Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On November 22, 2023, in connection with the extraordinary general meeting in lieu of annual meeting of shareholders of Coliseum Acquisition Corp. (the "Company"), scheduled to be held on November 27, 2023 (the "Meeting"), seeking shareholder approval of, among other things, an amendment to the Company's Amended and Restated Memorandum and Articles of Association (the "Articles") to extend the date by which the Company must consummate an initial business combination (the "Initial Business Combination") to June 25, 2024 (the "First Extension") and, without another shareholder vote, to elect to further extend the date by which it must consummate an Initial Business Combination for an additional three months, up until September, 25, 2024 (the "Second Extension", together with the First Extension, the "Extension" and together with all other proposals brought at the Meeting, the "Proposals") and remove the need to deposit additional funds into the trust account into which the proceeds of the Company's initial public offering were deposited to effect such Extension, the Company and an insider (the "Insider") of the Company holding Class A ordinary shares initially sold in a private placement in connection with the Company's initial public offering (the "Founder Shares") entered into non-redemption agreements (collectively, the "Non-Redemption Agreements") with certain of the Company's existing shareholders and other unaffiliated investors (collectively, the "Non-Redeeming Shareholders") with respect to an aggregate of 2,045,000 Class A ordinary shares, par value $0.001, of the Company (the "Non-Redemption Shares"). The Non-Redeeming Shareholders are not affiliates of the Company, the Insider, or the Company's officers or directors.

Pursuant to the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed to (a) not redeem the Non-Redemption Shares in connection with the vote to approve the Proposals and (b) vote all of their Non-Redemption Shares in favor of the Proposals and cause all such Non-Redemption Shares to be counted as present at the Meeting for purposes of establishing a quorum (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements).

In exchange for these commitments from the Non-Redeeming Shareholders, the Insider has agreed to forfeit at the closing of the Initial Business Combination (i) an aggregate of 460,000 Founder Shares in consideration of the First Extension, and (ii) if applicable, an aggregate of 153,375 Founder Shares in consideration for the Second Extension (collectively, the "Forfeited Shares"), and the Company has agreed to issue to the Non-Redeeming Shareholders a number of newly issued ordinary shares of the Company in an amount equal to the Forfeited Shares, in each case provided that the Non-Redeeming Shareholders do not exercise their redemption rights with respect to the Shares in connection with the Proposals and that the Proposals are approved by the Company's shareholders.

The Non-Redemption Agreements are expected to increase the likelihood that the Proposals are approved by the Company's shareholders and to increase the amount of funds that remain in the Company's trust account following the Meeting, relative to the amount of funds remaining in the trust account had the Non-Redemption Agreements not been entered into. As of the date of this Current Report on Form 8-K, in order to satisfy their commitments under the Non-Redemption Agreements, certain of the Non-Redeeming Shareholders have purchased 20,000 Class A ordinary shares of the Company in the open market and/or through negotiated private transactions at purchase prices that did not exceed the estimated per share redemption price payable by the Company from its trust account to redeeming shareholders in connection with the Proposals.

The foregoing description of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Non-Redemption Agreements, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.