MITA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	MITAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 14, 2022, there were 15,000,000 of the registrant’s Class A ordinary shares, par value $0.001 per share, and 3,750,000 of the registrant’s Class B ordinary shares, par value $0.001 per share, issued and outstanding.

Table of Contents

COLISEUM ACQUISITION CORP.

TABLE OF CONTENTS



PART 1 – FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from February 5, 2021 (inception) through September 30, 2021 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from February 5, 2021 (inception) through September 30, 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from February 5, 2021 (inception) through September 30, 2021 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
SIGNATURES		30

Table of Contents

COLISEUM ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	305,698	$	801,945
Due from sponsor		2,036		—
Prepaid expenses		386,818		519,808
Total current assets		694,552		1,321,753
Investments held in Trust Account		151,018,357		150,030,739
Other non-current assets		—		233,150
Total assets	$	151,712,909	$	151,585,642

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	177,361	$	26,996
Total current liabilities		177,361		26,996
Warrant liabilities		822,500		6,859,000
Deferred underwriting fee payable		5,625,000		5,625,000
Total liabilities		6,624,861		12,510,996

Commitments

Class A ordinary shares subject to possible redemption, 15,000,000 shares at redemption value		151,018,357		150,030,739

Shareholders’ Deficit
Preferred shares, $0.001 par value; 5,000,000 authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.001 par value; 500,000,000 shares authorized; 15,000,000 shares issued and no shares outstanding (excluding 15,000,000 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.001 par value; 50,000,000 shares authorized; 3,750,000 issued and outstanding		3,750		3,750
Additional paid-in capital		—		—
Accumulated deficit		(5,934,059)		(10,959,843)
Total shareholders’ deficit		(5,930,309)		(10,956,093)
Total liabilities and shareholders’ deficit	$	151,712,909	$	151,585,642

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

COLISEUM ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


							For the Period from
	Three Months		Three Months		Nine Months		February 5, 2021
	Ended		Ended		Ended		(inception) Through
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Operating and formation costs	$	410,556	$	232,597	$	1,010,716	$	292,423
Loss from operations		(410,556)		(232,597)		(1,010,716)		(292,423)
Expensed offering costs		—		—		—		(407,040)
Unrealized gain on investments held in Trust Account		740,251		12,080		987,618		12,094
Gain on change in fair value of warrant liabilities		—		5,707,500		6,036,500		6,562,250
Net income	$	329,695	$	5,486,983	$	6,013,402	$	5,874,881

Basic and diluted weighted average shares outstanding, Class A ordinary shares		15,000,000		15,000,000		15,000,000		6,139,241
Basic and diluted net income per share, Class A ordinary shares	$	0.02	$	0.29	$	0.32	$	0.61
Basic and diluted weighted average shares outstanding, Class B ordinary shares		3,750,000		3,750,000		3,750,000		3,560,127
Basic and diluted net income per share, Class B ordinary shares	$	0.02	$	0.29	$	0.32	$	0.61

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

COLISEUM ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance at January 1, 2022	—	$	—	3,750,000	$	3,750	$	—	$	(10,959,843)	$	(10,956,093)
Remeasurement of Class A ordinary shares to redemption amount