Rain Enhancement Technologies, Inc. (RET) entered into a business combination agreement to acquire Coliseum Acquisition Corp. (NasdaqCM:MITA) from Coliseum Acquisition Sponsor LLC, Berto LLC, Harry L. You and others for $45 million in a reverse merger transaction on June 25, 2024. RET will rollover equity in the amount of $45 million in the combined company and will hold 52.4% stake in the merged entity at 100% redemption. Upon closing, it is intended that the combined company will be listed on Nasdaq under the ticker symbol ?RAIN.? RET?s management team, led by CEO Chris Riley, will continue to lead the public company following the transaction.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to certain conditions, including any required regulatory approvals; the requisite approval by Coliseum?s and RET?s shareholders having been obtained; the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended; Class A Common Stock to be issued in connection with the Business Combination having been accepted for listing on Nasdaq or another national securities exchange mutually agreed to in writing by the parties to the Business Combination Agreement; the sum of the funds contained in the trust account (after giving effect to redemptions of Coliseum Public Shares and before the payment of transaction expenses), together with the cash on Coliseum?s balance sheet and the aggregate amount of gross proceeds from any Closing Offering, being equal to or greater than $10,000,000. Upon recommendation of the transaction committee of the board of directors of Coliseum, Coliseum Board has determined that the transaction is in the best interests of Shareholders and approved this agreement. The board of directors of RET unanimously approved this Agreement.

The Business Combination is expected to close in the third quarter of 2024.

Stephen J. Doyle of TCF Law Group, PLLC is acting as legal counsel to RET. Joel Rubinstein of White & Case LLP is acting as legal counsel to Coliseum. Continental Stock Transfer & Trust Company acted as transfer agent to Coliseum Acquisition Corp.